Manager Ecosystem

Your LLC needs substance.
No matter where you live.

The Manager doesn't change your tax obligation. It gives you real American operational substance: documented governance, executive ratification, professional bookkeeping, and an immutable audit trail. The thing that turns your LLC into an actual company.

Evaluate your situation See country-by-country map

The Problem

The question your tax authority is going to ask you

A freelancer in any country with a U.S. LLC has exactly the same problem.

"You have an LLC in the United States, but you live here, work from here, and collect from here. Why doesn't your LLC pay tax like a local company? Isn't it a shell company?"

Without substance, that question has no good answer. Your LLC is an empty envelope — a name in a New Mexico registry with no real activity behind it.

"The LLC has an executive Manager in the United States who ratifies contracts, handles compliance, runs the books, and signs commercial agreements. I'm an Operational Scout — I propose business opportunities, but none of my actions are binding without Manager ratification through the Governance Ledger."

That doesn't guarantee any tax outcome. But it's a documented, coherent position — versus having nothing.

Transparency

What we deliver and what we don't promise

The Manager gives real operational substance. We don't sell tax outcomes.

What the Manager gives you

Documented governance from the U.S. with an audit trail
Real role separation: Manager executes, Scout proposes
Executive ratification of contracts and decisions
American operating presence (banks, agent, signer)
Professional bookkeeping synced with your bank
Corporate Evidence Dossier ready for your tax attorney

What we don't promise

That your tax authority will accept it
That the LLC has "effective management" in the U.S.
0% tax in your country
Tax outcomes in any jurisdiction
Local tax advice — that's your attorney's job

Jurisdiction analysis

How substance lands depending on your country of residence

The effect of operational substance varies dramatically depending on your country's tax system. We've identified three groups.

Territorial system — Maximum impact

In countries with territorial taxation, only locally sourced income is taxed. The Manager doesn't turn everything into 0% — it unlocks the ability to argue that the automated portion of your business generates value outside the country. Most founders run a mix: a personal part (taxed locally) and a territorial part (0%). The % depends on your real operations, not on the structure.

Country	Local tax	Without Manager	With Manager
Paraguay	10% IRP	100% via the traditional path. Invoicing with RUC, you pay 10% nominal IRP (2-7% effective with personal deductions). No territorial option.	Tax mix: your personal work pays IRP with deductions. The part that operates without your intervention (SaaS, automations) can be territorial at 0%. The defensible % depends on your real operations. Capital you don't distribute stays in the LLC and creates no taxable event in Paraguay — real deferral at 0% on foreign-source income.
Panama	25%	You operate, the LLC is an envelope. If DGI investigates, no defense	Substance documents which part of the business operates from the U.S. Panama historically doesn't investigate, but if it does, you have a position
Uruguay	25% IRAE	Without substance, DGI could re-characterize if it questions the source	Defensible mix: the automated part has foreign-source arguments. The rest is taxed locally
Costa Rica	30%	Territorial, but under OECD pressure to change	Build substance now, before the regime tightens
Guatemala	25%	Pure territorial, low enforcement	Substance as preventive insurance
Georgia	1-15%	Estonian model: taxed on distribution. Without substance, the distribution is questionable	Substance reinforces that real operational management is from the U.S. Distributions are backed by documentary evidence.
Hong Kong	16.5%	Territorial. IRD can question whether you operate it	Substance documents which activities the LLC runs without your daily involvement
Malaysia	24%	Recent changes on remittances (2024). Without substance, vulnerable	Substance separates LLC operations from personal remittances
Thailand	20%	Since 2024 taxes foreign remittances	Substance documents that the income is the LLC's (U.S.), not yours

The territorial system works in your favor, but not everything is 0%. Most operate with a mix: what depends on you is taxed locally, what runs without your intervention can be territorial. The Manager builds the substance that makes that mix defensible — without it, 100% is personal income.

Special regimes — Substance complements the incentive

These countries offer favorable tax regimes to attract residents. The regime gives you the legal frame. Substance keeps that frame from collapsing in an audit.

Country	Regime	Without Manager	With Manager
Portugal	NHR / IFICI	The regime protects you, but AT can question whether the LLC is "your activity" in disguise	Substance reinforces that the LLC operates from the U.S., not as your alter ego
Italy	Impatriati (70-90% exemption)	AdE (Italy's tax authority) accepts foreign income, but can reclassify the LLC as a permanent establishment	Substance documents that the LLC isn't an extension of you in Italy
Cyprus	Non-dom (dividends exempt)	The LLC needs to be "really foreign," not just on paper	Verifiable American substance. The LLC actually operates from the U.S.
Malta	Remittance basis	Only what you remit is taxed. But is the LLC really foreign?	Substance + role separation documents the reality
Andorra	10% IS	Foreign-source income can be exempt, but needs substance	Manager documents real operations from the U.S.
Greece	Non-dom (7% flat)	Favorable regime but AADE can question the nature of the LLC	Substance proves a real company, not a personal vehicle

Your special regime gives you the legal frame. The Manager gives you the coherence that keeps that frame standing in an audit.

Worldwide income — Corporate documentation in the face of inquiries

In these countries you'll be taxed on your worldwide income no matter what. The LLC doesn't change your tax obligation. But there's an important difference between having a documented company and having a structure with no records. Solid corporate documentation reduces the risk that your LLC gets classified as an entity with no real activity.

Country	Tax	Risk without Manager	With Manager
Spain	19-47%	AEAT can classify the LLC as a sham: 50-150% penalty + possible criminal exposure	LLC with real substance. You pay the same tax, but nobody accuses you of running a shell
Mexico	30% ISR	SAT can treat the LLC as a simulated scheme: surcharges and penalties	Documented real company. You pay ISR, but no sham risk
Colombia	35%	DIAN can reclassify the LLC as a fictitious instrument	Substance protects against allegations of legal fiction
Argentina	35%	AFIP can apply anti-avoidance rules + penalties for corporate interposition	Manager documents a real company. Doesn't change the tax, removes the aggravating factor
Brazil	27.5%	Receita Federal can open a procedure for simulação fiscal	Substance as a defense against sham allegations
Germany	25-45%	Finanzamt + strict CFC rules. Without substance = Briefkastenfirma (mailbox company)	Substance documents that it isn't a mailbox company

Under worldwide income, the Manager doesn't save you taxes. It saves you from being accused of fraud. The difference between having a real company and a shell isn't a tax matter — it's a criminal one.

Ecosystem

What builds operational substance

Every piece of the Manager generates evidence of real operations from the U.S. It's not cosmetic — it's verifiable corporate infrastructure.

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Governance Ledger

Chronological record of decisions, contracts, and resolutions. Full traceability for any audit. SHA-256 verification.

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Operating Agreement

Bylaws that reflect the real role separation: Manager with executive capacity, Owner as Operational Scout.

✍️

Contract signing

The Manager signs commercial agreements on behalf of the LLC. Every contract is a documented act of management from the U.S.

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Professional bookkeeping

Books synced with Mercury/Wise. Real financial data, not reconstructed after the fact.

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IRS intermediation

Devil Club acts as the tax intermediary before the IRS. Annual Tax Filing with bookkeeping data.

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Corporate Evidence Dossier

Complete dump of all corporate evidence. Always up to date, ready for your tax attorney to defend your structure.

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Tax Presence Tracker

Automatic record of days per country based on your dashboard access. Passive evidence of geographic mobility and 183-day threshold alerts.

Real value

Even when it doesn't save you a dollar in taxes

Even in worldwide-income countries where the Manager doesn't change your tax bill, substance has real operational value.

With substance, your LLC is

An operating American company with real governance
A business with professional, synced accounting
An entity with a full audit trail and traceability
A structure an auditor can verify
A solid base to open serious bank accounts

Without substance, your LLC is

A name in a New Mexico registry
An EIN with no activity behind it
A Mercury account with no books
A shell company in any auditor's eyes
A sham risk you can't defend

FAQ

About international operational substance

Substance is the body of evidence proving your LLC operates as a real company and not as an empty structure created only to evade taxes. It includes records of decisions, active contracts, documented banking activity, and verifiable operational presence.

Countries that apply CFC (Controlled Foreign Corporation) rules or anti-deferral norms look at whether your LLC has real substance in the U.S. Without it, they can treat the income as directly attributable to you in your country of residence, wiping out any tax advantage.

Germany, Spain, France, Argentina, and Australia are the most active. Mexico and Colombia are tightening their controls. Countries with broad treaty networks like Switzerland and the Netherlands also apply substance tests to recognize intermediate structures.

No. Substance is one factor in the tax equation, not the full solution. What we do is build the documented operational evidence that strengthens your position. Territorial tax planning requires analysis of your specific situation with a local advisor.

Through the Governance Ledger (a continuous record of decisions), active contracts, the LLC's banking history, an up-to-date OA, and formal communications. The Manager automatically documents every relevant operation to build that trail.

In territorial countries with no CFC rules (like Paraguay), money inside the LLC isn't attributed to the owner until distributed. With Manager, the LLC is opaque to the DNIT: you have no obligation to declare the undistributed profit that year. Without Manager, an auditor can argue the whole LLC is an extension of you → immediate personal income. Deferral is a key factor for long-term structures.

Want to know what impact this has on your case?

The effect of substance depends on your country of residence, your business model, and your personal situation. Let's talk.

Book an evaluation See what Manager includes

Your LLC needs substance.No matter where you live.