Basic Tax Compliance Information

Wyoming LLC Taxes (Foreigner-Owned)

Wyoming is one of the most business-friendly states in the U.S.

You do NOT pay:

  • State income tax
  • Corporate income tax
  • Franchise tax
  • State capital gains tax

Wyoming literally does not tax business income at the state level.

What Wyoming does require:

  • Annual Report / License Fee
    • Filed with the Wyoming Secretary of State
    • Minimum $60 per year
    • Based on assets located in Wyoming
    • If you have no physical assets there → you usually pay the minimum

That’s it at the state level.

Federal (IRS) Taxes — This Is the Important Part

Handled through the Internal Revenue Service (IRS).

Your federal tax filings depend on two things:

  1. LLC structure
  2. Where your income comes from

1️. Single-Member Wyoming LLC (Most Foreigners)

By default, the IRS treats this as a disregarded entity.

Required filings

You must file EVEN IF you made $0:

Form 5472 + Pro-Forma 1120

  • Required if:
    • Owner is non-U.S.
    • LLC has any activity (bank account, Stripe, expenses, income)
  • Deadline: April 15 (can extend)

*Penalty for not filing: $25,000

This form is informational, not a tax bill.

Do you pay U.S. income tax?

Only if your income is U.S.-sourced.

You usually do NOT pay U.S. income tax if:

  • You live outside the U.S.
  • You have no U.S. office, employees, or warehouse
  • You sell:
    • Digital services
    • Online coaching
    • SaaS
    • Freelancing
    • Dropshipping fulfilled outside the U.S.

In that case, your income is often considered foreign-sourced.

2️. Multi-Member Wyoming LLC

Less common for solo founders.

Required filing:

  • Form 1065 (Partnership Return)
  • Plus Schedule K-1 for each owner

Usually requires a CPA.

3️. If You Chose C-Corporation (Optional)

Some founders elect this intentionally.

Required filings:

  • Form 1120
  • Corporate tax: 21% federal
  • Possible dividend withholding (30% unless treaty)

 Not recommended for most small foreign founders unless scaling big or seeking investors.

Sales Tax (Only If Applicable)

Wyoming sales tax applies ONLY if:

  • You sell physical products
  • AND you have nexus in Wyoming (warehouse, fulfillment center, employees)

Digital services & online work = usually there is no sales tax.

Handled via the Wyoming Department of Revenue only if applicable.

Super Simple Summary

Typical foreign-owned Wyoming LLC (online business):

✔ File Wyoming Annual Report – ~$60

✔ File IRS Form 5472 + 1120 (even with $0 income)

✔ Pay NO Wyoming income tax

✔ Often NO U.S. federal income tax

✔ Still pay taxes in your home country

What Triggers U.S. Taxes (Red Flags)

You may owe U.S. tax if you:

  • Live in the U.S.
  • Hire U.S. employees
  • Rent U.S. office space
  • Store inventory in U.S. warehouses (Amazon FBA)
  • Provide services physically in the U.S.


How to File:

Filing Form 5472 and Form 1120 is a mandatory annual requirement for foreign-owned U.S. single-member LLCs (Disregarded Entities), even if they have no income. Failure to file accurately by the deadline (April 15th) can result in a $25,000 penalty.

Step 1: Prepare Pro Forma Form 1120

For a foreign-owned disregarded entity, Form 1120 is used as a cover sheet rather than a full corporate tax return.

  • Header: Write “Foreign-owned U.S. DE” clearly across the top of the form.
  • Identification: Enter the LLC’s name, address, and EIN.
  • Check Boxes: Check Box E(9) for “Foreign-owned U.S. DE”.
  • Leave Blank: Do not fill out the income, deduction, or tax sections (unless you have specific U.S. tax liabilities), as this is a “pro forma” filing.

Step 2: Complete Form 5472

This form reports transactions between the LLC and its foreign owner (related party).

  • Part I: Enter basic information for the reporting corporation (the LLC).
  • Part II: Provide details about the foreign owner, including their name, address, and tax identification number from their home country.
  • Part IV/V: Report all “reportable transactions.” This includes capital contributions (money you put in to start the LLC), distributions (money you took out), and any loans or reimbursements.
  • Initial Year: Ensure you check the “initial year” box if this is the first time you are filing.

Step 3: Submit the Filing

Foreign-owned disregarded entities cannot e-file these forms; they must be sent via mail or fax.

  • By Fax: Send to 855-772-3156.
  • By Mail: Use the specific address provided in the IRS Form 5472 Instructions for disregarded entities.
  • Deadline: For 2026, the standard deadline for calendar year taxpayers is April 15, 2026.
  • Extension: You can request a 6-month extension by filing Form 7004 by the original deadline.

Amazon FBA Taxes for Foreign-Owned Wyoming LLCs

What You’ll Pay and Why

Big Shift: FBA = U.S. Tax Nexus

When you use Amazon FBA, your goods are:

  • Stored in U.S. warehouses
  • Shipped from inside the U.S.
  • Sold to U.S. customers

This creates U.S. trade or business activity, which means:

  • Your income becomes U.S.-sourced
  • You now have federal tax obligations

1️. Federal Income Tax (IRS)

Handled by the Internal Revenue Service (IRS).

How much is the tax?

That depends on how your LLC is taxed:

Most Common: Single-Member LLC (Disregarded Entity)

Your net profit (not revenue) is taxed.

Federal income tax rate:

  • 10%–37% (graduated brackets, same as individuals)
  • You only pay tax on profit after expenses

Example:

  • Revenue: $100,000
  • Expenses (Amazon fees, shipping, ads, COGS): $65,000
  • Taxable profit: $35,000

Approximate federal tax:

  • ~$4,000–$7,000 (varies by deductions & structure)

You do not pay self-employment tax if:

  • You live outside the U.S.
  • You are not a U.S. resident or citizen

(This is a big advantage for foreigners.)

If You Elected C-Corporation Status (Less Common)

  • Flat 21% federal corporate tax
  • Possible 30% withholding on dividends paid to you

(reduced if your country has a U.S. tax treaty)

This structure is usually only worth it at higher profit levels.

2️. Wyoming State Tax

Still easy.

Wyoming charges:

  • No state income tax
  • No corporate income tax

You still only pay:

  • Annual Report Fee (minimum ~$60)

3️. Sales Tax (This Does Apply)

This is where Amazon FBA adds complexity.

 Sales Tax Basics

  • Sales tax is not your money
  • It’s collected from customers and passed to states

Good news

Amazon:

  • Automatically calculates
  • Collects
  • Remits sales tax

for most U.S. states on your behalf

You usually:

  • Register for sales tax permits in states where required
  • File zero or summary returns

Sales tax rates vary by state (typically 6%–9%), but again:

Customers pay this, not you

4️. Additional Required Filings (Still Mandatory)

Even with FBA, you must still file:

  • Form 5472 + Pro-Forma 1120
  • Federal income tax return (because now you have U.S. income)
  • Possible state-level sales tax filings (mostly automated by Amazon)

Total Tax Reality (Simple Numbers)

 

Rough Rule of Thumb for FBA Sellers

  • Federal income tax: ~10%–25% of net profit
  • Wyoming tax: $60/year
  • Sales tax: Paid by customers
  • CPA/accounting: ~$1,000–$3,000/year (worth it)

Common Mistakes to Avoid

  • Thinking “Wyoming = no taxes” applies to FBA income
  • Ignoring federal filings (big penalties)
  • Not tracking Amazon fees & COGS properly
  • Not planning cash flow for tax season

Bottom Line

If you use Amazon FBA, you should expect:

  •  Legit U.S. business status
  •  Easier scaling & Prime trust
  •  Federal income tax on profits
  •  More compliance than digital-only businesses