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LLC Guide 2026

How to Open a U.S. LLC
from Spain: The Definitive 2026 Guide

The guide your advisor doesn't want you to read.

Everything you need to know to create, operate, and protect your U.S. LLC as a foreign founder — taxation, taxes, bank account, IRS and the Spanish tax authority. No fluff.

Guide definitiva para abrir una LLC en USA from Spain – Devil Club 2026

Each year, thousands of digital entrepreneurs from Spain and Latin America open a U.S. LLC. Most do it blindly: they copy what they saw in a YouTube video, hire the first agent they find, and pray that the Spanish tax authority doesn't come knocking.

Mistake. A poorly set up U.S. LLC won't save you taxes — it'll multiply them. It'll get you into trouble with the IRS, the AEAT, or both. And when you realize it, you've already lost months and thousands of euros.

This U.S. LLC guide for Spaniards exists to prevent that from happening to you. You won't find academic theory or vagueness here. You'll find the complete operations manual — from step-by-step LLC creation to protecting your taxation with the Spanish tax authority.

📖 Before you start: This guide is extensive (~1-2 hours of reading). Consider it a reference manual: you don't need to read it all at once. You can go through sections as needed at any time.

Part of the content is public and another part is reserved for Devil Club members 🔒. Locked sections are automatically unlocked when you log in.

5 Phases. From zero to documented structure.

Phase 1

🧱 The Foundations

What is an LLC, why the USA, how it works, and myths to forget.

Phase 2

🔍 El Filtro

Is it right for you? Compatibility, ETBUS, the Manager, and the Operating Agreement.

Phase 3

💶 Your Money and Taxes

IRPF, VAT, US/Spain tax obligations, withdrawals, deductible expenses, and tax residency.

Phase 4

⚙ ️ Daily Operations

EIN, banking, accounting, privacy, and crypto post-DAC8.

This guide is constantly updated. Tax legislation changes, IRS rules evolve, and we keep this document up-to-date. If anything changes, you'll know here first.

Table of Contents

Phase 1

🧱 The Foundation: What is a U.S. LLC and Why Create One

What the Spanish tax authority doesn't tell you and your buddy won't either. Understand the legal basis to sleep tight.

🔑 What is a U.S. LLC? (Pass-through and Disregarded Entity)

Forming a U.S. LLC as a foreign founder – U.S. flag

Let's start with the fact that LLC stands for Limited Liability Company, or "Limited Liability Company". These are very popular and flexible legal business structures for many digital businesses or freelance professionals.

Why? Because they offer the best of both worlds: limited liability (like a corporation) and flexible management and taxation (similar to a self-employed worker or partnership), but with fewer formalities.

🔑 Key Concept: "Pass-Through" (Transparency)

💡

In many cases, LLCs function as «pass-through» entities. This means that the profits generated at the end of the year are directly attributed to their owner and must be reported on their personal tax return, such as their the Spanish tax authority's IRPF or equivalent, depending on their tax residency.

You can't accumulate profits indefinitely without being taxed. That's why LLCs are designed to invoice, spend, and be taxed in an orderly fashion.

Another advantage is that LLCs don't need a board of directors or mandatory annual meetings, which simplifies their management. This is especially attractive to small businesses or solo entrepreneurs.

The so-called "pass-through taxation" means that the LLC's profits and losses are passed on to the personal tax return of the member or members, avoiding double taxation that affects corporations.

🚫 The Problem of Double Taxation

It occurs when a company pays taxes on its profits in the country where it's registered and then its owners pay taxes again in their country of fiscal residence on the dividends they receive. This system can generate a high tax burden. LLCs avoid this problem by being taxed only once (at the owner's level).

0%
USA corporate tax for LLC Disregarded Entity for non-residents
Pass-through
Profits pass directly to the owner without double taxation
💰
How much would you save exactly? Use our LLC vs self-employed savings calculator to crunch the numbers with your real data.

🌍 Why the American LLC dominates global digital business

💡

The LLC isn't a modern "loophole" or a glitch in the Matrix. It's a proven tool.

It was born in Wyoming in 1977. It was a radical innovation designed to combine the best of two worlds: the bulletproof protection of large corporations and the tax agility of personal partnerships.

In the 90s, the U.S. adopted this model. Today, it's the gold standard for digital commerce.

Why do Silicon Valley startups and global freelancers use the same structure? For three market-breaking advantages:

Pure Efficiency — Lean organizational structure. Fast and affordable.
Minimal Bureaucracy — Simplified regulatory requirements. More business, less paperwork.
No Double Taxation — Elimination of traditional corporate tax.
🇺🇸
Spoiler Alert: While Wyoming has the fame, New Mexico has the efficiency. (We'll get to the state battle later, but keep that name in mind).

⚖ Is it legal to open an LLC in the U.S. as a Spaniard?

Spoiler: Yes. But only if you understand the rules of the game.

If you're a tax resident in Spain, creating a LLC (Limited Liability Company) in the U.S. is one of the smartest legal forms available. It allows you to own a foreign company without legal or tax issues, as long as you declare what's owed.

📈 Benefits for your business

Benefits for your business
  • Pass-Through Efficiency: The LLC doesn't pay corporate taxes (like Spain's Corporate Tax). Profits pass directly to the owner, who reports them on their personal tax return. No double taxation.
  • No Spanish Regulations: Without a Permanent Establishment in Spain (if you meet the rules), you avoid local bureaucracy, corporate social security contributions, and quarterly VAT.
  • Global Market: Operate without geographic borders. Ideal for digital services, SaaS, or international e-commerce.

👁 Transparency vs. Privacy

💡
A LLC can be anonymous (in states like New Mexico), offering privacy from competitors or frivolous lawsuits. But be aware: anonymity is commercial, not tax-related.

🚨 CRITICAL OBLIGATION: Form 5472 and 1120

🚨

If you own more than 25% of a foreign LLC, you must report transactions between you and the LLC to the IRS each year.

The Penalty: Automatic fines of up to $25,000 for not filing or filing incorrectly.

(Don't worry: our flat fee includes filing for you).

Stay transparent with the IRS and you'll have an advantage. Hide things, and you'll have problems.

🚫 «You can do it yourself, it's easy» — the WhatsApp group is lying

Whenever someone asks about U.S. taxes in an entrepreneur group, the self-proclaimed expert shows up and tells you to do it yourself. This conversation — with names changed — is real:

🌍
Entrepreneurs around the world
Carlos, Silvia, Marcos, Victor, +243
TODAY
Carlos M.
I did it myself, be careful — the deadline was April 15… although you can request an extension. 13:06
Be careful, they'll fine you $25,000 😬 13:06
Silvia R.
Carlos M. I did it myself, be careful — the deadline was…
Have you done it yourself or delegated it? Recommendations 🙏 13:08
Marcos G.
Reach out to @Devil Club if you need help with that. 13:11
Dunning-Kruger 📉
Victor P.
You can do it yourself, it's easy, simple, and family-friendly 👨‍👩‍👧‍👦 13:14
But it depends on your time, of course. 13:14
Devil Club Victor P.: You can do it yourself, it's easy…
PTIN? Reportable Transaction Codes? Related Parties? 1120 pro-forma vs 1120 normal?

If you don't know what any of those four things are, you're one CP-215 away from discovering that "easy" costs $25,000. 13:17 ✓✓

Filing Form 5472 yourself seems like a good idea until you see what's inside the form. Three reasons you shouldn't:

🎓 No PTIN = illegal

The IRS requires anyone getting paid to prepare a return to have a PTIN (Preparer Tax ID Number). Your Spanish accountant cousin doesn't have one. Neither does that $30 Fiverr gig. If they sign without a PTIN, it's fraud; if they don't sign, you're fully responsible to the IRS.

🧩 TurboTax does not do 1120 pro-forma

No consumer software (TurboTax, H&R Block, FreeTaxUSA) supports the 5472 + 1120 pro-forma combo for foreign-owned SMLLCs. It requires professional software or manual preparation on paper, then certified mail or fax.

👥 Related Parties olvidadas

Form 5472 requires reporting every transaction with related parties: yourself, your holding company, your spouse, other LLCs. 95% of DIY filers omit this. The IRS cross-references data with banks via FATCA/CRS. Base penalty: $25,000.

💡
Saving $400 on tax preparation to risk a $25,000 penalty is a bad deal. See tax filing options →

💰 Advantages of Forming an LLC: Economic and Tax Sense

Choosing a U.S. LLC is a strategic decision. We seek operational efficiency and a solid legal framework globally.

⚙️ Management and Structure Total control without bureaucracy
🎛️
Flexibilidad Total

As a Single-Member Disregarded Entity, you control operations without partners or complex structures. You adapt to the fast digital market without bureaucracy.

🛡️
Limited Protection

Your personal assets are protected from debts or lawsuits. The LLC creates a clear firewall between your finances and the business.

🕵️
Privacidad en el Registro

Some states (NM, WY) allow you to keep your name private. You protect your business identity while still complying with the tax authority.

📊
Contabilidad Simplificada

As a pass-through entity, you don't file complex annual accounts. Income and expenses flow directly through. Less paperwork, lower costs.

📉
Costes Eficientes

Formation and maintenance are very cost-effective. No large upfront expenses, making it easier to get started.

✂️
Reduced Bureaucracy

Fewer forms and regulations. Focus on growth, not filling out PDFs for administration.

🚀 Ventajas Operativas Opportunities that an LLC can't access
💳
Access to Stripe USA

Better rates, more integrations, and services than the European version. Ideal for info-products and SaaS.

💵
Access to the US Dollar

Stability against local volatility. A strong currency for international negotiations.

🏦
Top Banks

Top-tier products, multi-currency accounts, and easy international payments.

🦄
Investment & VCs

More attractive to foreign investors. If you're seeking funding, being in the U.S. makes a difference.

🏆 Strategic Advantages Posicionamiento global
⚖️
Entorno Legal Favorable

Clear laws, small business incentives, and robust intellectual property protection.

🌍
Global Reputation

Having an American company carries weight. It conveys trust, professionalism, and seriousness.

🌐
Internationalization

Sell to the world with ease. The network of trade treaties works in your favor.

💡
«Setting up a U.S. LLC isn't just about tax optimization; it's about enjoying limited protection, simplified management, and a suitable framework for global success

🇺 🇸 U.S. LLC vs. Company in Ireland, Estonia or Dubai

The United States is more than just Hollywood. It's an administrative paradise for global entrepreneurs. The LLC was created to help modest self-employed workers, but it has evolved to be used by everyone from freelancers to million-dollar empires.

🏆 The American Advantage

The American Advantage
  • Economic and Fast: Set up in days, not months. Maintenance costs are ridiculously low compared to Europe.
  • 100% Remote: Create and manage your company without setting foot in the U.S.
  • Scalability: Suitable for invoicing $10,000 or $10 million.

⚠ BUT... IT'S NOT THE ONLY OPTION (COMPARATIVE)

🇮🇪 Irlanda (La Corporativa)

  • Corporate Tax: 12.5% (Low, but you pay).
  • Market: Total access to the EU.
  • ❌ The Barrier: Requires at least one EU resident director. Higher bureaucracy and costs.

🇪🇪 Estonia (La Digital)

  • Digitalization: 100% online with e-Residency.
  • Taxation: 0% if you reinvest (Deferral).
  • ❌ La Barrera: Pagas 20% al repartir beneficios (no es Pass-Through puro como la LLC).

Singapore, Hong Kong, and Cyprus are also options, but for a Spain resident, they often add complexity (CFC rules, gray lists, etc.).

💡
Devil Club tip: Before committing to a country, weigh the pros and cons. For digital entrepreneurs seeking simplicity and pass-through, the U.S. is often the best choice. If you're unsure, consult an international tax expert.

🚀 9 Strategic Reasons to Choose an LLC

Forming an LLC (Limited Liability Company) can be a good option for digital entrepreneurs and businesses looking to optimize their structure for global expansion and efficiency. Here are the key reasons to consider this legal form:

Here's what you gain in practice:

🛡
Asset Protection — You separate your personal assets from business debts. If the company fails, your personal assets are protected.
💸
Tax Efficiency — You avoid double taxation. Profits are only taxed at your fiscal residence, not at the company level.
Easy Management — No complex accounting or heavy annual reports required. A well-managed Excel sheet is sufficient.
📉
Affordable Costs — Annual maintenance costs are low compared to a European S.L. More resources for growth.
📊
Expense Flexibility — Deduct business-related expenses like travel, software, and technology. If it's for business, it's deductible (following your country's rules).
🕵
Confidentiality — In states like NM or WY, your name isn't public. Protect your strategy from competitors.
💳
Access to Stripe & Banking — Tap into USA payment gateways (less hassle) and dollar-denominated accounts without traveling.
📦
E-commerce Power — Access to Amazon FBA USA, trust certificates, and global suppliers.
🛂
USA Gateway (Visas) — Smooths investment visas (E-2) or transfer (L-1) if you want to live there.

🛡 Limited Liability and Anonymous LLC: Your Legal Shield

Responsabilidad limitada de una LLC – proteccion de activos personales

Protection isn't magic. To maintain it, you must respect the separation between business and personal finances. You'll lose protection if:

Commingling funds: Using the company card for personal expenses like groceries or rent.
Committing fraud: Illegal activities or gross negligence in management.
Personal guarantees: Offering personal guarantees for LLC loans (making you personally liable).

🕵 The Superpower of Anonymity (Anonymous LLC)

In Spain, anyone can find out who owns an S.L. or where a self-employed worker lives with a simple search. In the U.S., states like New Mexico, Wyoming, or Delaware allow you to register an LLC without your name appearing in public records.

An anonymous LLC is a company registered in states like New Mexico, Delaware, or Wyoming, where the owner's name doesn't appear in public records. This extra layer of privacy can be very useful in sectors like cryptocurrencies, cybersecurity, or brand protection, where strategic anonymity is an asset.

But be aware: registral anonymity doesn't exempt you from your tax obligations as a Spanish resident. This is where many people get confused…

What Anonymity DOES Do

  • Hide your name in public databases of the state where the LLC is registered.
  • Make casual searches or unofficial tracking of ownership more difficult.
  • Give you an advantage in markets where privacy is a valuable asset.

What Anonymity DOES NOT Do

  • Doesn't eliminate your obligation to report LLC income on your Spanish tax return if you're a Spanish tax resident.
  • Doesn't allow you to deduct personal expenses as business expenses (groceries, rent, vacations…).
  • Doesn't protect you from the Spanish tax authority if you make unsubstantiated transfers between your LLC account and personal accounts in Spain.

So, is it worth it?

Yes, it serves to protect your privacy, not to hide income. A well-used anonymous LLC:

  • Allows you to operate discreetly.
  • Protects your business strategy and image.
  • Strengthens your positioning in niches where confidentiality matters.

That's right, as long as you correctly declare your income and comply with your tax obligations as a Spanish taxpayer.

Although there is currently no obligation to report to FinCEN if you are a non-resident and your LLC does not have ECI/ETBUS, laws change. Stay up to date to avoid surprises.

💡
Anonymity can be a business shield, but it's not a tax shield. Complying with the tax authority is not optional, but how you structure your company is. The key is to optimize without crossing the line.

🔒 Protocolo «Fantasma Digital»

To be truly invisible, an anonymous LLC is not enough. You need to master three elements to operate securely.

🔒

Digital Ghost Protocol — Members only

Unlock with Devil Club →

Already a member? Log in →

👻
The «Relics of Privacy»
The Invisibility Cloak — 100% USA Infrastructure. Private hosting and domain (no Whois). Corporate email (no Gmail). American phone number (Tello) and residential VPN.
💎
The Resurrection Stone — The Manager's Shield. Your name doesn't sign public contracts. A Manager signs (ours or yours). Your identity dies publicly.
🪄
The Sauco Wand — Silent Banking. The trick is choosing accounts with no interest. No interest = No Form 1042-S = No automatic reporting.

🧰 Your Tactical Arsenal (Direct Access)

  • Namecheap: Dominio + Email
  • Tello Mobile: USA phone number
  • VPN Premium: Residencial
  • Mercury Bank: USA banking

🛠 Secure Setup Strategy

Keys to avoiding rookie mistakes:

  • Tello: Activate with eSIM using WiFi.
  • Namecheap: Always enable «WhoisGuard».
  • Mercury/Relay: Choose «Checking Account». 0% Interest = 0 Alerts.

📍 Best state to register your LLC: Wyoming vs. Delaware vs. New Mexico

Not all states are created equal. Some are for giant corporations and others for smart entrepreneurs. Out of 50 states, these three are the top contenders for your LLC.

👔 Delaware

«El favorito de Wall Street»

Standouts for their legal security and sophisticated legal framework. Ideal for attracting investors and customizing complex structures.

The downside: Higher annual costs (Franchise Tax) and bureaucracy you don't need as a solopreneur.

🤠 Wyoming

«The original bunker»

Offers solid asset protection, limiting creditors' reach. No state corporate or personal income taxes.

The downside: Requires a public «Annual Report» that slightly disrupts the simplicity magic.
🚀 New Mexico — «The king of privacy and savings»

Shines for its administrative efficiency. Fast, no Annual Report required, and minimizes management. Keeps your name out of the public record by default.

  • ✓ Lowest cost.
  • ✓ Zero annual paperwork.
  • ✓ Full privacy on the registry.
💡
The Verdict If you're not a U.S. citizen or resident, New Mexico is the best option. Period. We handle everything so you can get started on the right foot in the right state.

⚠ What happens after forming your LLC (and nobody tells you)

Most providers give you formation papers and disappear. But forming an LLC is only 20% of the work. This is what you need to actually operate:

Necesidad Formacion low-cost Devil Club
Permanent Registered Agent Extra ($125–$299/yr) ✓ Always included
Annual tax filing (5472 + 1120) Find a CPA ($200–$500) ✓ Included with wizard
Bookkeeping / accounting Find a bookkeeper ($150+/mo) ✓ Integrated with your bank
Compliance (FBAR, BEA, BE-13) Nobody warns you it exists ✓ Automatic
Substance before the Tax Authority No considerado ✓ Gobernanza documentada
Soporte en Spanish No disponible ✓ WhatsApp/Telegram + Lucy IA
💡
The low-price trap: a $39 formation service seems cheap, but when you add up everything you need to operate legally, you end up paying more than with an all-inclusive service. And without the peace of mind that comes with it.

🏛 How the IRS classifies your LLC: Single-Member vs. Multi-Member

The IRS (Internal Revenue Service) is the U.S. tax agency. They see you differently if you're solo versus with partners. This is where your tax future is decided:

👤 Single-Member LLC (Unipersonal)

  • The IRS considers it a «Disregarded Entity».
  • Invisible: La LLC no «existe» a efectos fiscales federales.
  • Transparent: You're taxed as a self-employed worker, but in your country of residence (Spain).
✅ Recommended for Spaniards and expats

👥 Multi-Member LLC

By default, the IRS treats it as a Partnership.

  • Members report their share of profits.
  • Requires complex informational returns (Form 1065).

📄 Corporation Option: You can elect to be treated as a C-Corp (Form 8832).

Danger: The LLC pays taxes and you do too (dividends). Double taxation.

❌ Not recommended for Spanish residents
👫
What if we're two partners? In our experience, Multi-Member LLCs are a bureaucratic headache: more forms (Form 1065), more cost, more complexity, and almost zero sales in our ecosystem. The reality is that a good Operating Agreement with internal agreements solves 95% of cases between partners without needing a Multi-Member LLC. If not, two independent Single-Member LLCs (one per partner) is a cleaner alternative. We don't officially offer Multi-Member LLC services because we think there are better options.
We handle creating your Single-Member LLC. Your structure WON'T pay taxes in the U.S. as long as you follow two golden rules:
  • No U.S. employees.
  • No need to have a physical office in the U.S.

🧠 LLC Disregarded Entity: What it means and how it works

LLC sin establecimiento permanente in Spain – Disregarded Entity

When an LLC has a single owner and hasn't elected to be taxed as a corporation, the IRS classifies it as a Disregarded Entity.

🧠 What does 'Disregarded' mean?

🧠
It means that for U.S. federal tax purposes, the LLC is 'ignored' and everything is directly attributed to its owner. But note, it's only ignored for tax purposes, not legally.

For you, as a tax resident in Spain, this implies two parallel realities:

🇺🇸 En EE. UU.

If you're not an ETBUS (no physical presence), you don't pay federal tax.

But you do fulfill reporting obligations: Form 5472 + pro-forma 1120 each year.

🇪 🇸 🇪🇸 In Spain

Profits are considered foreign attributed income (RAR).

They are taxed in your IRPF (General Base or Savings, depending on the activity).

Common Mistake: Thinking «Disregarded» = Non-Existent. Tax-wise, it may be invisible in the U.S., but legally, the LLC exists. It has its own EIN, signs contracts, and protects your assets. In practice: Tax simplicity in the U.S. + Legal shield for your personal assets.

🚧 Limitations to Consider

🚧

Despite its advantages, this structure has restrictions:

  • No partners allowed: It's «Single-Member». If you want formal partners, the rules change (Partnership). But note: even if the LLC has only one member, the Operating Agreement allows structuring payments to third parties — via service contracts, intellectual property licenses, or profit-sharing agreements. You own 100% of property, but profits can flow to collaborators through legitimate operating expenses, without adding members or changing tax structure.
  • Double Compliance: You must file paperwork in the U.S. (informational) and in Spain (tax-related). This adds some administrative burden.

Main Characteristics:

💰
Pass-through Taxation: Profits are not taxed at the company level (avoiding double taxation), but in your personal tax return.
🛡
Limited Liability: Your personal assets are protected from business debts (as long as you keep accounts separate).
📋
Less Bureaucracy: No annual meetings, no complex minutes. Agile management.
📝
Custom Agreements: You define the rules in the Operating Agreement.
🌍
No Permanent Establishment: With no office or employees in Spain, you maintain international advantages.

So, before choosing this structure, make sure it aligns with your goals. (Spoiler: If you're a digital freelancer, it's often a great fit).

💱 How an LLC is taxed on the IRPF: Attribution of Income Regime

LLC Pass-through – Como is taxed una LLC americana en el IRPF Spanish

In practice, the pass-through turns the LLC into a tax channel: what enters the company, the Tax Authority considers it yours that same year. Your role is to document each figure and maintain impeccable order.

💸 The Case of €50,000:

💸

Imagine your LLC earns €50,000 in net profits. As a pass-through entity, that €50,000 directly adds to your personal taxable base in Spain.

This means you'll declare the full amount on your IRPF as foreign-attributed income, applying the applicable tax bracket according to the tax authority's scale for that year.

📍 Where and why it's taxed

  • 🇪 🇸 🇪🇸 Spain (IRPF): You are taxed via RAR, applying the IRPF brackets and rules corresponding to your case.
  • 🇺 🇸 🇺🇸 U.S.: Federal tax only applies if ECI/ETBUS exists. If not, you don't pay tax there, but you report (5472 + 1120 pro-forma).

📊 How it integrates into your IRPF (Practical Keys)

  • Naturaleza de la renta: El RAR mantiene la naturaleza original.
    • If you sell services/infoproducts → Foreign Economic Activity Income (General Base).
    • If you earn interest/dividends → Capital Investment Income (Savings Base).
  • Conversion to euros: Use the official exchange rate on the accrual date or the annual average exchange rate from the Bank of Spain.

⚠ Common mistakes that cause problems:

Believing that «if I don't withdraw the money, I'm not taxed» → FALSE in RAR.
Reporting it as «dividend» in IRPF → It's not.
Including personal expenses in the LLC → You lose deductibility and expose yourself to adjustments.

🇵🇾 And in Paraguay? In Paraguay, there is no Income Attribution Regime (RAR). With a territorial regime, the benefits of your LLC (foreign source) are taxed at 0%. No automatic imputation: you only pay IRP (10%) on what you distribute locally. No fictitious income, no forced pass-through. Explore residency change →

🔄 Flujo de Caja & Fiscalidad

🇺🇸 Operating LLC
👥
Global Clients Collect payments via Stripe US, Wise, or direct transfer to Mercury Ingresos Brutos en USD
🏦
Mercury (LLC Account) All funds land here. No withholding, no friction. $0 US Taxes
Gastos operativos
🧾
Gastos & Proveedores Software, hosting, ads, freelancers, herramientas… 100% Deductible (pre-tax)
Ingresos − Gastos = Beneficio Neto
💸
🇪🇸 Tax Residency
🏠
Personal Account (ES) Transfer net profit via Wise/Mercury → your bank Your living money
⚖️
IRPF (Modelo 100) You declare the net profit as foreign attributed income 📅 April–June of the following year
📋
Obligaciones anuales Modelo 720 (assets >$50K) · Form 5472+1120 (IRS) · Devil Club Worksheet
⚠️ Attribution of Income Regime: Net profit earned is taxed in your IRPF even if you don't bring it to Spain. Not optional.

🇵🇾 And in Paraguay? In Paraguay, the territorial regime eliminates automatic attribution. Your LLC's profits are only taxed if you distribute them locally (10% tax). No forced distributions, no progressive tax, no Form 100. The money left in Mercury is 100% yours. Explore residency change →

🤝 Spain-US Tax Treaty and Your LLC

Spain and the U.S. have a tax treaty to prevent citizens and companies from paying taxes twice on the same income.

🎯 Objetivo

The treaty sets clear rules on where and how much you pay in taxes, promoting trade and investment. Basically, it prevents the Spanish tax authority and the IRS from fighting over your money.

💰 Beneficio Principal

If you've already paid in one country, you won't pay in the other. You can deduce what you paid in the U.S. from your Spanish tax bill.

🧠 How does it work in practice?

Think of it like being a citizen of one country and earning money in another. This agreement tells you that you might not have to pay taxes in the country where you earned that money.

  • If you're Spanish and earn money in the U.S., you might not have to share your profits with the U.S. government.
  • This agreement also eliminates double taxation on dividends, interest, and royalties.
Important: Complying with these rules requires accurate reporting in both countries and record-keeping. A tax advisor specializing in the U.S. market can save you trouble and money.

📄 See Official Document (BOE) →

📊
Savings Calculator Compare self-employed in Spain vs LLC in the US with your actual numbers
See it now →

📋 Tax Obligations of Your LLC You Didn't Know About

Obligaciones de una LLC ante el IRS – formularios 5472 y 1120

Who Do You Report To?

Running a U.S. business while living in Spain is a balancing act:

  • One Wants Your Money: the Spanish tax authority wants to collect on your global profits.
  • The Other Wants Your Data: The IRS doesn't want your taxes (if you do it right), it wants your financial information.

The Deal? The U.S. lets you operate tax-free in exchange for using its currency (the Dollar), consuming its services, and providing market intelligence on your global business.

🇪🇸 Tax Authority (Spain)

Your Obligation: PAY.

If you reside more than 183 days per year here, you're a tax resident. You must report and pay taxes on your U.S. business profits (via IRPF).

⚠ Your tax rate depends on your personal situation.

🇺🇸 IRS (EE. UU.)

Your obligation: REPORT.

Even if you don't pay taxes there (no office or employees), you must be transparent with the Internal Revenue Service.

  • Form 5472 + 1120: Mandatory annual report.
  • Philosophy: 'You only report there, but information is power.'
💡
Devil Tip: What's the Double Taxation Agreement for? The U.S. and Spain have a treaty so you don't pay twice. It lets you deduct U.S. taxes paid in Spain (if any). Requirement: File Form 1040-NR and have an ITIN number. *Consult a specialized advisor before doing this. It's tricky terrain.

☠ Consecuencias de Incumplir

Our goal isn't to scare you; it's to help you understand why you must act within the legal framework. If you play by the rules, you win. If you improvise, you lose.

📋 Your 5 Commandments (Responsibilities)

1
Dual Taxation: U.S. reports (Form 5472 + 1120) and Spanish tax return (IRPF).
2
Asset Separation: Separate accounts. Your personal money and LLC funds don't mix until distribution.
3
Documentary Support: Invoices and contracts for everything. No paper, no paradise.
4
NO Permanent Establishment: Avoid offices and employees in Spain if you want to keep the tax advantage.
5
European VAT: Use OSS or a Merchant of Record to avoid complications with EU sales.

🇵 🇾 🇵🇾🇺🇸 And in Paraguay? In Paraguay, your obligations are drastically reduced: you only comply with the IRS (5472+1120) and submit your annual IRP to the DNIT (a single declaration). No Modelo 720, no 100, no 130, no 184. The DNIT does not have an aggressive automatic exchange with the US like the AEAT. Explore changing your residence →

🚨 COMMON ERRORS AND RISKS

It's crucial to understand the responsibilities of operating an LLC. Lack of knowledge or non-compliance can lead to significant risks. Our goal is to help you understand why you must always act within the legal framework to prevent unnecessary consequences. Key responsibilities to keep in mind:

💸
Penalties: Failing to declare obligations in your country can result in considerable fines and surcharges. A forgotten Form 5472 can lead to an initial $25,000 fine.
🔍
Audits: There are international agreements. If there are discrepancies between your lifestyle and reported income, you'll be investigated.
👻
Income Attribution: If the LLC is deemed 'instrumental' (a sham), all income will be attributed to you personally with penalties.
🛡
Loss of Liability Protection: If you commingle personal and business assets ('piercing the veil'), you lose limited liability.
🚔
CRIMINAL RISK (FRAUD): In cases of tax fraud with significant amounts and proven intent, consequences include imprisonment. Don't optimize to the point of committing a crime.

🔑 How to sleep tight

  • 📂 Transparency: Maintain clear records and document all financial operations.
  • 🔗 Coherence: Align your LLC's activity and structure with your tax residence and applicable laws.
  • 🧠 Expert Advice: International taxation is complex; having a qualified professional ensures your strategy is legal and tailored to your situation.
💡
Conclusion: An LLC is a powerful tool when managed rigorously. With proper planning and compliance, you'll have protection, order, and peace of mind.

🔒 How do they catch you? The Tax Authority's Radar (CRS/FATCA)

The Spanish tax authority isn't all-knowing. They don't have a crystal ball. To catch you, they need a "trigger" or a "trail." Generally, 90% of inspections originate from one of these four errors.

🔒

The Tax Authority's Radar — For members only

Unlock with Devil Club →

Are you already a member? Log in →

📡 The 4 Attack Vectors

1
The CRS Trap (EU Banks)

The Mistake: Opening an account for your LLC in a European fintech (Wise Europe, Revolut Business LT/BE, Qonto, etc.).

The Radar: These entities are UNDER CRS (Common Reporting Standard) regulations. Even if your company is U.S.-based, if you have a euro IBAN, it's in Europe, and the bank will automatically report the balance to the tax authority if it detects you're a resident there, especially with DAC8.

2
Hansel and Gretel's Trail

The Mistake: Using your LLC's card for daily life in Spain (Mortgage, Water or Services, Gym, Amazon ES, Internet).

The Radar: If the Spanish tax authority cross-references data and sees a foreign card paying recurring expenses of a tax resident, you've created a physical and traceable link between your LLC and yourself. Boom! Effective address demonstrated and attribution of all unreported income.

3
El Chivatazo (Factor Humano)

The Mistake: Telling your structure to someone you shouldn't or having intimate enemies.

The Radar: An angry ex-partner in a contentious divorce or a business partner you fired. This is the #1 source of "anonymous" inspections. Discretion is your best asset.

4
El Ego Digital

The Mistake: Putting 'CEO at [Your LLC's Name]' on LinkedIn or Instagram, while being geolocated in Spain.

The Radar: Inspectors use Google. If you publicly identify yourself as the director of a foreign company and don't report anything on the Modelo 720 or IRPF, you're putting a target on your back.

🛡 El Escudo de Acero: USA vs. CRS

The U.S. DID NOT sign the CRS. It signed the FATCA. This means:

  • The world sends data to the U.S. (FATCA).
  • The U.S. DOES NOT automatically send data to the world (except in cases of severe fraud or terrorism).
  • If your money is in a 100% U.S. bank (Mercury, Relay) and you don't generate interest (to avoid Form 1042-S), you're digitally invisible to the European automatic radar.
🤐
Golden Rule: Financial privacy is not a crime, it's a right. If you leave no physical (card) or digital (CRS) trails, you maintain your sovereignty.

💥 Debunking Myths: «Not taxed without distribution», «It's Illegal», «Leaving it at 0», «$18,000 Deduction», and «Invisibility»

The internet is full of "gurus" recommending magic tricks. Be careful: what works in a TikTok video can be a crime in real life. Let's debunk the 3 most dangerous myths with the law in hand.

Myth #1

The "Technically..." Myth ("If I don't bring the money, I don't get taxed")

This is the most sophisticated and dangerous myth. It's based on a very attractive theory that goes like this:

💨

"If your LLC is a Foreign-Owned Disregarded Entity, U.S. law doesn't 'attribute' the income to you, it only requires you to 'report' it. Therefore, in Spain, you only get taxed on the money you actually withdraw (distributions)." — Internet snake oil salesmen 💨

It's the famous "technically..." thesis. Its foundation is a literal interpretation of IRS forms.

Reality

🛑 THE REALITY (The Tax Authority's Hammer):

🛑

Although the technical defense is clever, it crashes against the principle that the tax authority systematically applies: Economic Reality.

  • Who gets the income? You.
  • The company pays taxes? No (it's pass-through).

Inspector's conclusion: The benefit is yours from the moment it's generated. For the tax authority, your LLC being disregarded is the definitive proof of its total transparency, not a shield of opacity.

For 99% of entrepreneurs, the aggressive approach doesn't compensate for the stress or the cost of defense. Peace of mind is priceless.

🛡 Via Conservadora («La Fortaleza»)

  • Declare 100% of annual profits on your income tax return via RAR.
  • Face higher short-term tax costs.
  • SANCTION RISK: ZERO*. Sleep tight.

*As long as everything is properly documented.

⚔ Via Agresiva («Guerra de Guerrillas»)

  • Only report distributions (what you withdraw).
  • Exige defensa impecable: Manager en USA, actas, evidencia de actividad corporativa real…
  • LIKELY OUTCOME: Audit, lengthy and costly litigation.
Myth #2

«It's a Tax Haven and It's Illegal»

This is fear #1. You've probably heard this urban legend at a holiday dinner or online forum:

🍺
«Having a foreign company while living in Spain is for drug traffickers or tax evaders. If the tax authority finds out, they'll crush you.» — Your brother-in-law at the bar 🍺
Reality

🛑 THE REALITY (the U.S. isn't a pirate island):

💡
The United States is the world's largest economy, not a tax haven. Forming an LLC is a internationally recognized legal structure that allows you to own a foreign company without legal issues.
Common Misconception: Thinking 'Disregarded' = Non-Existent. While your LLC may be tax-invisible in the U.S., it legally exists. It has its own EIN, signs contracts, and protects your personal assets. In practice: U.S. tax simplicity + legal shield for your personal assets.

⚖ Your 2 Shields of Legality:

1. La DGT lo reconoce

The Spanish Tax Authority has confirmed in binding consultations that LLCs are valid and transparent ('pass-through') entities that must be taxed in the partner's IRPF. (This isn't a loophole; it's regulated).

2. El Convenio Fiscal

The U.S. and Spain have a Double Taxation Agreement since 1990. This treaty exists to facilitate doing business in both countries without paying taxes twice on the same income.

🧠 THE DIFFERENCE BETWEEN LEGAL AND ILLEGAL:

What's illegal isn't HAVING an LLC. What's illegal is HIDING it. If you declare your profits (Modelo 100) and file your informative models (Modelo 720 if you have >$56,000), you're a global entrepreneur complying with the law. If you hide it, you're a tax evader. Simple as that.
Myth #3

'If I empty my account at the end of the year, I don't pay taxes'

If you've searched 'how to avoid paying taxes with an LLC' online, you've probably come across this 'tax engineering' advice. It's the most common trap.

😷
'If you spend all your money before December 31st and leave your account at zero, you have no profits and therefore pay nothing.' — Masked Man 😷 PD: (now in jail)
Reality

🛑 THE REALITY (the tax authority isn't stupid):

🛑

Taxation doesn't look at your bank balance on New Year's Eve. It looks at your annual flow (Actual income - deductible expenses).

If you invoice €50,000 and spend €50,000 on personal things, to the tax authority your profit is still €50,000… and they'll penalize you for not declaring it.

⚠ THE DANGER: «Tax Simulation»

If you «empty» your account by spending on personal vices (clothing, leisure, housing) and pass them off as business expenses, you're committing fraud. If you can't document that these expenses generated income for the business, you're exposing yourself to an inspection and sanction.

When does this strategy work? (The Legal Way)

Having zero profit is perfectly legal if it's real. This means you've reinvested all income in business growth through permitted expenses.

✅ IF YOU CAN DEDUCT:

  • Software and tools.
  • Advertising and Marketing.
  • Freelancers and staff.
  • Specific training.

❌ IF YOU CAN'T DEDUCT:

  • Personal purchases.
  • Rent/Electricity at your home.
  • Offices in Spain (EP!).
  • Salaries in Spain.
💡
Practical Example: How to do it right. Invoices $30,000. You spend $30,000 on advertising and programmers (with invoices). You have $0 left. 👉 Result: You don't pay any IRPF because there's no income. It's 100% legal because every dollar is justified.
Myth #4

«Can I deduct $18,000/yr for remote work?»

Some «LLC sellers» claim you can deduct up to $1,500/mo for working from home.

💨
«There's a US law trick that lets you deduct $1,500/mo for working from home. That's $18,000/yr tax-free.» — Smoke seller on YouTube 💨
Reality

🛑 THE REALITY (we wish):

🛑
It doesn't apply as they think, and it doesn't fit your context. It's a misinterpretation of the American Home Office Deduction.

Let's break it down:

🇺🇸 In the United States

  • The actual deduction is $1,500/YR.
  • Only applies if you're taxed there (Self-employed).
  • Doesn't apply to you: As a Disregarded entity and being taxed in Spain, this rule doesn't affect your IRPF.

🇪🇸 In Spain

  • Only deductible if you're a Self-employed worker and have exclusive space.
  • ⚠ HIGH RISK: If you allocate part of your home to the LLC, you may create a Permanent Establishment (PE).
  • That complicates your tax situation.
Conclusion: Neither $1,500/month in the U.S. nor $18,000/yr in Spain. Optimizing isn't inventing.
Myth #5

«The Spanish tax authority can't see what I have in the U.S.»

This is the «Ostrich» myth. Many believe physical distance equals tax invisibility. The idea is that if the bank server is in New York or on the Blockchain, the Spanish tax authority's binoculars can't reach there.

👻
«The U.S. doesn't sign the CRS (automatic exchange). The tax authority has no idea what I have in Wise or Crypto. If I don't bring the money to Spain, I'm invisible.» — The «Ghost Investor» of X.com 👻
Reality

🛑 THE REALITY (Yes and No):

🛑

It's true: the tax authority doesn't have a real-time «window» into your Mercury account in dollars. But the noose is tightening.

The Spanish tax authority is blind in the U.S.… until it's not. A single cross-border transfer to a Spanish account, a card payment with your name on it, or a random inspection of your foreign assets can unravel everything.

🚨 2025 UPDATE: The DAC8 Directive

🚨

Don't feel safe in 'limbo.' With DAC8, the European Union requires the automatic exchange of information on:

  • Cryptoassets: Anonymity is over for centralized exchanges based in Europe.
  • Electronic Money (E-money): If you hold balances in Euros (€) on European-based platforms and banks, it's easier for alarms to go off.

🚫 What a LLC Doesn't Do: 7 Things Nobody Tells You

Before we proceed, let's take a step back. A LLC is a powerful tool, but it's not magic. If someone sold you on these ideas, they lied:

❌ What it DOES NOT DO
  • It doesn't eliminate taxes. You still pay taxes in your country of fiscal residence.
  • It doesn't make you invisible to the tax authority. There are cross-border reporting obligations.
  • Doesn't change your tax residency. You live in Spain = you pay taxes in Spain.
  • No personal expense deductions as if they were business expenses.
  • Doesn't automatically shield you from RETA if you provide personal services.
  • Not an offshore account to hide money. That's a crime.
  • Doesn't work on autopilot. Requires annual maintenance, compliance, and filings.
✅ What it DOES DO
  • Separates your personal and business assets (limited liability).
  • Gives you access to US banking, payments, and tools.
  • Reduces total tax burden if structured correctly (deductible expenses).
  • Generates economic substance outsifrom Spain with a Manager.
  • Allows invoicing in USD to global clients without being self-employed in Spain (RETA gray area).
  • Offers commercial anonymity (NM doesn't publish the owner).
  • Simplifies operations vs. an SL: no notary, no minimum capital, no intra-community VAT.
💡 Golden rule: If someone promises you that with an LLC «you won't pay taxes», run. A well-set-up LLC optimizes, not eliminates. The difference between tax optimization and evasion is jail.

🔍 The Filter: Is Your Business Compatible with an LLC?

🎯 Who Benefits from Opening a U.S. LLC? Digital Entrepreneur Profile

Emprendedor digital teletrabajando – perfil ideal para abrir una LLC

If you're a digital entrepreneur in Spain (or living outside Europe) working with clients worldwide, there's a legal structure that can become your best ally: the LLC.

🚀 What does it allow you to do?

Optimize your management, pay fewer taxes legally, and document your personal wealth. All in a flexible format designed for global businesses.

Not everyone fits with an LLC. But if you see yourself in one of these 6 profiles, you're likely losing money and peace of mind by not having one:

💻
Digital Services: You offer tech solutions, SaaS, web development, apps, or any online platform.
📹
Content Creators: You produce videos, podcasts, blogs, or any type of monetizable content at a global scale.
📦
E-commerce & Dropshipping: You sell products online without needing to store physical stock.
🎨
Digital Freelancers: You work 100% online for international clients as a designer, programmer, copywriter, or translator.
📈
Marketers and Consultants: You help businesses grow with digital strategies or specialized advice.
🧠
Coaches and Mentors: You offer sessions or programs for personal development, wellness, or online training.
🎯
If you recognize yourself in this list, an LLC isn't just an option… it's the missing piece to scale without borders.

But be careful: it's not a universal solution. Before taking the step, you must understand your tax and legal obligations.

💡 A solid structure can be the difference between a business that grows unencumbered and one that gets bogged down in unnecessary taxes and paperwork.

✅ Businesses compatible with an LLC: Complete list of activities

Negocios y actividades NO compatibles con una LLC en USA

While LLCs offer a flexible and highly attractive structure for digital entrepreneurs, their suitability really depends on the nature of your activity and your tax residence. To operate with full legal certainty, it's crucial to understand which business models are truly compatible with an LLC under U.S. law and the law of your country of residence.

In the case of Spain and the U.S., only certain types of activities can fully leverage this vehicle. The golden rule is twofold: avoid generating a permanent establishment in Spain and don't fall into the ETBUS (Engaged in Trade or Business in the U.S.) category on U.S. territory.

🌳 Arbol de decision rapida

Is your business 100% digital? No physical location, no warehouse, no employees in Spain
SINO
Do you sell to customers outside of Spain? International customers or 100% online
SINO
No employees in Spain? You don't hire local talent
LLC compatible Tu perfil encaja al 100%
⚠️
CUIDADO Risk of Permanent Establishment if all your clients are Spanish
🛑
STOP — LLC isn't for you Physical business = automatic permanent establishment. You need an SL or self-employed worker.

👇 Search your specific activity in the interactive detector

🧭 LLC Compatibility Detector

Search your activity to see if you can operate without a Permanent Establishment in Spain.

🔍
ActivityVerdictQuick Analysis
💡
🔄 What's your alternative if you're in the red/unviable on the list?

A LLC on its own isn't your definitive solution, but you can use Combined Strategies:

  • 🏢 Use an SL or Self-Employed Worker for the physical/in-person part in Spain.
  • 🇺🇸 Complement with an LLC for digital areas, marketing, or international expansion.

*This way, you separate risks, optimize taxation for the digital part, and comply with local regulations.

Related Operations: Transparency and Compliance

When two related companies (e.g., with the same owner) conduct transactions with each other, these are considered related-party transactions. It's essential that these transactions are conducted with total transparency and legality to ensure regulatory compliance.

📏 Principio de Plena Competencia

Tax regulations state that related-party transactions must be valued at arm's length prices, i.e., at the price that would have been agreed upon between independent parties in free competition. This principle aims to ensure that profits are correctly allocated to each entity, preventing artificial profit shifting for tax purposes.

Real Services
Invoices must correspond to services actually rendered or goods actually delivered.
Fair Valuation
The agreed-upon prices must be consistent with those that would apply between unrelated companies.
Comprehensive documentation
It's crucial to have detailed contracts, valuation reports, and proof of actual service performance or goods delivery. This is essential to justify operations to the Spanish tax authority.
Consequences of non-compliance: Manipulating prices or simulating related-party transactions can be considered tax fraud. This carries significant fines, penalties, and, in cases of substantial amounts, even imprisonment. Tax authorities closely scrutinize these transactions to detect irregularities.

💡 Recommendation: Always conduct related-party transactions with maximum transparency and at market prices. Consult with a tax advisor specializing in international taxation to ensure correct compliance.

🔍
Not sure if your business is compatible? Take our free compatibility test and find out in 2 minutes. Or check the full list of businesses compatible with LLC.
Test de Compatibilidad Find out in 2 minutes if an LLC is right for your business
View now →

🎯 Real use cases: 4 profiles that successfully use LLCs

Not all digital businesses use LLCs the same way. Here are 4 real profiles of entrepreneurs operating with American LLCs, with the particularities of each model:

💻
Freelancer Digital

Profile: Developer, designer, copywriter. Invoices US/EU clients. Receives USD via Mercury.
LLC Advantage: Invoices without being self-employed (gray area under RETA), receives dollars, deducts tools and software.
Risk: If you personally provide services > €30K/year, RETA is likely.

📢
Service Agency

Profile: Marketing, development, or consulting agency with a remote team. Contractors in Latam/Asia.
LLC Advantage: Pays contractors in USD without friction, centralizes international invoicing, scales without country limits.
Risk: If you have employees in Spain, EP is automatic. Contractors yes, employees no.

🎬
Infoproductor / Creador

Profile: Sells online courses, mentorships, templates. Global audience. Uses Hotmart, Gumroad, Teachable.
LLC Advantage: Marketplaces (Hotmart, Gumroad) manage VAT for you. Passive income does not generate habitual RETA.
Risk: One-on-one mentorships if they are personal services. Recorded courses, no.

🛒
E-commerce / SaaS

Profile: Sells digital or physical products (dropshipping, print-on-demand, SaaS). Stripe/Shopify as a payment gateway.
LLC Advantage: Native US Stripe account, no Stripe Atlas limits. Platform expenses are deductible.
Risk: Sales Tax if you exceed the threshold in states with a limit. B2C to EU = destination VAT (use MoR or OSS).

💡
Don't recognize yourself in any of these? Each case is unique. In the free consultation we analyze your specific model and tell you if the LLC fits or if there's a better option.

🚩 ETBUS and Permanent Establishment: The red lines of your LLC

To operate legally from Spain without being taxed in the U.S. or considered a disguised Spanish company, you must respect two key concepts. These are your two red lines. If you cross them, you'll get burned.

The Rules of the Game (Red Lines) 🚩

Avoid the following to prevent issues with your LLC:

🚩 1. DON'T be an "ETBUS" (To avoid US taxes)

The term ETBUS (Engaged in Trade or Business in the United States) is the IRS criterion to determine if your activity is sufficiently connected to the US, requiring you to pay federal taxes there. It depends not only on your physical location but also on whether your business has a presence or means in US territory.

Even if your LLC is a disregarded entity (taxed in your name, not the company), it may be considered ETBUS if certain criteria are met, generating federal tax obligations.

🚫 IF I'M ETBUS I pay US taxes
  • 🏢 Real Physical Presence: Office, warehouse, employees, or managers living there.
  • 🤝 Dependent Agents: People in the US with the power to sign contracts on your behalf.
  • 📈 "Connected" Income (ECI): Sales generated directly by your physical structure there.
✅ I'M NOT ETBUS 0% US taxes
  • 🌍 100% Remote Management: You operate from Spain. No office or employees on U.S. soil.
  • 📦 Externalized Logistics: You use Amazon FBA or 3PLs. They handle shipping, you just give the order.
  • 💻 Digital Sales / Services: The server may be in the U.S., but your "brain" (you) is outside.
Note: These are general criteria. If you have your own fulfillment, exclusive dedicated servers, or U.S.-resident partners, consult on a case-by-case basis.
💡 What if I'm an ETBUS?
  • You must file a U.S. tax return.
  • You'll pay federal taxes on U.S.-connected income.
  • You might even need to file Form 1120-F (even if you're disregarded).
🎯 So, does ETBUS affect me?

👉 If you sell digital services from outside the U.S., chances are you are NOT an ETBUS.

👉 As long as you don't have a physical presence or specific U.S. source income, you won't have tax obligations there beyond informational forms (like 5472).

Note: ETBUS isn't the only criterion that can affect your U.S. taxation. Factors like entity type, tax treaties between your country and the U.S., and applicable deductions or credits also matter. Before making a move, consult a tax advisor who knows the American market.

🚩 2. Don't have a "Permanent Establishment" (To avoid being an S.L.)

Your LLC is American by birth, but it can become Spanish through "contagion." If you cross this line, the Spanish tax authority will treat it as an S.L. and require everything (IS + VAT).

⚖ Lo que dice la Ley (Art. 5 OCDE / Art. 13 IRNR)

"A foreign entity has a Permanent Establishment in Spain if it has a fixed business location (office, premises) or acts through an authorized dependent agent who can contract on its behalf."

☠ Generas EP si…
  • You Have a Physical Office: A premises, warehouse, or coworking space paid for by the LLC in Spain.
  • You Have Payroll: You hire salaried employees in Spain in the LLC's name.
  • You're a "Dependent Agent": You sign contracts in person or regularly negotiate with clients in Spain on behalf of the company.
✅ You're safe if…
  • You're 100% Digital: Your infrastructure is in the cloud (servers, SaaS), not on Spanish soil.
  • Freelancer Use: You contract B2B services (invoicing), not employees (payroll).
  • Remote Management: Operations aren't tied to a fixed location here.
🏆 The Result: Rental Income Attribution (RIA)

If you don't have a PE, the LLC doesn't exist for Corporate Tax. It becomes transparent.

You pay taxes (IRPF), but the company pays nothing. No corporate VAT, no Corporate Tax, and no local accounting

⚠ The Threat: Effective Management

🇺 🇸 🧠 Even if your LLC is registered in 🇺🇸 the U.S. and has no permanent establishment in Spain, understand the scope of effective management . This criterion only matters when the entity is taxed on its own (e.g., a C-Corp or an LLC taxed as a corporation).

In contrast, if your LLC is a disregarded entity and in Spain is considered under the rental income attribution (RIA) regime, it lacks its own tax personality and can't be considered a tax resident in Spain.

In that case, the effective management has no legal effect on the entity, and taxation falls directly on the partner through IRPF.

✅ LLC Disregarded (Transparente)

Since it lacks its own tax personality (you're the taxpayer, not the company), the entity's effective management technically has no legal effect. Taxation falls on the partner via IRPF

❌ C-Corp / Opaca (Contribuyente)

If the entity is taxed on its own and you're managing it from your couch in Spain, the Spanish tax authority will apply the law to consider it fiscally resident here and charge Corporate Tax.

🧾 What does the law say if the LLC isn't pass-through?

Practically speaking, effective management only matters if the entity is taxed independently. That is, if your LLC:

  • ❌ Wasn't incorporated under Spanish law
  • ❌ Doesn't have its registered office in Spain
  • ✅ But you manage everything from Spain and the LLC is taxed as a corporation (C-Corp), the tax authority might consider it fiscally resident in Spain (art. 8.1.c LIS).
⚖ Article 8.1.c of Law 27/2014:

“An entity is considered fiscally resident in Spain when it has its effective management seat in Spanish territory. Effective management is understood to exist when the management and control of its activities are located in Spain.”

🎯 Control vs Ownership: It's not the same as being the owner or being in charge

"The day the IRS asks you who's in charge here, you'd better have an answer that isn't you."

This is the most important concept in this guide. If you understand it, everything else falls into place.

Imagine you buy an apartment building. You're the owner (proprietor). But you don't paint the walls, fix pipes, or collect rent. For that, you hire a property manager. You decide whether to sell the building or raise rents. They execute, sign, comply, and manage day-to-day.

Your LLC funciona exactamente igual:

👤 Tu = Member (Dueno)

  • You are the 100% owner of the LLC
  • You decide the strategy: what you sell, to whom, for how much
  • You receive profits (distributions)
  • Live wherever you want: U.S., Latam, Asia…
✅ Owner ≠ Operational control

⚙ Manager (U.S. Administrator)

  • U.S. citizen with U.S. domicile
  • Signs documents, responds to the IRS, manages compliance
  • Authorizes distributions of profits
  • You make day-to-day operational decisions
🛡 The one in charge in the eyes of the IRS
👤
YOU (Member / Owner) 📍 Spain / Latam — Strategy and profits
YOU DELEGATE CONTROL
Manager (Devil Club LLC) 🇺🇸 U.S. — Sign, comply, authorize, compliance, IRS, bookkeeping
🔍
You (Operational Scout) 🌍 Where you live — You identify opportunities, execute productive tasks, and propose operations
✅ Result with the IRS LLC managed from the U.S. → No Permanent Establishment in Spain

👥 Roles within your LLC

Why does it matter to know who's who? If the Spanish tax authority inspects you, they'll ask: «Who decides?», «Who signs?», «Who executes?». Each role has a specific function in the defense narrative:

🔍

You — Member / Operational Scout

Owner and productive driver. You identify opportunities, propose operations, and execute what generates value (or delegate to freelancers). Your proposals require approval from the Manager. You produce, the Manager authorizes.

Manager (Devil Club LLC)

Executive decision-making capacity. Manages the LLC from the U.S.: signs, compliance, IRS, bookkeeping, and authorizes distributions. The person who «calls the shots» on paper.

📝

Authorized Representative

Authorized person to act on behalf of the LLC with banks or specific institutions (e.g., opening an account with Mercury).

📚 The OA: Where it's written who calls the shots

All this is formalized in the Operating Agreement. It's not a generic document — it's designed so that the Member (you) do not appear as the one controlling the LLC. The Manager has executive power. Some key clauses:

«The Manager shall have exclusive authority…» — The Manager has exclusive authority for daily operations. You don't decide when a bill is paid or when a form is submitted.
💰
«Distributions require Manager approval…» — You can't take money out of the LLC whenever you want. The Manager checks solvency and authorizes it first. This creates real administrative friction = substance.
📍
«Principal office: [Address in NM, USA]…» — The LLC's headquarters are in the U.S. The applicable law is that of New Mexico. Meetings are held in American jurisdiction.

📋 The Governance System: Every Decision Leaves a Trail

At Devil Club, we use a system we call Governance Ledger (governance ledger). It sounds technical, but in practice, it's simple: each decision requiring Manager authorization is documented with date, signature, and reference number.

📋 Transaction IDs

Every request that goes through the Manager (distribution, contribution, contract, investment) gets a verifiable unique code. It's the governance trail of your LLC.

📝 Resolutions

When the Manager approves a distribution or makes a key decision, they sign a Manager Resolution. It's a formal record of the decision.

📊 Reports

Quarterly and annual. Summary of operations, distributions, and LLC status. If the IRS asks, you show them the report.

💡
Simple translation: The Ledger is your «black box». If one day, the Spanish tax authority comes to ask questions, you open the box and show them: «Look, here are all distributions authorized by the Manager, with date, reason, and signature. It's not a fly-by-night operation; it's a real company managed from the U.S.»
🎯
Why does all this matter? Because the tax authority isn't going to ask you how much you're billing. They're going to ask who's in charge. And if the answer is «me, from my living room in Madrid», it doesn't matter how well your OA is written. The key isn't the paper: it's that reality matches what the paper says. We call this substance.

🔒 Your Biggest Enemy Isn't the Tax Authority: The 7 Mistakes That Destroy Your LLC

The structure may be perfect. The Operating Agreement flawless. The Manager real. But if you do any of these things, it all falls apart. The most serious errors don't come from the IRS — they come from the client themselves.

📝

Signing contracts yourself

💳

Using the account for personal use

📧

Wanting to control everything

🤷

Ignorar el compliance anual

🔒

7 fatal mistakes + how to avoid them — For members only

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🚨 Uncomfortable fact: 90% of LLCs that 'fail' before the IRS don't fail due to structure. They fail because the owner self-sabotages.
1
Sign contracts in your name. Every time you sign as «John Doe» instead of «[LLC Name], by its Manager», you're saying you're the one in control. The IRS doesn't need more proof than that.
2
Use the LLC's account for personal expenses. Netflix, Amazon, grocery shopping. Mixing assets = you lose the corporate veil. If the IRS sees the LLC's account paying your rent, game over.
3
Want to control every detail. «I want to approve every invoice», «I want to access everything», «I want to sign the resolutions myself». Understandable, but every control action you take IS evidence of management from Spain.
4
Forget about compliance. The 5472 is due in April. The FBAR too. If you don't file, a $25,000 fine. It's not a «I'll do it later».
5
Post on social media that you «have a company in the U.S.» LinkedIn, Instagram, podcasts. The IRS also has the internet. Your «CEO of my LLC» post is a public confession of control.
6
Don't separate distributions. Every transfer to your personal account should be documented as «Owner's Draw» with a Manager's resolution. Without paperwork, it's an irregular withdrawal.
7
You think an LLC is a 'set it and forget it' entity. It's not. It requires annual filings, renewals, and substance maintenance. If you abandon it, you'll accumulate penalties and lose your shield.
🛡
The solution to all of the above: Delegate effectively. Let your Manager handle signing, managing, and documenting. You decide the strategy (which clients, pricing, products) — your Manager executes the visible operations. That's how Devil Club works.

The Solution: Manager Service for Your LLC (Your 'Proof of Life' to the Spanish Tax Authority) 🛡

If your LLC is transparent (disregarded), the tax authority won't try to claim that 'the company lives in Spain.' Since you're already taxed on your IRPF, that's not a concern for them.

Their real attack is much more dangerous: Simulation. The tax authority will try to prove that your LLC is a 'paper company' or a 'shell company.' They'll claim that since you're doing everything from your home couch, the LLC doesn't have real activity in the U.S. and is just a trick to deduct expenses or move money.

This is where our U.S. Manager service becomes your best defense.

Why do you need a Manager if you're 'already paying' in Spain?

For a company to be respected, it must have economic substance. If you're the only one signing, moving funds, and making decisions, the company is you, not the LLC.

A Manager breaks that total control and provides the reality that the tax authority hates:

1
It's not a one-man show: There's a real administrative structure in the U.S. that validates your decisions.
2
Governance Control: Fund movement isn't free or discretionary. A Manager verifies solvency and federal compliance and issues documentary authorization before an outflow. This doesn't imply custody of funds or trusteeship over assets.
3
Real Executive Management: The company's administrative 'heart' beats in the U.S. (where the Manager is), not in your living room.
🛡 The Solution: Your U.S. Manager

We act as your company's operational platform. We handle legal compliance, bank solvency, and supplier validation directly from the U.S., ensuring the company's administrative 'heart' beats outside of Spain.

📄 El Contrato de Management (Tu Escudo) — Incluido en Tarifa Plana

The entire relationship is formalized through a service contract between your LLC and our entity (a U.S. Person with real operational headquarters).

  • Documents that executive management occurs outside of Spain.
  • It's tangible proof of substance in the face of inspections or requirements.
1
Comprehensive Formation: We form the LLC and obtain an EIN. A customized Operating Agreement formally designates Devil Club as Manager with defined executive powers — and is sealed with SHA-256.
2
Governance Ledger — Immutable Documentary Trail: Each corporate decision (resolutions, contracts, authorizations) is recorded with SHA-256 hash and anchored to the Bitcoin blockchain via OpenTimestamps. Publicly verifiable proof that the company operates and is governed — not just paper with no history.
3
Comprehensive Bookkeeping — Accounting as Evidence: We sync Mercury and Wise directly to the dashboard. Every transaction is categorized, reconciled, and available as proof of real economic activity. The unified monthly report (bookkeeping + ledger + insights) consolidates everything into one auditable document.
4
Federal Management (IRS/FinCEN): We oversee and submit mandatory annual tax returns:
  • ✓ IRS: Forms 5472 and 1120
  • ✓ FinCEN: Reporte BOI
  • ✓ BEA: Encuesta BE-13
  • ✓ FinCEN: Reporte FBAR-114
5
Lucy AI — Continuous Monitoring: Our ecosystem's AI analyzes your LLC every week: it cross-references bookkeeping, ledger, and compliance to calculate a Health Score (0–100) and generate proactive alerts. If something goes off track, Lucy detects it before it becomes a problem. You don't wait for an inspection to know how you're doing.
6
Support and Coordination: We resolve questions, coordinate with the Registered Agent, and accompany you during official inspections. When the Spanish tax authority calls, your Corporate Evidence Dossier is already generated and ready to be submitted.
Important: This service isn't a magic tax solution, but an essential element to add real substance to your LLC and strengthen your documentary and legal defense before the tax authority.
The Devil Club Documentation System
Most providers give you an empty shell. We document 9 layers of real corporate activity. Each one serves a purpose. Together, they build a defendable LLC.
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Arma 01
Operating Agreement
Define the rules of the game
See in detail →
🛡
Arma 02
Manager Designado
Executes rules from the U.S.
See details →
📊
Arma 03
Governance Ledger
Demuestra que se ejecutan
See details →
Arma 04
Firma de Contratos
Separa tu persona de la LLC
See details →
💰
Arma 05
Bookkeeping
Backs up with real numbers
See details →
📋
Arma 06
Tax Filing
Confirm compliance with the IRS
See details →
Arma 07
Lucy — IA
Monitors, analyzes, proposes, and documents
See details →
📍
Arma 08
Tax Presence Tracker
Records days by country, automatic passive evidence
See details →
📦
Arma 09
Dossier de Evidencia Corporativa
Consolida todo. El entregable final.
See details →
Arma 10
Public API
Automate and control from your code
See details →
📜
OA
define
🛡
Manager
ejecuta
📊
Ledger
demuestra
Contratos
separa
💰
Bookkeeping
respalda
📋
Tax Filing
confirma
Lucy (IA)
analiza
📍
Tracker
ubica
📦
Dossier
consolida
API
automatiza
📜
Capa 01
Operating Agreement Personalizado
The DNA of your LLC — 15+ pages in U.S. legal English

A generic OA downloaded from the internet is a 3-page form that doesn't protect anything. Ours is a legal document with:

  • Devil Club as designated Manager with real executive authority
  • Defined powers: contract signing, account opening, expense approval
  • Explicit limitations: asset sales, debts, structural changes require your approval
  • Documented and auditable decision-making processes
  • Indemnification clauses and owner protection
  • Exit and dissolution procedures without legal gaps
Without this component: the Spanish tax authority requests your OA, sees a generic PDF without a Manager, and concludes you're managing the LLC from home. Simulation case file.
Set up your customized OA →
🛡
Capa 02
Manager Designado en EE.UU.
Effective address in U.S. territory — documented and traceable management

The tax authority's question isn't «How much do you invoice?». It's «Who's in charge?». The Manager disrupts that narrative:

  • Documented management from the U.S.: Executive decisions with traceable records
  • Governance control: The Manager checks solvency before authorizing documents
  • Real separation: You propose strategy, the Manager executes visible operations
  • Binding veto: If an instruction compromises the LLC, the Manager vetoes it
Without this component: You're the only one who signs, moves the bank, and decides. The LLC is an extension of you.
See the complete Manager ecosystem →
📊
Capa 03
Governance Ledger (La Caja Negra)
Immutable registry with SHA-256 hash of each corporate decision

The Operating Agreement states how governance should work. The Manager executes it. The Ledger records its execution:

  • Total traceability: Each documented authorization with verifiable cryptographic hash
  • Cryptographically verifiable: SHA-256 hash per resolution, unalterable history
  • Cumulative history: Years of documented governance = accumulated corporate evidence
  • Public verification: Any verifiable resolution en devil.club/verify
Without this component: You claim your LLC has governance, but you can't prove it. Your word against the tax authority — and they always win.
See Governance Ledger details →
Capa 04
Firma de Contratos por el Manager
You're not listed. Your name isn't there. Your signature isn't there

Every contract you personally sign is a bullet against your own structure. When the IRS sees Devil Club LLC, Manager of [Your LLC], they see an independent entity:

  • Personal-corporate separation: The LLC acts as an autonomous entity
  • Providers and tools: Signed by the Manager, not you
  • Acuerdos comerciales: Partnerships, NDAs — la LLC es la parte
  • Ledger recording: Each contract documented with date and reference
Without this component: A single contract signed by you can dismantle years of structure.
See contract signing details →
💰
Capa 05
Bookkeeping Sincronizado
Professional accounting synced with Mercury and Wise from the U.S.

All members have Bookkeeping Basic: synced transactions, KPIs, and reclassification. With Manager, bookkeeping steps up:

  • U.S. books: Accounting records under Manager custody in the United States
  • Bank sync: Mercury and Wise connected — each transaction classified in real-time
  • Professional PDF reports: Monthly, quarterly, and annual reports with tax narrative
  • Tax Filing foundation: Numbers directly feed into forms 5472 + 1120
No Manager: You have Bookkeeping Basic (transactions and reclassification), but data doesn't automatically feed your tax return and you don't have professional reports.
See Bookkeeping en detalle →
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Capa 06
Tax Filing (5472 + Pro-Forma 1120)
Visible compliance with the IRS — $25,000 penalty if you don't file

Your LLC doesn't pay taxes in the U.S. — but it's required to report. Tax Filing is proof that your company complies:

  • Form 5472: Transactions between the LLC and its foreign owner
  • Pro-forma 1120: Informative corporate return — no payment generated
  • Powered by Bookkeeping: Numbers come from Manager's accounting
  • Managed deadlines: Manager files on time. No surprises
Without this component: Not filing Form 5472 = $25,000 penalty. And if the Spanish tax authority sees your LLC isn't complying in the U.S., the narrative of a «real business» falls apart.
See Tax Filing details →
Capa 07
Lucy — Your Business AI
The AI that monitors, analyzes, proposes, and documents

A real company doesn't just operate — it analyzes, decides, and documents. Lucy is the AI in the Manager ecosystem: she uses 5 real data sources to generate proactive governance:

  • Monthly, quarterly, and annual reports: Written in a human voice, citing real numbers and comparing to previous periods
  • Health Score (0–100): Compliance, finances, profile, and engagement — at a glance, you know how your LLC is doing
  • Proactive proposals: Every week, Lucy suggests concrete actions you can approve or reject from your dashboard
  • Ledger-sealed: Each recorded decision is sealed with SHA-256, verifiable at devil.club/verify
  • Adaptive persona: Lucy learns from your decisions, your industry, risk tolerance, and stated goals
Without this component: Your LLC operates blindly. There's no analysis, no proposals, no evidence that someone is thinking strategically. The tax authority sees a shell with no brain.
Conocer a Lucy →
📍
Capa 08
Tax Presence Tracker
Automatic geolocation evidence — passive day tracking by country with 183-day threshold alerts

Each time you access the panel, the system automatically logs your country of origin. Without lifting a finger, you build a verifiable map of your presence by country that complements your file in case of a tax inspection.

  • Passive tracking: Activated with each login. No additional steps required
  • Annual calendar: Monthly view with country color codes and source indicator (auto / manual / inferred)
  • 183-day alerts: Notification when you approach the threshold that triggers tax residency in most jurisdictions
  • Exportable: PDF report to attach to your file or deliver to your advisor
Without this component: Your geographic mobility remains undocumented. In the event of an inspection, the burden of proof for where you spent your days falls on you — and reconstructing it from emails and cards is laborious and imprecise.
See Tax Presence Tracker in detail →
📦
Capa 09
Dossier de Evidencia Corporativa
The final deliverable — all evidence in a single document ready for your lawyer

The previous 7 tools generate evidence over years. The Dossier is the complete dump of everything — organized, sealed, and ready for your tax advisor to evaluate and use:

  • §1 Foundational Structure: Current OA, designated Manager, defined executive powers
  • §2 Executive Authority: Management Contract, formal designation, effective date
  • §3 Governance History: All Ledger resolutions with verifiable SHA-256 hashes
  • §4 Contractual Activity: Contracts signed by the Manager on behalf of your LLC
  • §5 Financial Substance: Accounting summary, income/expenses, synced bank
  • §6 US Tax Compliance: Form 5472 + Pro Forma 1120 filed
  • §7 Proactive Governance: Strategic reports, approved decisions, directives

Automatically generated, organized by year, with index, professional cover, and cryptographic seal. Your advisor receives a 100+ page PDF with all the organized evidence. No improvising, no searching for papers — working with real data.

Without this component: You have scattered evidence in emails, drives, and screenshots. Your lawyer needs more time. Document disorganization hinders any verification process. Years of real activity are lost because you can't present it in an orderly fashion.
See Corporate Evidence Dossier details →
Capa 10
Public API
Full programmatic access — automate your LLC from your own code

The previous 8 tools generate data, documents, and evidence. The API gives you direct access to everything from your own code:

  • 7 endpoints REST: /v1/bookkeeping, /v1/ledger, /v1/documents, /v1/entity, /v1/profile, /v1/reports, /v1/payments
  • 12 granular scopes: control exactly what each API key can do
  • Bearer token authentication: API keys in dc_live_xxx format, SHA-256 in DB
  • Security: IP whitelisting, rate limiting (100 req/hr), configurable expiration
  • Audit log: each call is logged with IP, timestamp, and used scope

Ideal for technical clients who want to automate bookkeeping via Mercury/Wise, build custom dashboards, or export data to external accounting software (Xero, QuickBooks). Your LLC, your data, your control.

Without this component: You're 100% dependent on the web panel to consult data. You can't integrate your LLC with your own systems or automate accounting. Each piece of data you need requires manual access.
See Public API in detail →
No corporate documentation
  • Generic MOI downloaded from the internet
  • No Manager — the owner does everything
  • No record of decisions
  • You personally sign contracts
  • No real bookkeeping — a hastily downloaded CSV
  • Last-minute tax filing
  • No AI or governance analysis
  • Scattered evidence in emails and drives
  • No programmatic access — everything manual
Undocumented structure. Greater exposure to requirements.
VS
With Devil Club System
  • Custom Operating Agreement with Manager, 15+ pages
  • Devil Club como Manager ejecutivo
  • Ledger with years of verifiable resolutions
  • Contratos firmados por el Manager
  • Bookkeeping sincronizado Mercury/Wise
  • Professional tax filing derived from bookkeeping
  • Lucy (IA) with proactive proposals sealed in Ledger
  • Dossier de Evidencia Corporativa: todo consolidado en un PDF profesional
  • Public API: full automation from your code
Documented and verifiable structure. Your advisor has everything ready.
OA + Manager + Ledger + Contratos + Bookkeeping + Tax Filing + Lucy (IA) Dossier + API
= Documented, traceable LLC, ready for any verification
7 layers generate evidence. The Dossier consolidates it. The API automates it. You don't need a Manager — you need a system. See the complete system →

🔒 Tu Cortafuegos Legal: El Modelo de Gobernanza Corporativa

Devil Club's Management Contract is not a simple management agreement: it's an Executive Fiduciary Mandate that establishes real corporate controls over your LLC. Inside, you'll find how the Executive Authority, Solvency Lock, Governance Ledger with SHA-256 verification, and Treasury Authorization Policy work.

🔒

Exclusive content for members

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Real, Not Decorative Corporate Governance

Devil Club's Management Contract and Operating Agreement establish a corporate governance model where the Manager (Devil Club LLC) exercises real executive authority over administration, treasury, and federal compliance of your LLC. Each corporate decision is recorded in a verifiable ledger. We explain how each mechanism works.

👥 El Modelo de Dos Roles

The structure separates functions into two roles with clearly defined competencies by contract:

🏛 Designated Manager (Devil Club LLC)

  • Exclusive executive authority over administration, treasury, and federal compliance
  • Mandatory ratification or veto on contracts >$1,000 USD
  • Prior authorization for distributions, transfers >$10,000, and financial commitments >$10,000
  • Execution of solvency stress-tests before each distribution
  • Binding veto if an operation compromises financial viability or tax compliance
  • Maintenance of corporate books and records in the U.S.
  • Management of federal obligations (IRS, forms, compliance)

🔍 Operational Scout (You, the Member)

  • Identification of business opportunities, customers, and suppliers
  • Proposal of business operations to the Manager for ratification
  • Day-to-day operational execution within authorized limits
  • Solicitud formal de distribuciones de beneficios
  • No authority to commit the LLC to contracts >$1,000 without Manager approval
  • No ability to interfere with federal compliance decisions

This separation is not rhetorical. The agreement states that all decisions made under this framework are considered corporate decisions made under the jurisdiction of New Mexico. The Manager operates from the U.S. and exercises authority from U.S. territory.

🧠 Executive Ratification and Veto Power

Clause: Executive Ratification & Veto Power

Any contract, agreement, or commitment exceeding $1,000 USD requires the Manager's digital signature or approval to be valid. Without this ratification, the act does not bind the LLC.

The Member acts as Operational Scout: identifies the opportunity, negotiates preliminary terms, and presents the operation to the Manager. The Manager evaluates the operation from a financial viability and compliance perspective and issues their ratification or veto.

What does this mean in practice? The LLC cannot assume significant obligations without an executive decision made from the U.S. This generates a real and documented governance flow for each relevant operation.

🔒 Protocolo Solvency Lock (Candado de Solvencia)

Clause: Treasury Management & Solvency Lock

Before authorizing any distribution of profits to a Member, the Manager runs a Solvency Stress-Test. This test verifies that the LLC maintains sufficient liquidity to:

  • Cover outstanding federal and state tax obligations
  • Maintain an operating cushion for recurring expenses
  • Not compromise the entity's financial viability

If the stress-test determines that funds are insufficient, the Manager issues a binding veto blocking the distribution. The Member cannot force a distribution vetoed by the Manager.

This mechanism protects the LLC's financial integrity and prevents piercing the corporate veil. If corporate funds are treated as the owner's personal account, limited liability protection weakens. The Solvency Lock ensures this doesn't happen.

💰 Treasury Authorization Policy

Clause: Treasury Authorization Policy

The Management Contract requires prior explicit Manager authorization for the following transactions:

💸
Profit distributions: Any withdrawal of corporate funds to a Member requires a formal request and approval following a Solvency Stress-Test.
📤
Transfers over $10,000: Any fund movement above this threshold requires approval from the Manager.
📝
Financial commitments over $10,000: Contracts, subscriptions, investments, or any significant financial obligations.
🤝
Related-party transactions: Any transaction between the LLC and a Member (or related entities) requires Manager approval, without exception.

This policy ensures that significant financial movements of the LLC go through an independent executive filter, operating from the U.S.

📓 Governance Ledger — Immutable Record with SHA-256

Clause: Governance Ledger (Operating Agreement)

Each executive action by the Manager — ratifications, vetoes, treasury authorizations, stress-test results — is recorded in the Governance Ledger, a digital corporate minutes book.

How does SHA-256 verification work?

  • Each ledger entry generates a unique SHA-256 cryptographic hash based on its content (date, action, parties, result).
  • This hash acts as a digital fingerprint: if someone modifies a single comma in the record, the hash changes and the tampering is exposed.
  • Hashes are chained sequentially, so each entry references the previous one. This creates a verifiable integrity chain.
  • The result is a corporate record that can be mathematically audited: any third party (auditor, tax authority, court) can verify that the records have not been altered.

The Governance Ledger is not decorative. It's the documentary proof that each corporate decision was made following the governance protocols established in the Operating Agreement, with complete traceability from request to resolution.

🚫 Protocolo de No-Interferencia

Clause: Non-Interference Protocol

The contract explicitly states that the Member cannot interfere with the Manager's decisions regarding federal compliance, tax policy, or corporate administration.

If the Manager determines that a Member instruction compromises the LLC's financial viability or compliance with U.S. regulations, the Manager is contractually obligated to veto that instruction.

This creates a clear governance hierarchy: compliance with U.S. federal law takes precedence over owner instructions. The Manager is not an order executor — they're an independent fiduciary.

Right to Freeze — Clause 2.B

The Manager reserves the explicit right to freeze or reject distributions if the LLC lacks sufficient liquidity to meet its U.S. tax obligations. This clause exists specifically to prevent piercing the corporate veil.

“The Manager reserves the EXPLICIT RIGHT TO FREEZE OR REJECT distributions if the Company lacks sufficient liquidity for US tax obligations... prevent piercing the corporate veil.”

This mechanism ensures that LLC funds are treated as corporate funds subject to governance, not as the owner's personal assets. The distinction is legally determinative.

🏛 Sustancia Corporativa Real vs. Estructuras de Papel

The fundamental difference between the Devil Club model and services that simply 'register an LLC' is the operational substance:

❌ Structure without real governance

  • The LLC is registered with a Registered Agent
  • The owner makes all decisions unilaterally
  • No controls over distributions or financial movements
  • No record of minutes or decision traceability
  • The books are kept (or not) by the owner from their country
  • The 'substance in the U.S.' is reduced to a mailing address

✅ Modelo Devil Club (Manager-Managed)

  • Manager with real executive authority operating from the U.S.
  • Contracts >$1K require executive ratification
  • Distributions subject to Solvency Stress-Test and authorization
  • Governance Ledger with SHA-256 cryptographic verification
  • Books and records maintained in the U.S. by the Manager
  • Manager's binding veto on operations that compromise compliance
  • All corporate decisions under New Mexico jurisdiction

Corporate substance doesn't depend on where the owner lives. It depends on where executive decisions are made, where records are kept, and who exercises fiduciary authority. In the Devil Club model, these three functions reside in the U.S.

🛡 How This Model Protects You

Protection doesn't come from a document stored in a drawer. It comes from a governance system that operates continuously:

  • Each relevant transaction passes through an executive filter in the U.S. before execution. This generates continuous documentary evidence of economic substance and real governance.
  • The Governance Ledger creates an immutable record of corporate decisions. It's not a static document: it updates with every Manager action and is cryptographically verifiable.
  • Solvency Lock provides documentary governance control over distributions. Fund withdrawals require formal authorization after a solvency stress test —the Manager doesn't hold funds, but signs and registers authorization.
  • The Non-Interference Protocol establishes a legal hierarchy where federal compliance prevails over owner instructions. This is authentic corporate governance.
IMPORTANT: USE THE PROTOCOLS.

The governance system works because it's used. Request distributions formally. Send operations for ratification. Don't make relevant transfers without Manager authorization. Each processed request, each veto issued, each stress test executed is another entry in the Governance Ledger —and another piece of evidence that your LLC's corporate governance is real and operates from the U.S.

📜 Your LLC's Operating Agreement: What It Is and Why You Need It

The Operating Agreement (OA) is the fundamental internal document that regulates the operation and management of your LLC.

Although it's not mandatory to file it in many U.S. states, its correct drafting is key to establishing a solid structure, defining roles, and ensuring legal security for your global business.

What Is It Really For?

Operating rules: Defines how decisions are made, how profits are distributed, and how the company is managed.
👤
Owner vs. Manager Roles: For a single-member LLC, clarify whether you manage it directly or delegate to a third party.
📍
Effective U.S. Address: Essential to prevent the Spanish tax authority from considering your LLC a fiscal resident in Spain (by demonstrating that it's subject to U.S. laws).
🛡
Limited Liability Protection: This is what says 'this is a business, not me'. Without it, your personal assets could be at risk for business debts.
🚀 The OA if you use a Manager in the U.S.

If you want to strengthen the economic substance of your LLC and professionalize your structure, an OA helps formalize the delegation of functions to a professional manager.

A well-structured OA with a manager includes:

  • 🔹 Administrative Delegation: The manager handles legal compliance in the U.S., ensuring the LLC adheres to local statutes and regulations.
  • 🔹 Role Clarity: Defines the manager's day-to-day operations and compliance, while you maintain strategic oversight.
  • 🔹 Tax Compliance: The manager handles IRS obligations (official forms), taking that burden off you.

⚖ Importance for Your Legal Security

A well-drafted Operating Agreement and a professional Manager are key evidence that your LLC has real economic substance in its formation jurisdiction (the U.S.).

In short: The Operating Agreement is the legal backbone of your LLC. When properly designed, it allows you to operate transparently and have structured documentation in case of any information request.

📑 Basic Anatomy of an Operating Agreement

A professional Operating Agreement for a Single-Member LLC usually includes these sections:

🏛
I · FORMATION

Name, state, business purpose

👤
II · MEMBERS

100% ownership, capital

⚙️
III · MANAGEMENT

Manager-managed, delegation

💰
IV · DISTRIBUTIONS

Withdrawals with authorization

📊
V · ACCOUNTING

Books, records, fiscal year

🚪
VI · DISSOLUTION

Closure, transfer, inheritance

⚖️
VII · APPLICABLE LAW

NM jurisdiction, indemnification

I
Formation and Purpose — LLC name, state of registration, business purpose (which should be as broad as possible: «any lawful activity»). Date of formation.
II
Members and Ownership — Identifies the sole member (you), their ownership percentage (100%), and their initial capital contribution.
III
Management and Control — Defines whether the LLC is member-managed (you make all decisions) or manager-managed (you delegate to a third party). This is where the role of Devil Club's Manager is formalized.
IV
Distributions and Profits — How and when profits are distributed to the member. Crucial: establishes that distributions require the Manager's (if any) authorization, creating the «administrative friction» that reinforces substance.
V
Accounting and Records — Obligation to maintain books and records, fiscal year (usually January-December), and reporting format.
VI
Dissolution and Transfer — What happens if you want to close the LLC, transfer your interest, or pass away. Defines the liquidation steps and how assets are distributed.
VII
Applicable Law and Indemnification — The LLC is governed by the laws of the state of registration (New Mexico). Includes indemnification clause for the Manager's good-faith acts.
💡 Our Operating Agreement is drafted entirely in U.S. legal English, tailored specifically to the non-resident digital entrepreneur profile. It's not a generic internet template — it's designed to establish real corporate governance with economic substance in the U.S.
📜 Customize Your OA with the Wizard

Clients on the Manager plan can customize their Operating Agreement through a step-by-step wizard. Activate optional clauses, configure variable data, and generate a verifiable PDF:

  • 🔹 Succession and inheritance: Designate an automatic beneficiary.
  • 🔹 Intellectual Property: Assigns all IP to the LLC.
  • 🔹 Confidentiality (NDA): Built-in Member-Manager agreement.
  • 🔹 POA for the IRS: Limited power of attorney (Form 2848).
  • 🔹 Distributions and reserves: Distribution frequency and reserve account.
  • 🔹 Tax election: Explicit statement as a Disregarded Entity.

Open OA Wizard →  |  More information about the OA →

🏛 The Golden Rule: “The Caesar's wife...”

«…must not only be, but also seem to be».

Heads up: Naming a Manager in the Operating Agreement isn't a magic shield if reality says otherwise. It's just another leg on the table.

For your structure to hold up, management must be genuine. If the agreement says a Manager in New Mexico is in charge, but the Spanish tax authority sees you making all the decisions, signing everything, and operating from Spain, reality (substance) trumps paperwork (form). Use it consistently.

🔒 Operating Agreement “Anatomy of Your Deterrent”

Devil Club's Operating Agreement goes beyond a generic template. You'll find analysis of its key clauses: Total Executive Delegation, U.S. Accounting Governance, Controlled Distribution Policy, and how each article reinforces the corporate substance of your LLC.

🔒

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📜
Operating Agreement Anatomy: Clause by Clause

Your LLC's Operating Agreement is designed to establish a real corporate governance framework. Each clause serves a specific function in creating corporate substance in the U.S. We analyze the most relevant ones here.

🏛 Total Executive Delegation (Art. 4.1 and 4.3)

All administrative, financial, and compliance management is formally delegated to Devil Club LLC as Manager, operating from the U.S.

The Member is limited to the role of Operational Scout: identifying opportunities, proposing operations, and executing tasks within the limits authorized by the Manager. Executive decisions—ratifying contracts, authorizing significant expenses, managing federal compliance—are the exclusive competence of the Manager.

Practical implication: There is a formal chain of command where executive authority resides in the United States. The Member cannot commit the LLC to significant operations without Manager approval.

📚 Corporate Books and Records in the U.S. (Art. 6.1)

The Operating Agreement states that the LLC's corporate books and records are maintained in the U.S. under the custody of the Manager.

This includes the Governance Ledger (record of corporate decisions with SHA-256 verification), authorized distribution records, Solvency Stress-Test results, and federal compliance documentation.

Practical implication: Corporate accounting and governance records are located in the U.S. and managed by the Manager. The Manager, assisted by Lucy (AI), issues annual reports and periodic communications to the Member about the LLC's status.

💰 Distribuciones Controladas (Art. 13.1)

Distributions of profits to the Member are not automatic or unilateral. They require:

  1. Formal request from the Member to the Manager.
  2. Solvency Stress-Test executed by the Manager to verify that the LLC maintains sufficient liquidity.
  3. Explicit authorization from the Manager, who can veto distributions if they compromise tax obligations or financial viability.

Practical implication: LLC distributions are subject to documentary governance oversight. The Manager defines authorization procedures, runs solvency stress-tests, and signs off on approvals, but does not hold funds or act as a trustee for assets. This establishes that corporate withdrawals are not made at the owner's discretion, but are governed by executive protocols from the U.S.

In summary: each Operating Agreement clause reinforces corporate substance.

Executive delegation, record-keeping in the U.S., and governance oversight of distribution authorizations are not decorative clauses — they're the pillars of a continuously operating governance model. The key is to use the protocols: formally request distributions, submit transactions for ratification, and allow the governance system to generate the documentary record that supports the substance of your LLC.

Phase 3

💶 Taxes, the Spanish tax authority, and Your LLC's Taxation

How to optimize, comply, and bring the money home without unnecessary 'gifts'.

🏛️ IRPF and U.S. LLC: Income Attribution according to the tax authority

Regimen de Atribucion de Rentas – Como declarar una LLC en el IRPF Spanish

Entities in the income attribution regime (RAR) don't pay taxes as an entity. Instead, their income is distributed to their members, who report it on their individual tax returns. 📋

This also applies to some foreign entities, like U.S. Single Member Disregarded LLCs operating in Spain and taxed equivalently. 🌐

🎯
The Goal: Avoid double taxation. The fiscal transparency principle applies to foreign entities like Single Member Disregarded LLCs under model E. Special regimes – Income attribution regime in Model 100 of the IRPF.
💵
Your LLC factura $60,000 Gross income for the tax year
- Gastos deducibles: $15,000 Software, hosting, ads, contabilidad, RA…
📊
Beneficio neto LLC = $45,000 Utilidad Neta (Net Income)
PASS-THROUGH — La LLC es «invisible»
🇪🇸
Your IRPF in Spain: $45,000 Income Attribution Regime (RAR) — Model 100
Tipo efectivo: ~30-37% According to IRPF brackets. Whether you've brought it to Spain or not.

The issue with Model 100 in LLCs

Is this legal? To put minds at ease, we went straight to the source. We asked the Spanish tax authority to confirm the tax regime and, while we had them, asked for explanations about the infamous 'bug'.

The error occurs when you're declaring these returns:

  • The form asks for your participation percentage in the entity.
  • But it only lets you enter up to 99%, even if you're the sole owner (100%).
  • The form automatically calculates the income to report as:
👉
Total entity income × participation percentage.
🛑
Result: if you enter 99%, the form will only report 99% of the actual profit, and you'll be leaving money untaxed (even if unintentionally).
📂 Respuesta Oficial AEAT

Fecha: 02/07/2024

❓ The Citizen's Question

I'm a Spanish tax resident and sole owner (100%) of a disregarded U.S. LLC. When trying to file Model 100, the program only allows me to enter 99% participation. How should I report?

📢 Administration's Response (Literal)

Yes, it's Income Attribution:
Report in Model 100, Section E, as “economic activity income”.

On the Software Glitch (The Bug):
“The fact that the assistance program doesn't allow 100% entry in this particular case shouldn't undermine the previous obligation. What's relevant is including all income.”

😈
Devil Club translation: “We know our program is broken and won't let you set it to 100%, but it's your problem to figure out how to report all the income.”

📄 Official AEAT response dated 2024-07-02 — available on request through the AEAT Electronic Office.

🧮 Real Calculation Example (2026 Income Tax in Catalonia)

Assume your LLC generates $60,000 in revenue this year and has $15,000 in deductible expenses. This results in $45,000 in net profit, which, as a pass-through entity, is directly attributed to you as the sole member.

This means you must report that $45,000 in Spain, on your Income Tax Return, under the «Attribution of Income Regime» section. The LLC itself does not pay taxes in the U.S.; it only files informational reports using Form 5472 and a pro-forma 1120.

❌ Your LLC does NOT pay tax in the U.S.

Only files informational reports (Form 5472 + pro-forma 1120). No federal taxes.

✅ YOU pay tax in Spain

Reports income on your Income Tax Return as «foreign economic activity income», applying current tax brackets.

⚠️
Important note: Even if you don't withdraw the money from the LLC, the attributed profits must still be reported each year.
Keep all invoices for your deductible expenses.
Prepare and file Form 5472 (informational) in the U.S. along with the pro-forma 1120.
Report your income on your Spanish Income Tax Return (Modelo 100).
Rely on a specialized manager to ensure everything is correct.

🧾 Calculadora Tramos IRPF 2026

Total to Pay (Estimated) 10.502 €
Tipo Medio Efectivo 26,3%
Tramo de Renta Estatal Regional Total Cuota Tramo Acumulado
⚠️ Note: Approximate calculation based on General Base. Does not include personal, family deductions or Social Security. Navarra and Basque Country have their own regime.
🌍
✈️ What if you don't live in Spain? The IRPF brackets apply only to Spanish tax residents. If you're a tax resident elsewhere, your LLC's taxation changes radically. For example: in 🇵🇾 Paraguay the flat rate is 10% (IRP), in 🇵🇦 Panama foreign-source income is taxed at 0%, and in 🇪🇸 Andorra the maximum is 10%. The LLC as a vehicle stays the same — what changes is where you file. See the tax-residency change guide for LLC owners → 🔒 Members only

🔒 Club: 99% Hack (Free Bug Solution)

😈 Devil Club — Technical Solution: Modelo 100 Bug

👾 The 99% "Bug": How to legally hack the tax authority

The AEAT's software is broken. It won't let you declare 100% of your company. If you declare 99% and the actual amount, you're leaving 1% untaxed. Here's the mathematical patch.

🔒

99% Hack — Members only

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The Master Formula

The goal is to inflate “Total Performance” so that, when you apply the mandatory 99%, the result is your exact real profit.

Real Profit / 0.99 = Performance to Declare
The Master Formula

👇 Example with $100,000 in profit:

1
Divides: 100.000 / 0,99 = 101.010,10 €
2
Introduces en la casilla “Rendimiento Total”: 101.010,10 €
3
You enter in the “% Participation” box: 99%
4
Program result: 101,010.10 * 0.99 = $100,000 (Exact ✅)
Newbie Mistake
Don't put $100,000 and then 99%. You'd only be taxed on $99,000. That undeclared 1% is subject to penalties.
Don't force the %
Don't try to hack the percentage field. The web program won't let you save. Use the formula.
📂 The Easy Way: Delegate to Experts

If this gives you vertigo or your tax return is complex, don't risk it. We recommend using TaxDown (FULL Plan). They have their own software that sometimes allows adjustments the AEAT website doesn't.

📋 Documents you need to have ready:

If you're a Devil Club member with Manager service, you already have everything consolidated in your Corporate Evidence Dossier. This dossier includes:

  • Complete bookkeeping: Income, expenses, and fiscal year balance.
  • US tax returns: Form 1120 and Form 5472 filed with the IRS.
  • Bank statements: Mercury, Wise, and other LLC accounts.
  • Governance Ledger: Manager decisions and operations log.
  • Invoices and contracts: Supporting documentation for deductible expenses.

If you don't have the Dossier, you'll need to gather each document separately (statements, accounting Excel, US tax returns, and invoices).

Plantilla Copy/Paste

📩 Text to send to TaxDown:

📩

📩 Sample email to send to TaxDown:

Hi,

I have a US LLC as a single-member disregarded entity, and I'm a tax resident in Spain. I already have confirmation from the Spanish tax authority (DGT) that I can apply the income attribution regime in my personal tax return (IRPF).

I attach the Corporate Evidence Dossier prepared by my designated US Manager (Devil Club LLC), which includes:
• Complete bookkeeping for the year (income, expenses, balance).
• Filed US tax returns (Form 1120 + Form 5472).
• LLC bank statements.
• Governance Ledger.
• Supporting invoices and contracts.

I need your help with my personal tax return, including reporting the LLC's economic activity under the income attribution regime.

Let me know if you need anything else.

Thanks.

Disclaimer: You're responsible for ensuring the information provided is accurate and true. If there are errors, you'll be solely responsible. It's highly recommended to consult a professional advisor before filing your tax return to ensure compliance and avoid penalties.

💸 Deductible expenses in an LLC: What you can and can't deduct

As we clarified earlier in the Myths section (Myth #1), if you have a US LLC (Limited Liability Company), you must include all business profits in your Spanish personal tax return (IRPF). This includes both amounts you withdraw and those you leave in the company. This way, you'll avoid issues with the tax authority and fulfill your tax obligations. 🇪🇸

Quick conclusion: Leaving money in the LLC account won't save you taxes this year. The "simple deferral" doesn't work with the transparency regime.

Deductible expenses: Your only real tool

The key is to maximize deductible expenses. These are directly related to the business activity and are necessary and reasonable. By deducting them:

  • 📉 You reduce the taxable base (the amount on which taxes are calculated)
  • 💵 Pay less taxes
  • 📈 Aumentas la rentabilidad neta

If you're unsure what you can deduct and what you can't, you may make serious accounting mistakes that lead to penalties. That's why it's crucial to understand the rules on deductible expenses, a topic we'll cover in detail below. 🙌

⚖️ The 4 Commandments of Deductibility
1
Necessity and Connection — The expense must be strictly necessary to generate income. If it doesn't help you sell, it's probably not deductible.
2
Documentary Evidence — Keep invoices (not receipts), contracts, and payment proofs. No paperwork, no deduction.
3
Reasonableness — The amount must be reasonable. Don't try to pass off a Ferrari as a company car for an SEO agency.
4
Separation of Assets — Always use the LLC's bank account and card. Mixing personal expenses is a quick route to an audit.
⚠ El Choque de Realidades: IRS vs. Hacienda

Here's the catch. The IRS is flexible, but you are taxed in Spain (IRPF). Spanish rules apply.

🇺🇸 EE. UU. (IRS)
🍔 ComidasDeducible al 50%
🚗 VehicleProportional to business use
🚫 FinesNot deductible
✈️ TravelFlexible (business + leisure prorated)
🇪🇸 Spain (IRPF)
🍔 MealsVery restrictive (formal limits)
🚗 Vehicle50% VAT / Very difficult in IRPF if not exclusive
🚫 FinesNon-deductible
✈️ ViajesEstricto (justificar motivo laboral exacto)

*Nota: In Spain, la carga de la prueba es tuya. Guarda agenda, emails y justificaciones de reuniones.

🧠
Key Idea: Recalculation. The profit you declare in Spain is NOT the net you see in your American bank. It's the result of taking your income and subtracting ONLY what the Spanish tax authority allows.

US Accounting: Keep it impeccable for your operations (Suppliers, SaaS, Banks).
Spanish Declaration: Filter and eliminate "flexible" IRS expenses that the tax authority won't accept.
Expectation: Your taxable base in Spain is usually higher than your real accounting profit in the U.S.
❌ Gastos Prohibidos
🛒 PersonalRopa, Supermercado, Ocio
🏠 HogarAlquiler, Luz *Riesgo EP*
✈️ TravelDisguised business pleasure
⚠ Riesgos Reales
🚨 Tax FraudInflating expenses is a crime
💸 SancionesRecargos e intereses de demora
🔍 Veil PiercingIf you use the LLC as a personal piggy bank, you lose limited protection
💡
“Recommendation: Guide your accounting thinking about the Spanish IRPF. If you doubt an expense, be conservative. Better to pay a bit more than face an inspection without defense.”

LLC deductible expense list

We created this Interactive Tool so you can stop guessing. Use filters to separate what's safe from what could get you audited.

Don't use your LLC as a personal piggy bank. Use this Expense Semaphore to filter your purchases.

✅ Green

Go ahead, without fear.

⚠ Amber

With care and perfect receipts.

📉 Lilac

Investments (amortized, not deducted at once).

🚦 Deductible Expense Semaphore

What the Spanish tax authority accepts and what it doesn't — IRPF Spain criteria

💳 Gastos Financieros
Ejemplos
Comisiones de Stripe, PayPal, Wise, mantenimiento bancario.
📢 Marketing & Ads
Examples
Google Ads, Facebook Ads, SEO tools, affiliates.
💻 Software (SaaS)
Ejemplos
Hosting, Dominios, Notion, Zoom, Slack, CRM.
🤝 Freelancers
Examples
Designers, Copywriters, Accounting, Lawyers.
🍽️ Meals (Per Diem)
Examples
Client meetings, meals during travel.
✈️ Travel
Examples
Train, Plane, Hotel, Uber/Cabify.
🎓 Training
Examples
Online courses, technical books, mentorships.
🚀 Pre-Operational
Examples
Cost of setting up LLC before invoicing.
🖥️ Hardware (Assets)
Examples
MacBook, Cameras, Furniture (>$300).
💡 Golden Rule: When in doubt, ask yourself: “Can I look a tax authority inspector in the eye and prove this generated money for the company?”. If the answer is no, pay out of pocket.

💸 How to bring money to Spain

💳
Client pays Stripe, PayPal, transferencia
🏦
LLC Account Mercury / Relay (USA)
Manager autoriza Resolution + Transaction ID
💰
Owner’s Draw Transfer to your personal account — concept: «Distribution of profits»
🇪🇸
Declaras en IRPF Modelo 100 — as economic activity income

Forget about “administrator payrolls”, IRPF withholdings on each invoice, and the hassle of Spanish LLC dividends. In a Single-Member LLC, company money is yours. The barrier is legal (liability), not financial.

🏛 En una S.L. Espanola

  • You need payroll and social security.
  • If you distribute profits (dividends), you pay taxes first at the company level (25%) and then personally (19-26%).
  • Burocracia mensual/trimestral obligatoria.

🦅 En your LLC (Owner’s Draw)

  • At will: You transfer what you want, when you want.
  • No withholding: The money travels "gross" to your personal account. You're responsible for setting aside for annual income tax.
  • 0 paperwork: No need to declare anything upfront. Just make a bank transfer.
3-Click Operations
1
Log in to your bank (Mercury, Wise, Revolut).
2
Make a transfer to your personal IBAN (Spain or where you reside).
3
In the description, put: "Owner's Draw" or "Profit Distribution". (This tells the bank the money is clean and from your own company).
Important: No withholding doesn't mean it's free. The money arrives gross, but the tax authority will take its share in the income tax return (Form 100) next year. Don't spend it all! Set aside ~20-30% for June.
🔒 Club: Protocolo “Defensa de Privacidad Digital”

Defensa de Privacidad Digital

🔒

Digital Privacy Defense Protocol — Members only

Unlock with Devil Club →

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🔒 Digital Footprint Minimization

ℹ️
Technical Goal: Protect your consumption patterns from mass data mining and commercial profiling. Learn to compartmentalize your identity.

In the Big Data era, every transaction generates metadata. To regain your privacy, the strategy is based on identity decoupling: preventing a single provider from having a complete picture of your digital life.

1
Provider Segmentation

🅰️ Global Platforms: Using international fintech gateways outside the CRS creates "information silos". Your operational expenses don't mix with personal ones, preventing cross-profiling.

🅱️ Identity Management: Operating with multi-currency accounts reduces the metadata your local bank collects on your subscriptions or international purchases.
2
The Value of Cash (No Metadata)

🛡️ Digital Hygiene in Physical Space:
Location Privacy: Cash has no GPS. Prevent ad-networks from tracking your physical movements.
Limits: Corporate cards have ATM limits. Plan your liquidity ahead of time.
🎣
The Greed Trap (Yield & Interest)

BEWARE! Many activate the "Savings Account" in Mercury, Wise, or American banks to earn 4-5% interest. FATAL ERROR.

Although the U.S. is not in the CRS, it does sign FATCA/IGA agreements. If your account generates benefits (interest), the bank is obligated to report that income to the IRS. And the IRS can exchange that information with your country's tax authority.
🎯 THE GOLDEN RULE: Keep your American accounts at 0% interest. If the benefit is $0, there's no "income" to report, and you stay under the radar.
🛡️
GOOD OPSEC PRACTICE: Avoid direct transfers between personal and corporate accounts. That link facilitates identity correlation.
Disclaimer: This document is for informational purposes only in matters of digital privacy and cybersecurity. It does not constitute tax advice. Each user is responsible for complying with their tax obligations.

🇪🇺 European VAT and U.S. LLC: MoR, OSS, and how to manage it

Navigating European VAT with a U.S. LLC can feel like a bureaucratic maze. With 27 countries, each with its own rules, it's complex.

💡 TL;DR for the impatient: If you sell B2B services (to businesses), you don't charge VAT (reverse charge). If you sell B2C digital products (to individuals), use a MoR (Paddle, Hotmart) to handle VAT for you. If you sell 1-on-1 consulting from outside the EU, there's a legal exception you should know about. Read the full section. 👇
💶
Who are you selling to?
🏢 Business (B2B) Has a VAT number
✅ NO VAT Reverse Charge — Art. 196
🧑 Persona (B2C) Individual without VAT
What are you selling?
💿 Producto digital Curso, SaaS, ebook ⚠ IVA destino Usa MoR u OSS
🤝 1-on-1 Service Consulting, coaching ✅ Not subject* If you sell from outside the EU

*Conditions: no PE in Europe, services actually delivered from outside the EU, dominant human factor.

The goal of this section is to give you a clear and direct roadmap. 🗺️

Before we dive into the comparison table, it's crucial you know about a game-changing 'shortcut': Merchant of Record (MoR).

🛡️ The 'Turnkey' Solution: Merchant of Record (MoR)

Imagine a bulletproof shield. Instead of selling directly to the end customer, you sell to an intelligent intermediary (Hotmart, Paddle, Lemon Squeezy). They're the legal seller.

How it saves you:
  • Automated Calculation: They know if the customer is from France (20%) or Hungary (27%).
  • Total Management: They collect, report, and pay taxes to 27 European tax authorities.
  • Your Peace of Mind: The 'messy' part is theirs. You receive a net transfer (minus their 5-10% fee).

*Ideal for B2C digital products where you want maximum simplicity.

Here's a side-by-side comparison of our turnkey strategy versus direct management, so you can choose the best approach for your business. 🚀

🧾 VAT Matrix for LLCs

Strategic Tax Guide • Updated 2026 • Digital Taxation

🏢 Sale to Company (EU)Any digital service or license
✅ NO VAT · B2B · Low Complexity

Reverse Charge applies. VAT validation in VIES required.

🧑‍💻 1-on-1 ServiceConsulting, Design, Coaching
✅ NOT SUBJECT* · B2C · Medium Complexity

Only if you provide the service from outside the EU (not nomads in Spain). Residence test required.

🔴 Working from SpainVideo calls, management, operations
⚠ SUBJECT TO VAT · Mixed · High Complexity

If you're physically in Spain, the Spanish tax authority considers you a Permanent Establishment. High tax risk.

💿 Producto Digital (Auto)Ebooks, Cursos grabados, SaaS
⚠ CHARGE VAT · B2C · High Complexity

VAT at destination. You need to use OSS or Stripe Tax to manage it.

🛒 Sale via MoRHotmart, Paddle, Lemon Squeezy
✅ MANAGED VAT · B2C · Recommended

They're the legal seller. You receive clean net. Low complexity.

🎤 Eventos VirtualesDirectos, Congresos online (B2C)
🚨 2025 CHANGE · B2C · Medium Complexity

Switch to VAT at destination (Directive 2022/542). Adaptation required.

⚖️
Important Note: The "NOT SUBJECT" exemption for 1-a-1 services is valid, but the Spanish tax authority doesn't like this. If you work from your home in Madrid invoicing with an LLC from New Mexico, you're in the red zone. You need real substance outside (IPs, flight tickets, coworking invoices in Latam/Asia).

For most cross-border service cases you sell to other businesses (B2B), where the reverse charge applies, the key reference is the article that states the recipient (your client) is responsible for paying VAT. Add the following phrase to your invoice.

“Supply subject to VAT reverse charge under Article 196 of Council Directive 2006/112/EC.”

⚖️ The Big Exception of 2025

The difference between paying 21% VAT or 0% isn't in the format, it's in the nature of the service.

❌ Modelo Hibrido (Estandar)

What you sell: Access to recorded videos + weekly group Q&A.

The problem: The primary value is the automated content. Human intervention is "accessory". The tax authority classifies it as "Electronic Service" → Pay VAT at destination (where the client lives).

✅ Modelo Mentoring (Asincrono)

What you sell: Support videos + Personal 1-on-1 review.

The key: The client pays for your analysis of THEIR work. The human factor is 80%. It's a "Professional Service/Consulting" → Taxed at source (U.S. = Not Subject).

🧠 Why does this exception work?
1
Not a 'Virtual Event': No massive group live streams. This is an individual service. The 2025 Directive targets events, not consulting services.
2
Human Factor Dominates: Clients pay for your expertise applied to their case, not for a packaged product.
3
General B2C Rule: As a professional service provided from outside the EU to an individual, the general localization rule (origin) applies, not the special TBE (destination) rules.
⚠ Condiciones “Sine Qua Non”

To make this legitimate and not a scam, you must comply with these requirements:

  • No Permanent Establishment in Europe: The LLC should not have a habitual physical presence that could be considered a fixed place of business.
  • Actual Provision from Outside: The work (editing, email, video) must be effectively done from outside the EU (e.g., Paraguay, Bali, the U.S.). If you work from your sofa in Madrid, the tax authority will catch you.
  • Real Personalization: Don't just send 'copy-paste' responses. There must be genuine human intervention.
🛡 ️ How to prepare for a VAT request
💰
The Price — The price must be high. It reflects consulting hours, not a scalable digital product.
📢
Marketing — Don't sell a «Course». Sell a «Mentorship Program» or «Consulting». Total coherence.
📂
The Proof — Save emails and correction videos. This is your only defense to prove it wasn't automated.
🧪
The Ultimate Test — Does the client pay for an automated product you could sell 1,000 times the same way, or do they pay for your time applied to their case while you work physically outside the EU?

If it's the latter = NO VAT*
🇪🇺
📢 Directive (EU) 2020/285 — The 85,000 VAT exemption Spain refuses to apply

Since January 1, 2025, the EU allows all Member States to exempt freelancers and SMEs invoicing less than €85,000 per year from VAT. This is the so-called “VAT franchise”: you don't charge VAT, you don't declare it quarterly, you don't file an annual summary. In exchange, you also don't deduct VAT on your purchases.

The other 26 EU member states have already transposed it. Spain is the only country that hasn't. The tax authority argues that “the existing Spanish simplified regimes already serve that function” — an argument Brussels has not accepted. In March 2026, the European Commission took Spain to the EU Court of Justice for non-compliance.

✅ If Spain transposes (expected 2026-2027)
  • Invoicing <85K → you wouldn't charge VAT to EU clients
  • Less quarterly paperwork
  • Your LLC remains unaffected (US entity, not subject to European VAT per se)
  • But if you as an individual sell B2C digital products in the EU, you'd benefit
❌ While Spain doesn't transpose
  • You still need to declare VAT on B2C digital sales in the EU
  • Competitors in France, Germany, Portugal <85K don't charge VAT
  • Real competitive disadvantage for Spanish entrepreneurs
  • Another reason to operate through your LLC: in B2B, there's no VAT with reverse charge
💡 What does this mean for you with an LLC? If your LLC sells B2B services, this directive doesn't affect you — you no longer charge VAT with reverse charge. If you sell digital B2C, the franchise could simplify your life when it's transposed. Meanwhile, your LLC remains your best shield: as a non-European entity, it's not directly subject to EU VAT. The European customer manages the tax.
🔒 Club: The Danger of Ignoring B2C VAT with Your LLC 🇪🇺

VAT Risk in B2C Sales

💣 The B2C VAT Time Bomb

Here's the truth: Ignoring VAT when selling digital products B2C to Europe is a time bomb. Many people think that having a U.S. LLC keeps them safe, but the EU has effective ways to collect debt (especially if you use well-known payment gateways). You're obligated to register and declare VAT from the first euro.

🔒

VAT B2C Risk — Members only

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🔎 Goal: Check this summary table to see the real risk to your LLC based on how you get paid. We analyze two scenarios: the classic Stripe, and the attempt to “hide” by collecting directly from the bank.

LLC + Stripe (Active)Visible payment gateway
High Risk 🔴

Debt: Accumulation of VAT with the EU and UK (approx. 21% of sales) + fines.

Operations: 💥 FUND BLOCKING — the tax authority can order Stripe to hold your future payments.

LLC + Direct CollectionWise / Mercury
Medium Risk 🟠

Debt: Accumulates all the same. The entity is 100% liable.

Operations: Mercury: Hard to seize (US bank). Wise/Revolut: Higher risk of account closure. They don't report under DAC7, but you're exposed.

🚀
Zero-Risk Solution: If you don't want problems, the only 100% legal and automatic solution to forget about B2C VAT is to use a Merchant of Record (MoR) like Lemon Squeezy or Paddle. They assume the global tax burden.

🍀 The OSS Route: Direct Management

If you decide not to use an intermediary (MoR) and collect payments yourself, you have an obligation: Collect and pay VAT. Welcome to the One-Stop Shop (OSS) regime.

What is "Non-Union OSS"?

It's the EU's simplified system for foreign companies (like your LLC). Instead of registering in all 27 countries, you register in just one (the identification member state).

From that country, you file a single quarterly return and make one payment. They handle distributing the money to the rest.

📍 Where Do I Register? The Irish Strategy
🇮🇪 Recommendation: Ireland
  • Language: All bureaucracy is in English (not German or French).
  • Efficiency: Their portal (ROS – Revenue Online Service) works well and is adapted for US businesses.
  • Natural Bridge: It's the standard entry point for American tech companies in Europe.

«Registering your LLC with Ireland's OSS gives you a VAT number (starting with EU) valid for sales across the Union.»

☠️ The Hidden Price: Goodbye Anonymity

Here's the fine print nobody reads. If you set up an Anonymous LLC in New Mexico to protect your privacy, OSS completely undermines it.

🔍
The Reality: To register with the Irish tax authority (or any other EU tax authority), you must identify the Beneficial Owner.

Your name will appear in European tax records.
European tax authorities share information.
Your New Mexico «privacy shield» doesn't apply here. You've voluntarily identified yourself by applying for a VAT number.
💡
Is it worth it? If you invoice a large volume, OSS (direct management) saves you the 5-10% commission of MoR, but costs you your privacy. It's a business decision.

🇺🇸 IRS forms for foreign LLC: 5472, 1120, FBAR, and Sales Tax

Let's be clear: In the United States, you don't pay taxes on your profits (if you do things right), but you pay a very high price for silence.

While in Spain, the tax authority wants your money, the IRS is obsessed with your information. The deal is simple: they let you operate free of corporate taxes in exchange for absolute transparency about who you are and how much you move.

Many entrepreneurs fall into this trap. They think that since an LLC is "pass-through", there's nothing to file. Fatal error. The U.S. system is binary: either you report on time and in the correct format, or you're hit with automatic fines starting at $25,000.

Here's the map of mandatory bureaucracy so your LLC remains a vehicle for freedom, not an administrative nightmare.

📋 The Required Paperwork IRS / BEA / FinCen

In the U.S., you don't pay taxes on your profits (if you do it right), but you'll pay dearly for silence. You're required to REPORT.

🔥
Forms 1120 + 5472 Critico
Informational annual return for foreign owners. Reports transfers between your LLC and you.
Penalty: $25,000 / year
📅 Annually (April 15)
🌍
FBAR (FinCEN 114) Conditional
Required ONLY if your LLC has bank accounts outside the U.S. (e.g., Wise Belgium) holding more than $10k in total.
📅 Annually (April 15) · See service →
📊
BE-13 Report One-time
BEA statistical survey to declare foreign investment (or its exemption).
⏱️ First 45 days (after registration) · See service →
BOI Report (FinCEN) Alert
Beneficial Ownership report. Suspended by court order since 2025 — the litigation is ongoing and we're staying alert. Filing isn't required while the suspension stands, but you should have it ready.
⏱️ Suspended (if reactivated: 30 days after registration)
💡
 Get lazy? Included in our Flat Rate. We fill out the paperwork, you avoid the fine.
😈 How we file your taxes? (That easy)

5472 + 1120 sounds intimidating, but with us it boils down to filling out an online form in 15-20 minutes. No PDFs, no Excel, no need to go anywhere. You provide the data, we handle the IRS filing.

📝
You fill out Formulario online (~15 min)
🔍
Nosotros revisamos Tax Preparer with PTIN
Presentado al IRS You receive confirmation

Que te pedimos exactamente?

👤 Datos personales
  • Name and address
  • Country of residence
  • Passport number
💰 Finanzas del ano
  • Distribuciones (lo que sacaste)
  • Aportaciones (lo que metiste)
  • Saldo a 31 de diciembre
🌐 Cuentas y relaciones
  • Bank accounts (FBAR)
  • Invoices between your own companies
  • Countries of activity
None of this is complicated. You already have this data: bank statements, annual invoices, and a passport. In 15 minutes, you fill out the form, and we handle filing it with the IRS with a certified Tax Preparer (PTIN). You receive confirmation and a copy of everything filed.

🏛️ Legal Responsibilities (Maintenance)

If you've decided to open an LLC, you need to know that it's not enough to just create the company: you also have to keep it up to date with the legal and tax requirements of both countries.

1
Operational Presence in the U.S.

Public Address: You must have a public U.S. address to receive business correspondence.

Registered Agent: Receives official notifications and certified mail on behalf of the LLC. Must have a physical address in the state.

Psst: we've simplified it — your LLC's legal address and the Registered Agent's are the same. One single address in New Mexico for everything. Fewer headaches for you.
2
Documentation and ID Numbers

LLC Documentation: Includes the Certificate of Formation, Operating Agreement, and EIN (Employer Identification Number).

ITIN (Individual Taxpayer ID Number): If your business requires it, you must apply for it.
ITIN: The Cost of Identity. The ITIN (Individual Taxpayer Identification Number) is your tax ID with the IRS. It's not always necessary, but it is in these practical cases:

When will they ask for it?
PayPal Business: requests it during verification of your Business account linked to the LLC.
Dividend investments: if you invest in ETFs or dividend-paying stocks from your LLC account, you'll need an ITIN to have the correct withholding applied (and then deduct them in your country with form W-8BEN or NR4).
Double Taxation Agreement (DTA): to benefit from reduced tax rates under the tax treaty between the U.S. and your country.

Cost: ~$350 USD
Process: Managed by a CPA or authorized Certifying Acceptance Agent. Requires submitting original or certified documentation.

📚 Accounting: What You Need to Know

Many believe LLCs don't need accounting. This is a dangerous myth. Even though you don't have to file accounting books with the Registry (like a Sociedad Limitada), you must have clear records.

🏛️ California / NY / Utah

They require formal accounting, balance sheets, and income statements. Administrative nightmare.

🌵 Nuevo Mexico Tu Caso

No formal books are required. The minimum legal requirement is to track distributions and contributions. But be careful: you need this data to fill out Form 5472 and your Spanish tax return (IRPF).

📊
The “Minimum Viable” Solution: You don't need expensive software. We provide “The Golden Excel”: a simple template that meets New Mexico's minimum requirements and automatically prepares your data for your Spanish tax return (IRPF). If you prefer to outsource accounting entirely, Manager's Bookkeeping syncs everything from your bank.

🛒 Sales Tax in the U.S.: Not VAT, but It Bites

In the U.S., there is no federal VAT. Instead, each state applies its own Sales Tax with different rates and rules. Five states have no Sales Tax (Montana, Oregon, Delaware, New Hampshire, Alaska). The rest range from 2.9% (Colorado) to 7.25% (California), and counties can add their own local rate.

How does this affect your digital LLC? In theory, you only pay Sales Tax in a state if you have «nexus» there (physical presence, employees, or sales volume above a certain threshold). Since your LLC operates without physical presence, the issue isn't that you must charge Sales Tax to your customers, but that your suppliers may charge you for being registered in a state that applies it.

The New Mexico «Default»: New Mexico is great for privacy, but it has a catch: it applies Sales Tax to digital services.

What does it mean? If you use an NM address, providers like Google, Facebook, or Amazon might try to charge you an extra % on their invoices by default.
🛡️ The Solution: W8-BEN Form

As a Foreign-Owned LLC (foreign-owned) and without a physical presence (EP) in the U.S., you're normally exempt.

The Tactic: Send the W8-BEN-E Form to your providers. Certify that you're a foreign entity. This way, they'll stop charging you tax.

*Note: Always consult an advisor if you're unsure about «Economic Nexus» in specific states.

🔒 Club: Hack “Sales Tax Bypass”

😈 DEVIL CLUB — Hack: Sales Tax Bypass

🔒

Sales Tax Bypass — Members only

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🗺️ The “False Location” Trick

The Problem: You have your LLC in New Mexico (NM) to save and protect your privacy. But NM has a flaw: it applies Sales Tax to digital services.

The Consequence: Google Ads, Facebook, AWS, or Zoom see your NM billing address and automatically charge you an extra ~5-8% on each invoice.

As a Disregarded LLC without a physical presence in the U.S., you technically shouldn't pay that digital consumption tax if you're not physically consuming the service there. But arguing with Google's support bot is impossible. The solution isn't arguing; it's moving (digitally).

🛠️ La Maniobra de “Billing Address”

Big Tech billing systems calculate tax based solely on the ZIP Code of the billing address you enter.

Paso a paso:
1
Find an Alternate Address: You need an address in a state with 0% Sales Tax (Wyoming, Delaware, Montana, Oregon).
2
Where to get one? You can use the address of a cheap Registered Agent in Wyoming or a basic Virtual Office. You don't need to receive mail there, just a valid address.
3
The Change: Go into your Google/Facebook billing settings. Change your LLC's (NM) "Billing Address" to the new address (WY).
4
The Result: The system detects "Wyoming", recalculates the tax to 0%, and your next invoice drops by 8% instantly.
⚖️ Is This Legal? (The Defense)

Argumento 1: No Evasion

You're not dodging a tax you owe. As a non-resident with no physical presence, that tax often wouldn't apply to you. You're "adjusting" the system to avoid an automatic, incorrect charge.

Argumento 2: Direccion Operativa

Many businesses have a "Legal Address" (NM) and a separate "Billing Address" (WY). This is standard business practice.

Disclaimer: This workaround relies on the current functionality of Big Tech billing algorithms. Make sure the address you use is real and you have permission to use it (even if it's a virtual mailbox) to avoid address verification system (AVS) blocks.

📄 The 1099 Form: What Is It and When Will You Need It?

The Form 1099 is the IRS mechanism for tracking payments between businesses. If your LLC pays someone more than $600 in a year, you generally need to issue a 1099-NEC to report that payment to the IRS.

✅ When it APPLIES
  • You pay a US contractor (individual or domestic LLC)
  • The payment exceeds $600/year
  • Some banks and processors require you to confirm if you've filed it
❌ When it DOES NOT apply
  • You pay a foreign vendor (designer in Spain, developer in Latam)
  • You pay a corporation (C-Corp or S-Corp)
  • Payments for physical merchandise (not services)
💡 Why does it matter? Mercury and other banks send you a payment summary each January that may require a 1099. If most of your vendors are outside the U.S. (as is common with Spanish entrepreneurs), the answer is usually: you don't need to issue a 1099. But there are important nuances we cover in the members section.
🔒 Club: The complete 1099 guide — When to file and when to forget

Includes: W-8BEN, practical exceptions, and the golden rule for saving paperwork.

🔒

1099 Bypass — Single members only

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📄 The 1099 Myth

The Panic: You think you need to report every payment you make to designers, programmers, or virtual assistants to the IRS.

The Reality: The IRS doesn't care about money going to non-US residents. They only care about income received by US taxpayers.

The Form 1099-NEC is a notification to the IRS that you've paid someone, and they should collect taxes from them. But if that person isn't a US resident, the IRS doesn't care. Here's the golden rule to save you unnecessary paperwork.

🎯 When Are You REQUIRED to File?

Only if both conditions are met simultaneously:

  • 💰 Condition 1: You've paid more than $600 in a calendar year.
  • 🇺🇸 Condition 2: The recipient is a US Person (Citizen, Tax Resident, or an LLC owned by a US resident).
🚫 If you're not American, you don't file a 1099. Period.
🛡️ The Gray Zone: Hiring other LLCs

El Escudo (W-8BEN)

If you hire a foreign freelancer or a non-resident LLC (Foreign Owned), it's best practice to have them sign a Form W-8BEN. This is just for your records; you don't send it to the IRS. It serves as proof: "I didn't issue a 1099 because they swore they're not U.S. persons."

La Practica (Modo Ahorro)

Let's be clear: If you pay a company in Spain or a contractor in Latam, the likelihood of an IRS audit for not having their W-8BEN on file is extremely low. If you know they're not U.S. persons, just don't file the 1099 and move on.

Important Note: This applies to services. If you pay for physical products, rentals, or corporations (Inc, C-Corp), the rules change. But for 99% of digital businesses with remote freelancers, this is the way to go.
Q1 · ENE–MAR

🇪🇸 Modelo 720
Bienes en el extranjero (>50K€)

Q2 · ABR–JUN 🔥

🇺🇸 5472+1120 + FBAR
🇪🇸 Modelo 100 (IRPF)
El trimestre critico

Q3 · JUL–SEP

📋 Annual Report
Only if state requires (NM = nada)

Q4 · OCT–DIC

📊 Cierre fiscal
Preparar contabilidad + revisar 50K€

📅 Annual Compliance Calendar (USA + Spain)

🇺🇸 EE. UU. (IRS) 🇪🇸 Spain (AEAT)
ENE
Renovar Registered Agent
Modelo 720 (Foreign Assets) — by March 31
FEB
MAR
5472 + 1120 pro-forma — by April 15
Fin plazo Modelo 720
ABR
📌 15 ABR: Deadline 5472+1120 & FBAR 114
Modelo 100 (Personal Income Tax) — campaign opening
MAY
Current Tax Campaign
JUN
📌 30 JUN: Deadline Modelo 100 (IRPF)
JUL–SEP
Renew Annual Report (if state applies)
OCT
Automatic FBAR extension (until Oct 15)
NOV–DIC
Fiscal year-end — prepare accounting
Review balance +$50K for Modelo 720 next year

⚠ Las fechas pueden variar. Always consult with your tax manager.

📋 Annual Reports: State "revolutionary tax"

Some states require you to file an annual report and pay a fee just for existing. It's pure paperwork, adding nothing to your business — but failing to do so results in administrative dissolution of your LLC.

Estado Annual Report Coste Anual Comentario
Wyoming Yes $60/yr minimum Based on assets in WY. Minimum $60, increases with volume.
Delaware Yes (Franchise Tax) $300/yr Annual fixed rate of $300. Expensive for a small LLC.
Florida Yes $138.75/yr Popular but with moderate maintenance cost.
Texas Yes (Franchise Tax Report) $0 si < $2.47M Exempt for small LLCs, but still requires filing.
💡
The Verdict? New Mexico doesn't charge extra fees or require annual reports. Wyoming and Delaware, while offering privacy and prestige benefits, charge an annual "existence tax" that eats into your savings. With us in New Mexico: registration + EIN + maintenance with no surprises.

🇪 🇸 🇪🇸 Modelo 720, IRPF, and Modelo 130: Obligations in Spain with your LLC

🇪 🇸 To the Spanish Tax Authority: Pay and Report

In Spain, you have two mandatory appointments. One affects your wallet (IRPF) and the other your privacy (foreign assets).

Modelo 100 (Income Tax) — April - June

This is your annual IRPF tax return. Here, you report your LLC's net profit to be taxed in Spain.

Concept

Income Attribution Regime (RAR)

Base

100% of profit (whether you transferred it or not)

The Challenge

Adjustment formula for the 99% cap

Modelo 720 (Foreign Assets) — January - March

Informative declaration about foreign assets. You don't pay anything, but the fine for not filing is severe.

🚨 The €50,000 Threshold

Only required if you exceed €50,000 in one block.

📦
The Container Effect: Although the 720 form has 4 categories, your LLC acts as a wrapper. Everything the LLC purchases (Bitcoin, stocks, a property) stays inside. You only report one thing: the value of your shares in the LLC.

Accounts: If you're authorized (e.g., Mercury/Wise).
Assets: The total value of your LLC (shares).
💡
Anti-720 Strategy: If on December 31 you have less than €50,000 in your LLC's bank account (because you've reinvested or distributed profits earlier), you avoid filing the Modelo 720 for the bank account block. Play with the calendar.

👻 What If I Forget? From Terror to Procedure

Until recently, failing to file form 720 meant absolute disaster. Today, thanks to European regulations, the story has changed dramatically.

☠️ Antes de 2022 — La “Muerte Civil”

The Spanish tax authority would impose fines that sometimes exceeded the value of your assets. Moreover, there was no statute of limitations. They could come after you 20 years later.

  • Minimum fine of €10,000.
  • Penalty of 150% of the undeclared value.

🤡 La Realidad Hoy — A "Joke" Fine

European justice struck down the Spanish law as abusive. Now sanctions are normal and, most importantly, they prescribe after 4 years.

  • Out of deadline (without a requirement): Around €150 - €300 approx.
  • If you're caught (with a requirement): Reasonable fixed fines, not confiscatory.
⚖️
Conclusion: File it. But if you miss the deadline, don't panic. File it voluntarily the next day and pay the symbolic fine. It's cheaper than the stress.

📠 Real Case: "I Missed the Deadline"

Imagine you have an LLC and a Wise account. You forget to file form 720 in March and voluntarily file it in May (without the tax authority having notified you).

❌ Old Regime (Illegal)
Accounts (Wise)€5,000
Securities (LLC)€5,000
Total€10,000

(Minimum under old law)

Heads up: These €150-300 apply if you file it YOURSELF before the tax authority sends you a notice. If you wait for them to contact you, the penalty goes up a bit, but never to the old levels.

🔒 Club: Defensive Tax Intelligence

😈 DEVIL CLUB — Privacy Protocol

🤫 Defensive Tax Intelligence

Information is power. In taxation, excessive unsolicited information is an unnecessary risk. Know the rules of the game to legally protect your privacy.

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Defensive Tax Intelligence — Members only

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📅
1. The December 31 Snapshot
The obligation arises if you exceed €50k at year-end. The Key: Many entrepreneurs manage their cash flows to pay expenses or distribute profits in December. If your treasury falls below that threshold for operational reasons, the reporting obligation disappears.
🤫
2. Principle of Rogation
In a procedure, you strictly answer what's asked. Providing extra information on unsolicited assets (e.g., mentioning stocks when asked about accounts) is a procedural error that opens unnecessary doors. Surgical precision.
🔗
3. Coherence and Traceability
Assets aren't isolated if there's money flow. A personal transfer to your LLC creates a visible link. You must understand what's visible through automatic exchange (CRS) and what remains private to avoid inconsistencies in your statements.
🛡️
4. The Initiative Premium
Forgot the 720? The law rewards proactivity. Filing it late, before a request, incurs minimal administrative penalties. Taking control and voluntarily regularizing is always drastically cheaper.
⚖️
5. The “ROI” of Privacy
In risk management, everything has a price. If the penalty for a late declaration is a fixed, low amount (approx. $150-$300), some entrepreneurs consider it simply an “operational cost” in exchange for maintaining confidentiality until the last moment.
6. The 4-Year Rule
The Spanish tax authority doesn't have an infinite memory. Administrative infractions prescribe after 4 years. This means the "risk period" is a moving window. After that time, undetected issues become consolidated. Your peace of mind has an expiration date in your favor.
💡
Mindset: It's not about hiding anything; it's about not exposing yourself unnecessarily. Comply with the law, but don't hand over your house keys if they've only asked for your ID.
🌍
Living outside Spain or the EU? Modelo 720, 100, 130 are obligations exclusive to Spanish tax residents. If you move your tax residency to a country without aggressive CFC rules (e.g.: 🇵🇾 Paraguay, 🇵🇦 Panama, 🇦🇪 UAE), these obligations vanish. You only file with the IRS (5472+1120) and your new country of residency. See tax residency options for LLCs →

💣 Red Line: The Modelo 184

The Modelo 184 is the annual informative declaration that entities use to tell the tax authority: "This is what we've earned and how it's distributed among partners."

But here's the catch: To file it, your LLC needs to obtain a Spanish tax ID (Letter N). When you apply for that tax ID, you're officially registering your foreign company in the tax authority's census. If your goal is to operate remotely and privately (Ninja Mode), this step can be counterproductive because it "Spanishizes" your structure unnecessarily.

Are you required to follow this process? Use this matrix to determine if you're on the radar or if you can remain under the radar.

Decision Matrix: Modelo 184 Obligation

Strategic guide to understanding when the tax authority expects an LLC to "sing" and when you can ignore the radar.

🥷 Single MemberResident in Spain · No Tax ID / No Census
NORMA GENERAL: NO

The "Juan Palomo": If you're the sole member, there's usually no attribution because there's no distribution among multiple partners. The income passes through to you and is reported on your IRPF. Filing the Modelo 184 here usually raises unnecessary attention — the tax authority already gets the information when you declare on Modelo 100.

💻 Digital FootprintLLC with Spanish NIF (Letter N)
PROBABLE

You're on the radar: If you requested an NIF to operate in Spain, the Spanish tax authority already has your structure identified. The system cross-references data. If you're registered and there's no 184 filing, the requirement may arrive sooner or later.

👥 Multi-MemberMultiple Spanish residents · Partnership
YES — Mandatory

Profit distribution: The 184 filing is mandatory for attributing profits among members. Whether it's services, dividends, or investments, if there are multiple members and income, the 184 is the official mechanism for reporting the distribution.

💣 Fiscal SuicideLocal operations · Office in Spain
PELIGRO

Serious mistake: If the LLC is managed from Spain, the 184 filing is the least of your problems. The tax authority may ignore the entity and treat the activity as a Spanish company. Result: Corporate Tax + VAT. Typical inspection zone.

The Golden Rule: If you're a single member, the key argument is the lack of multiple members. Avoid "Spanishizing" the structure by requesting an NIF if it's not strictly necessary for your operations.
💡 Important nuance: Modelo 184 doesn't make Multi-Member LLCs illegal. It simply adds a layer of administrative complexity (Spanish NIF, census registration, extra returns) that's unnecessary for most digital entrepreneurs. That's why at the Club we prefer the elegance of two collaborating Single-Member LLCs over the mess of a Multi-Member registered in Spain. It's an efficiency question, not a legal one.

🇵🇾 And in Paraguay? Modelo 184 is a requirement exclusive to Spanish tax residents. In Paraguay this informational return doesn't exist, nor does any equivalent. No Spanish NIF, no census, no need to “Spanish-ize” your structure. Paraguay's DNIT doesn't share data with the Spanish tax authority on U.S. LLCs. Explore residency change →

👷 Do I need to register as self-employed with an LLC? RETA and habituality

To determine if you're required to pay the fee, we need to analyze the nature of your activity, not the form of your company. Here's your roadmap:

RETA Matrix: To File or Not?

Risk analysis on the obligation to pay self-employment taxes living in Spain according to your activity with the LLC.

💼 Professional ServicesConsulting, Closer, Freelance · The Executor
HIGH RISK

If you do the work from your home in Spain, Social Security usually considers it self-employed work. The LLC is just a "layer", but your activity may be considered habitual and very personal.

💻 SaaS / EcommerceAutomated systems · The Owner
GRAY ZONE

The key is "habituality". If the business runs on its own and you only look at metrics, you can argue against habituality. If you code or manage daily, they may consider it professional activity.

📈 Active TradingDay Trading, Scalping · The Trader
GRAY ZONE

If it's your primary source of income and you dedicate hours every day, they could prove "habituality". However, many courts consider it private asset management.

💰 Passive InvestmentStocks, Crypto, Staking · The Investor
VERY LOW

Safe zone: managing your own money is usually considered private asset management. Risk only appears if there is an active business structure.

🎤 Ads / RoyaltiesYouTube, Books, Courses · The Author
DEFENSIBLE

Intellectual property income usually does not require RETA if there is no active business structure behind it. It's an asset that generates income without daily activity.

✈️ Exit OperationHeading to Paraguay / Andorra · In transit
DEFENSIBLE

If you're preparing for a residency change and your activity in Spain is residual, the continuity requirement may weaken. A good time to reorganize structures before leaving.

The Uncomfortable Reality: Social Security doesn't analyze LLCs, it analyzes individuals. If they detect you living in Spain and regularly generating income, they may require registration in RETA regardless of the legal structure.

📊 Realistic thresholds: How much risk do you have?

Jurisprudence and DGT (the Spanish tax authority) consultations establish that the key criterion is habituality (Art. 305.1 LGSS). In practice, these are the thresholds that mark the thermometer:

🟢
Low risk

< SMI/yr

~€15,876 · Income below minimum wage. Strong argument against habituality.

🟡
Gray zone

€15K – €30K

Depends on whether the activity is automated (SaaS, courses) or you provide the service directly.

🔴
High risk

> €30K

You provide the service + high income = near-certain habituality. Register as self-employed.

📊 RETA Risk Simulator

Annual LLC income < SMI (~€15,876/yr in 2026)

~15%

Strong argument: income below the SMI suggests there's no habitual economic activity.

Income €15,876 - €30,000/yr + automated activity (SaaS, courses)

~40%

Gray zone. Depends on whether you can prove there's no habitual personal activity from Spain.

Income > €30,000/yr + you provide the service directly

~75%

High risk. Social Security can easily establish habituality.

*Approximate percentages based on case law and binding consultations. Not a substitute for professional advice.*

📜 Binding consultations and relevant jurisprudence

  • Consulta V0832-23 (DGT): Confirms that an LLC is classified as an entity under income attribution regime. Profits pass to the owner's IRPF. Not directly subject to RETA obligation, but clarifies that the structure doesn't shield against Social Security.
  • STS 5504/2017 (Supreme Court): This ruling does not set an automatic rule of 'if you work every day = self-employed'. The Supreme Court rejects the SMI criterion as the sole reference and establishes that habituality is determined by looking at the set of circumstances: continuity over time, organization of resources, and direct personal dedication.
  • TGSS Criterion: The General Treasury has been using the SMI as an informal reference threshold. If your income exceeds the SMI, the presumption of habituality is reinforced — but it's not automatic.
🧠
The real criterion (no shortcuts)

Stop looking for the magic rule of “how much can I earn without registering?”. That's thinking in tax shortcuts. Social Security and the courts look at 4 things:

  1. Is there an intention to engage in economic activity?
  2. Is there continuity or repetition over time?
  3. Are you organizing resources (clients, marketing, tools, structure)?
  4. Is your personal work key to generating income?

If the answer to all four is yes, you're in the red zone even if you invoice little. The myth that “as long as I don't reach the SMI, I don't have to be self-employed” is false as a general rule — STS 5504/2017 goes precisely against that shortcut.

The right question isn't “am I self-employed?” but “am I operating as a real economic activity?”. If the answer is yes, the discussion is how to structure it so you don't expose yourself.

⚠️ Watch out for personal branding: If you're the public face of your business, post from Spain, record videos, do livestreams, and your clients associate you personally — the LLC is not a shield against RETA. The key isn't only invoicing little, it's not looking like the employee of your own company from a Spanish IP.

💡 The best defense: Have a Manager in your LLC with documented activity, an OA stating you're not the manager, and income generated in an automated way. If you provide professional services directly, RETA is almost inevitable. Structure first, invoice later.
🟡 Conditional Obligation: Modelo 130 — The Self-Employed Worker’s Fractional Payment

Modelo 130 is the quarterly "bite" from the Spanish tax authority. It’s the mechanism for advancing IRPF if you’re a self-employed worker.

📅 Frequency

Quarterly: Apr, Jul, Oct, Jan

🎯 Purpose

Lending money to the State in advance

⛓ The Burden

Recurring paperwork that ties you to an accountant

🚨
The Critical Condition: You only have this obligation if you meet the requirements to be a tax resident and self-employed worker in Spain (personal and habitual activity), regardless of whether you use your U.S. LLC to invoice. If you’re self-employed, Modelo 130 applies to you.

Do you need to file it or are you exempt? The dilemma of whether you’re really "self-employed" is a crucial question.

Contingency planning for your retirement

🛡️ Tu Plan de Contingencia Personal

An LLC gives you business efficiency, but it removes the state’s safety net if you don’t pay RETA. If you’ve optimized your IRPF, it’s your responsibility to plan your retirement, health, and wealth privately. Don’t rely on others!

1
Private Security — If you're not contributing, design a comprehensive alternative plan: international private health insurance and retirement plans that aren't dependent on the Spanish state's solvency in 20 years.
2
Investment Strategy — Use the capital you save on taxes to create your own sovereign fund. Consider index funds, ETFs, or real estate investment. Let compound interest work for you.
Disclaimer: We're not financial advisors. Choosing an investment vehicle (liquidity, taxation, risk) is a personal decision. Consult with a qualified professional to validate your strategy.
🌍
🇵🇾 Living outside Spain?? If you're no longer a Spanish tax resident, RETA doesn't apply. Countries like Paraguay have no equivalent to the autonomos contribution for LLC owners, and the IRPF rate is fixed at 10% (or even 0% for foreign-source income). Explore the RETA-free tax residency change →

✈️ Changing Fiscal Residency and LLC: CFC Rules and Global Options

Establishing an international presence with your LLC requires understanding the implications of your fiscal residency and how each country's regulations affect your business structure.

☠️ The Trap: CFC Rules (International Tax Transparency)

What Spain considers a transparent entity (pass-through), other countries may view as opaque and subject to CFC rules. CFC Rules aim to prevent you from setting up a foreign company solely to defer or avoid taxes when you control it and it lacks a real structure.

🧳 Checklist: Jurisdiction Analysis (What to Consider with an LLC)

Your fiscal residency choice directly impacts your LLC management and tax obligations. Each country has its own regulatory and tax frameworks that you must evaluate based on your personal and business objectives and how they align with your international structure. 🌍

It's crucial to conduct an individualized analysis to:

  • 🔎 Classify your LLC in the new country (transparent, opaque, hybrid) and understand its effects.
  • 🧠 Evaluate CFC rules and how they might impute undistributed profits to you.
  • 💼 Determine the taxation of LLC income (distributed or not) under local regulations.
What to look for in each country (quick checklist)
  • 🏷️ LLC treatment: pass-through, corporation subject to income tax, hybrid entity?
  • 🏢 Permanent establishment / significant presence: offices, employees, dependent agents, or effective management.
  • 🧩 CFC rules: participation/control thresholds, low-taxation test, substance requirements.
  • 📜 Tax treaties and withholding: treaty existence, withholding rates at source (royalties, interest, services) and credit mechanism in the destination country.
  • 📅 Personal tax residence: days of stay, center of vital interests, habitual residence, effects of a change of residence.
  • 🏦 Reporting and compliance: information models, CRS/FATCA, banking requirements (KYC/AML) and supporting documentation.
  • 💳 VAT: B2B/B2C rules, OSS (or MoR if applicable), and local sales nexus.
  • 🩺 Social Security: mandatory contributions, bilateral agreements, and coverage (healthcare, pension).
  • 💸 Effective Taxation: marginal rates, exemptions/deductions, income allocation, and treatment of dividends/capital gains.
🔑
Your LLC's “passport” is the U.S., but your tax residence is what matters.

For strategic planning, a detailed analysis is essential. First, define where you reside (and will reside), and align your LLC's operations with that framework to avoid surprises.

🇵🇾
Living in Paraguay would be easier. Paraguay applies a territorial regime: foreign-source income (like your LLC) is taxed at 0%. No CFC rules, no Modelo 720, no RAR, no self-employed contributions. You only pay IRP (10%) if you distribute profits locally. It's the most accessible option for full tax freedom. 🚀 Tax residency change: a tax-free LLC in Paraguay →
🔒 Club: Top 6 International Shield

😈 DEVIL CLUB — Top 6 International Shield

✈️ The Freedom Map

For total tax relief, you must move your residence to a country with a territorial tax regime or one that exempts foreign income. Here are the top 6 options compatible with your U.S. LLC.

🔒

Top 6 International Shield — Members only

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🇵🇾
1. Paraguay (Territorial) — Tax: 0-10%. You only pay on distributed or locally generated income. It's the starter kit: fast and low cost.
🇦🇩
2. Andorra (Low Tax) — Maximum 10% income tax. High quality of life and proximity to Europe. Requires effective residence and initial costs.
🇦🇪
3. United Arab Emirates — Tax: 0% personal income tax. Global prestige hub. High cost of living and more complex management compared to Paraguay.
🇵🇦
4. Panama (FIP) — Tax: 0% for foreigners. Option for holdings and LLC asset management. High cost of living in the capital.
🇨🇾
5. Cyprus (Non-Dom) — EU access. No tax on foreign dividends for non-domiciled individuals. Requires minimum stay.
🇲🇹
6. Malta (Non-Dom) — EU access. Tax based on remittances (you only pay for what you bring in). Complex rules and investment required.
💡
Key Idea: Your LLC's "passport" is the U.S., but your tax residence is what matters.

See module Tax Residency Guide for LLC entrepreneurs and Tax Atlas of 44 countries for a full analysis.

🔒 Where It All Falls Apart: Failure Points of a "Perfect" LLC

You can have the cleanest LLC in the world. Real manager, customized Operating Agreement, up-to-date compliance. And still, a single mistake can ruin everything. These are the points where a "perfect" structure falls apart:

📝
Firmas contratos Narrativa rota
🏠
You manage from Spain EP / CFC / Attribution
💳
Mezcla patrimonial Pierdes velo corporativo
🔒

Complete analysis of failure points + risk assessment — For members only

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🚨 The 5 Breaking Points

💥
Client signs contracts directly. If your name appears as a signatory (not the LLC's through its Manager), you're showing that effective management rests with you. Not the LLC. One contract signed by you can undo years of structure.
💥
Use the account as your personal wallet. Paying personal subscriptions, restaurants, vacation flights from the LLC account = commingling assets. In the U.S. this is called «piercing the corporate veil» and nullifies limited liability protection.
💥
Live in Spain and manage everything from there. CFC rules + income attribution + possible EP. If your connection IP is always Spanish, your emails are in CET timezone and your bank sees transactions in Spanish hours… the tax authority connects the dots.
Don't declare in your country of residence. «Since the LLC is in the U.S., I don't have to declare here.» False. The LLC is transparent: profits pass to your income tax. Not declaring is tax evasion.
Abandon compliance. Don't file Form 5472, don't renew Registered Agent, don't file FBAR. In 2-3 years the LLC falls into «not in good standing», accumulates penalties and loses legal validity.

🚦 Risk Semaphore by Behavior

🟢
Bajo Riesgo
  • You don't sign anything personally
  • Manager handles visible operations
  • Up-to-date compliance
  • LLC account = business expenses only
  • Ingresos pasivos/automatizados
🟡
Riesgo Medio
  • Firmas algunos documentos menores
  • You provide services directly
  • Some personal expenses mixed in
  • You don't document distributions
  • Ingresos 15K-30K€
🔴
Alto Riesgo
  • You sign, decide, and execute everything
  • Mezcla patrimonial habitual
  • You don't declare income in your country
  • You don't have a Manager
  • Publicas «soy CEO de mi LLC» en LinkedIn
💡 The entrepreneur's paradox: You want total control, but that control is what gives you away. The solution isn't to lose control — it's to make control invisible. You decide strategy; your Manager executes documented operations.

🌍 LLC by country: Tax residency compatibility

This guide focuses on Spanish tax residents, but LLCs work differently depending on where you live. Here's a quick compatibility map:

Country LLC transparent? CFC Rules IRPF on LLC profit Compatibility
🇪 🇸 🇪🇸 Spain Yes (RAR) Yes (Art. 100 LIRPF) 19-47% progressive 🟡 Workable with structure
🇵🇾 Paraguay N/A (territorial) No 0% (foreign income exempt) 🟢 Optimal
🇦🇩 Andorra Depends Limited Max. 10% 🟢 Very good
🇵🇹 Portugal Yes (similar to ES) Yes NHR: possible partial exemption 🟡 Depends on regime
🇵🇦 Panama N/A (territorial) No 0% (foreign income exempt) 🟢 Optimal
🇦🇪 UAE (Dubai) N/A No 0% personal IRPF 🟢 Optimal (high cost of living)
🇲🇽 Mexico Yes (possible) Yes (REFIPRES) Up to 35% 🔴 Complex
🇦🇷 Argentina Opaque Yes (aggressive) Up to 35% + personal assets 🔴 Difficult
🇨🇴 Colombia Depends Yes (ECE) Up to 39% 🟡 Workable with advisory
🇺🇾 Uruguay N/A (territorial) No (foreign income exempt) 0% on foreign income 🟢 Very good
🔑
The universal rule: Your LLC is an American vehicle, but your tax residency takes precedence. A territorial country (Paraguay, Panama, Uruguay) gives you total freedom. A country with aggressive CFC rules (Spain, Argentina, Mexico) requires structure and real substance. Always consult a local advisor before deciding.
🇵🇾
Would you like to move from 🟡 to 🟢? A change of tax residency is the most effective way to optimize your LLC to the max. Paraguay is the most accessible and fastest option. See residency change guide → 🔒 Members only

⚙️ Daily Operations: EIN, Banking, and LLC Accounting

🗓️ How to get your LLC's EIN and open a US bank account

To operate your LLC, the first step is to obtain an EIN (Employer Identification Number). It's your LLC's US tax identification number and an indispensable requirement to open any bank account.

🗓️ When to apply for an EIN from the IRS?

Wait times are crucial and depend on IRS workload. The graph shows average wait times for non-residents (via Fax/Mail):

✅ Fast (3 to 4 weeks)

Best window: April to July.

🟡 Medium (4 to 5 weeks)

Reasonable wait: March to November.

❌ Slow (5 to 6 weeks)

Worst time: January and December.

💡
Pro Tip: January to April is Tax Season in the U.S. and the IRS gets slammed. If you apply during these months, be patient. We handle follow-up (Fax-back).

CP 575, the expected letter with your EIN

IRS CP 575 letter – EIN number for your U.S. LLC

Open the LLC before the bank account?

🏆
Golden Rule: LLC first, then bank. If you want to open a business bank account for your company, first form an LLC. Banks will ask for documents you can only get after creating it.

📄 La Prueba de Existencia (Documentos Clave)

EIN (Tax ID Number)

The LLC's Tax Identification Number, equivalent to NIF/CIF in Spain. Without this, no neobank will open the door.

Articulos de Organizacion

Document certifying the LLC's legal creation, containing basic company data. It's the birth certificate.

Formulario SS-4 (Copia)

The form we submit to the IRS to request an EIN. These documents prove your business's legal existence.

⚠️
The Obstacle: Unfriendly Banks. Not all banks accept foreign LLCs. Some only work with companies with a physical U.S. presence (office or warehouse). Others require you to travel to the U.S. to open the account in person. Choose wisely. (See the Recommended Banks section below).

🏦 Best bank for LLC in USA: Mercury vs. Wise vs. Revolut

💡
If you have a U.S. LLC, forget traditional banking. Neobanks are the only viable option: 100% online, minimal costs, and designed for your digital business's cross-border needs.

The 3 Giants for LLCs

Mercury 🇺🇸

U.S. neobank in dollars ($).

  • 🇺🇸 US Focus: Invoicing, accounting tools, and integrations (Stripe/Shopify).
  • 💳 Physical and virtual debit card.
  • 🔗 Access to financing (if you meet requirements).
Wise 🌐

Specialist in transfers and currencies.

  • 🌎 Multi-Currency: Operates in over 50 currencies, including € and $.
  • Transparent Rates: Real exchange rates and low fees for international payments.
  • 📬 You can receive payments with bank details from 10 different countries.
Revolut 💳

European-origin neobank (United Kingdom).

  • 🔒 Multi-Currency Account: Allows sending, receiving, and converting in over 50 currencies.
  • 💵 Cost: Typically a flat fee of ~$10 for the Pro/Business account.
  • 🌐 Includes physical and virtual card.

Neobanks comply with the same regulations and guarantees as traditional banks. By operating online and without physical branches, they cut costs and offer you better terms and services.

LLC Bank Account Opening Process
📄
Documents EIN + Articles + OA + Passport
📝
Online Application Mercury / Relay / Meru (3-5 min)
KYC Review 1-5 business days
Active Account! Routing + Account Number
💡 Tip: Mercury usually approves within 24-48hrs if your LLC has an EIN and clean documentation. If you're rejected, Relay or Meru Business are reliable alternatives. Don't apply to multiple banks at once — they view this as a risk signal.

📊 LLC Bank Comparison Table

Bank Tipo Divisa Coste Tarjeta Crypto CRS
🏦 Corporate Banking (your LLC account)
Relay 🇺🇸 Corporativa USD $0/mes ✅ Physical + Virtual ⚠ Limitado ❌ Fuera
Meru Business 🇺🇸 Corporativa USD $0/mes ✅ Virtual ❌ Fuera
Wise Business 🌐 Corporativa Multi (50+) $0/mes ✅ Physical + Virtual ❌ No ✅ Inside (EU)
Revolut Business 💳 Corporativa Multi (50+) ~$10/mes ✅ Physical + Virtual ⚠ Limitado ✅ Inside (EU)
🛡 Plan B Corporativo
HighBeam 🇺🇸 Corporativa USD $0/mes ✅ Virtual ilimitadas ❌ Fuera
👤 Personal Banking (for your distributions)
Payoneer 🌍 Personal Multi $0/mes ✅ Virtual + Prepago ❌ Fuera*
Meru 🇺🇸 Personal USD $0/mes ✅ Virtual ❌ Fuera
Wise Personal 🌐 Personal Multi $0/mes ✅ Physical ✅ Inside (EU)
Revolut Personal 💳 Personal Multi $0/mes ✅ Physical + Virtual ✅ Inside (EU)

Payoneer operates from the U.S./Israel. Verify your account's CRS status based on the issuing jurisdiction. — CRS = Automatic information exchange with the Spanish tax authority. ❌ Outside = the tax authority does NOT see your balance automatically.

🛡
Devil Club Recommendation: Mercury as your LLC's primary bank (operations, collections, Stripe) + Mercury Personal or Payoneer for your personal account to receive distributions in USD. Wise Personal or Revolut Personal if you prefer spending in EUR. Never use your LLC account for personal expenses — it breaches the corporate veil and you lose limited liability protection.

💵 Personal Banking: How to distribute funds without breaching the corporate veil

One of the most common mistakes is using your Mercury or Wise Business card to pay for personal expenses like dinner, groceries, or Netflix. This breaks the corporate veil. Mixing personal and LLC expenses can lead a judge to pierce the veil and consider you and your LLC the same entity — which would cost you limited liability protection.

The solution is simple: you make a distribution (owner's draw) from your LLC account to your personal account, and then pay from there. The distribution is recorded as such in your accounting and is perfectly legal.

Meru Personal 🇺🇸

U.S. fintech for non-residents. USD account, virtual card, ideal for spending in dollars without touching your European bank. Outside CRS.

Payoneer 🌍

Multi-currency personal account. Receive USD from Mercury, spend with prepaid card in any country. Operates from U.S./Israel — off the European CRS radar.

Wise Personal 🌐

Multi-currency personal account with physical card. Cheap currency exchange. Heads up: inside European CRS — the Spanish tax authority sees your balance.

Revolut Personal 💳

Multi-currency personal account with card. Useful for spending distributions in euros. Inside European CRS.

💡 The key: LLC → Mercury (operations)Distribution → Meru/Payoneer (personal expenses in USD, outside CRS) or Wise/Revolut Personal (if you prefer to spend in EUR). This way, you maintain asset separation.

📈 Investing with your LLC: Don't let your money sit idle

Your LLC isn't just for invoicing. It can also be your investment vehicle. With your EIN and LLC documents, you can open an account at:

📊 Interactive Brokers

The most complete broker for LLCs. Stocks, ETFs, bonds, options. Business account with the EIN. Minimal fees. Diversify in USD without moving the money out of the U.S.

🪙 Exchanges Crypto

Open a business account on U.S. exchanges with your LLC. Important: pick one that's crypto-friendly, accepts LLCs from foreigners, and holds a FinCEN license. See the 🔒 Crypto-Shield section.

🏠 Real Estate USA

Platforms like Fundrise, RealtyMogul or CrowdStreet let you invest in U.S. real estate with your LLC. Real diversification in U.S. physical assets.

Watch out for interest. If your Mercury account generates interest (Savings Account at 4-5%), the bank is required to report it to the IRS (Form 1042-S). The IRS may share this information with the Spanish tax authority via FATCA. Keep your account as a non-yielding Checking Account if you want zero alerts.

📋 KYC: What U.S. banks will ask you (and why)

U.S. banks are cautious with foreigners. And rightly so: if a foreigner defaults, it's extremely difficult to pursue them legally outside the U.S. That's why the KYC (Know Your Customer) process is rigorous. Here's what they'll ask for:

1
Valid passport — Of the owner (you) and the Manager, if you have one. Color scan, clear.
2
EIN + Articles of Organization — Proof that the LLC exists and is registered.
3
Company websiteRequired. Banks want to see that your business is real. It doesn't have to be complex, but it needs to be professional with clear information about what your LLC does.
4
Corporate email — An email like [email protected]. No Gmail or Hotmail. It's a basic sign of professionalism.
5
Proof of Residence — A document that proves your personal address (utility bill, bank statement, etc.).

Helpful bonus: Have active social media (LinkedIn, Instagram) for the business or personal. Bank compliance officers check them. A real, professional profile gives you bonus points over a «ghost» application.

🚨 What if your account gets closed or frozen?

It's not the end of the world. American banks close accounts for compliance reasons more often than you think. The most common reasons:

  • 🥇 TOP 1: Operating crypto on a non-crypto-friendly bank. Wise, for example, is NOT crypto-friendly. If you receive funds from an exchange directly into Wise, they'll freeze the account. Mercury does accept crypto flows if you declare the activity.
  • Mixing personal and corporate funds — Using your LLC account for personal expenses triggers alerts.
  • Unusual activity spikes — If your LLC usually invoices $2,000/month and suddenly gets $50,000, expect a review.
  • Sanctioned countries — Transactions with Iran, Cuba, North Korea, etc. = immediate closure.
  • Prolonged inactivity — An account with no activity for 12+ months may be closed.
✅ The protocol if they close you

If a bank closes your account, they'll send a check with your balance to your registered address — which is your Registered Agent's address in the U.S. From there, your agent sends it to you and you deposit it into your new bank to collect. Meanwhile, you open an account with another neobank (Relay, for example, if Mercury closed your account, or vice versa). Your LLC remains active. The closure of one bank doesn't affect your company, just the payment channel.

💡 Devil tip: Always keep a backup bank. Mercury + Relay or Mercury + Meru Business is a solid combo. If one falls, the other keeps running.

🗺 DAC Map: Who Reports What to the Spanish Tax Authority

DAC directives (Directive on Administrative Cooperation) are the EU's tools for European countries to automatically share tax information. Each new version closes another loophole. Here's a summary:

Directiva What is reported Who reports Since when Does it affect you?
DAC2 Bank accounts, balances, interest EU banks and fintechs (Wise, Revolut, N26) 2016 Yes — If you have a Wise EU account with your LLC
DAC7 Ingresos en plataformas digitales Marketplaces (Stripe, Airbnb, Etsy, Fiverr) 2023 Partially — If you use EU platforms as a seller
DAC8 Cryptocurrencies + e-money (electronic money) Exchanges EU + proveedores de e-money 2026+ Yes — If you operate crypto from EU exchanges
💡
The bottom line: The U.S. is not part of the CRS. That's why your Mercury account (American bank) doesn't report to the Spanish tax authority. But any financial account or service based in the EU (Wise Brussels, Revolut Lithuania, Binance EU) does report. Operating your LLC through American banking is the difference between total visibility and legitimate privacy.

🚨 Legal Alert 2026: The End of DAC8 Limbo

📉
The New Rule. To understand this, the EU's DAC directives have been strengthening data exchange for years. DAC2 introduced the CRS (Common Reporting Standard) for traditional banks. DAC8 is the final blow: it broadens the scope to cover the last remaining assets.

With the entry into force of Directive DAC8 in the European Union, the veil of invisibility over certain assets has fallen. The goal is to reinforce the automatic exchange of information (CRS).

🪙 Crypto Assets

Anonymity on Europe-based centralized exchanges is over.

💶 Euro Accounts

You'll no longer be able to hold electronic money in € on European platforms without CRS reporting your LLC to the Spanish tax authority.

🚨
The Tactical Conclusion: If you use Wise or Revolut to hold large Euro balances, assume the Spanish tax authority has (or will soon have) a direct window into that balance. Privacy in Euros is dead.

How to react to DAC8 and shield your LLC? We analyze it in 🔒 Club: Privacy and Anonymity in the Post-DAC8 era.

🔒 Privacy and Anonymity in the Post-DAC8 Era

Directive DAC8 (2026+) extends the automatic exchange of information to cryptocurrencies and e-money. This means platforms like Binance, Coinbase, Wise, and Revolut will be required to report balances and transactions to European tax authorities. How does this affect your LLC? What can you do?

🔒

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🛑
CRITICAL FILTER: This protocol only matters if your top priority is radical privacy and data segregation. If your LLC is already reported on your Spanish IRPF and you're making distributions to your local bank, the Spanish tax authority already knows about your LLC. The following tactics are secondary to your primary tax obligation.

💵 The Euro is Toxic to Privacy

DAC8 puts all electronic money accounts in the EU on the CRS radar. If you have large Euro balances on Wise or Revolut, that information goes directly to the tax authority. The only solution to maintain liquidity privacy is to switch currency and jurisdiction.

1. Golden Rule: 100% USD Shield

Action: Close your Euro (€) balance on European platforms (Wise/Revolut). Move all your liquidity to a US Dollar ($) account in a jurisdiction that doesn't participate in CRS (like the U.S. with Mercury). Privacy only exists in USD.

2. Collect in Euros without holding Euros

If your clients are European, you can use intermediaries to have them receive Euros and send you clean Dollars to your American account, avoiding having to report the Euro.

  • Stripe/Shopify: Set up the gateway so that the base currency is USD. Stripe charges the final client in € but immediately settles in USD to your LLC. You'll never touch the Euro.
  • Hotmart/MoR: Using a Merchant of Record (MoR) is the cleanest way. They handle the Euro and send you USD as net royalties.

*This is the only operational way to mitigate DAC8's impact on your liquidity.

💸 Hidden LLC Costs: What Nobody Tells You

The LLC setup price is transparent. What nobody mentions are the recurring costs and fees that eat into your profit without you realizing:

Concepto Coste real Frecuencia 💡 How to Minimize It
💱 Currency conversion (the silent thief)
Mercury (USD→EUR) ~3% above mid-market rate Cada retiro Don't use Mercury to convert. Send USD to Wise.
Meru/Payoneer 1-2% (Meru) / 2-3% (Payoneer) Cada retiro Payoneer is the most expensive. Avoid for large conversions.
📅 Mantenimiento anual
Registered Agent $50-150/yr Anual Included with Devil Club. If you do it yourself, $100-150.
Tax Filing (5472+1120) $250-500 Anual (abril) Incluido en Devil Club.
State Annual Report (NM: not applicable) Not applicable New Mexico does not require an annual report for LLCs.
📊 Spanish Tax Filings
Tax advisor (IRPF+720) $300-600/yr Anual You need an advisor who understands LLCs. We show you how — it's simpler than it seems.
💱 The trick that saves you hundreds per year: Keep your income in USD with Mercury. When you need euros, send from Mercury → Wise → your personal bank. Wise charges ~0.5% vs. Mercury's 3%. On $50K in annual revenue, that's $1,250 in savings.
💰 Hidden Savings Math: Your LLC pays for itself

If you invoice $50,000 per year and convert with a traditional bank or Mercury directly (3% spread), you lose $1,500 in conversion fees you never see.

With the Devil circuit (Mercury → Wise → your bank), that fee drops to ~0.5%: $250. The difference — $1,250 — stays in your pocket.

Result: with FX optimization alone, the Manager Plan ($3,600) pays back almost immediately. It's not an expense — it's an investment with ROI from year one.

📊 LLC Accounting: Is It Mandatory? What You Need to Keep

Many think LLCs don't need formal accounting. It depends. For New Mexico, it's not mandatory, but you must be able to show your profits to both the IRS and the Spanish tax authority. The good news: it's much simpler than it seems.

📋 Simple Bookkeeping: What you actually need (P&L)

No need for Quickbooks, American accountants, or complex software. For a digital services LLC, what satisfies both the AEAT and IRS is being able to show your profits with these 4 documents:

1
Contracts — Agreements with your clients (even a confirmation email). Shows your activity is real.
2
Invoices — What you send to your clients. No special format required (see next section).
3
Bank statements — From Mercury, Wise, etc. Your trail of transactions. Download them monthly.
4
Spreadsheet (P&L) — An Excel or Google Sheets with columns: Date, Description, Amount, Currency, Category (income/expense/distribution). That's your P&L (Profit & Loss). You're set.
✅ With these 4 elements, you have a P&L (Profit & Loss) that satisfies both the IRS (for your 5472/1120) and the Spanish tax authority (for your IRPF). No more needed.
💡 Bookkeeping Basic (included in all Devil Club plans) automates this: connect Mercury or Wise and your transactions sync, categorize, and visualize in real time. No Excel. See Bookkeeping →

Who requires accounting from you in the U.S.?

Your LLC must report data (income, expenses, net profit) to:

  • IRS (Internal Revenue Service) — Via forms 5472 + 1120
  • FinCEN (Financial Crimes Enforcement Network) — Via FBAR if you have >$10K in non-US banks
  • BEA (Bureau of Economic Analysis) — Via BE-13 every 5 years

Heads up: Some states like California or New York DO require full accounting with an auditor. But not in New Mexico or Wyoming.*

🧾 Invoicing: How to issue invoices with your LLC

Invoicing with your LLC is easy. There is no required format in the U.S. (unlike Spain's SII). You can invoice however you like: PDF, Word, online tool, or even an email with the details. Just make sure to include the basics:

YOUR LLC NAME LLC
1234 Main St, Albuquerque, NM 87102, USA
EIN: XX-XXXXXXX (optional)
INVOICE #001
Date: March 15, 2026
Due: Upon receipt

Bill To: Sample Client S.L. — Madrid, Spain

Digital Strategic Consulting (March 2026)$2,500.00
Web Development — Landing Page$1,200.00
Ads Campaign Management$800.00
TOTAL$4,500.00 USD

Payment: Wire transfer to Mercury Bank — Routing: XXXXX — Account: XXXXX

Important invoicing notes:

  • EIN is optional on the invoice. You're not required to include it, but some corporate clients may request it.
  • You can invoice in USD or EUR. If you invoice a European client in EUR, for accounting purposes you convert it: either at the exchange rate on the invoice date or with an annual average (simpler).
  • No VAT. Your U.S. LLC doesn't charge VAT. VAT (if applicable) is the client's responsibility in their country (reverse charge in B2B).
  • Tools: Mercury has integrated invoicing. You can also use Invoice Ninja (free), Wave, or just a Google Docs.
🛑
Danger! Non-Legitimate Expenses
The Bank is the First Judge:

The biggest risk is irregular activity. If your bank (Mercury, Wise, etc.) detects fraud patterns (attempts at money laundering or commingling funds), they'll shut down your account before the tax authority (IRS/Spanish/t your country) knows.

Best practice: Distribute the money to your personal/Meru account and spend it from there. Don't use the LLC account for daily consumption.

🚨 Fatal Risks
🚫 SimulationIncluding personal expenses as business expenses. Not related to your activity.
❌ FraudFalsifying accounts with artificial or non-existent expenses. Serious fines.
✅ Proper Deductibility
🎯 RealityOnly real and necessary expenses for your activity.
📝 DocumentationInvoice or contract required for each expense.
🔍 TransparencyMust reflect actual financial reality.
📊 The Devil Solution: Governance Ledger

Ledger isn't an accounting program. It's your LLC's “black box”: just like an airplane's black box records every move the pilot makes, the Governance Ledger documents every decision requiring Manager authorization — with date, digital signature, and verifiable Transaction ID. If there's an audit (the “accident”), the Ledger is what proves management happened from the U.S. and was legal.

7 request types, each with its own review level:

  • Profit distribution — you withdraw money from the LLC
  • Capital contribution — you inject money
  • Operating expense (OPEX) — software, services
  • Strategic investment — assets, investments
  • Intercompany transfer — between entities
  • Sign collaborator contract — with PDF attachment
  • Strategic decision — no money involved

Higher amount → higher review level

Governance isn't sexy, but it's your black box. When the Spanish tax authority asks “who decides in your LLC?”, you don't show them a WhatsApp — you show a governance log with signed resolutions and verifiable Transaction IDs. That's real substance. Exclusive to Devil Club members.

🔒 Club: Simple LLC Ledger

We provide a Minimalist Ledger in Google Sheets that automates record-keeping. Ditch Quickbooks and other complex solutions that steal your time. If your LLC only offers digital services, you only need to track four key movements to stay on top of things. Less is more!

🔒

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😈 Club: The Minimalist Bookkeeping Sheet (The Big Gift)

You know that accounting isn't mandatory for your New Mexico LLC, but it's the foundation for a stress-free April tax filing.

Ditch Quickbooks and other complex solutions that steal your time. If your LLC only offers digital services, you only need to track four key movements to stay on top of things. Less is more!

Club Sheet Benefits 🚀
  • No Software: Cloud-based (Google Sheets). Access from your phone or PC, no licenses required.
  • 4x4 Accounting: Just fill in 4 columns to get 99% of the work done.
  • Clean Data: Get your Net Profit and Distributions ready for Form 5472 and your IRPF.

*The link will automatically prompt you to make a copy to your Google Drive (no permissions needed, it's yours).*

🎬 A typical day with your LLC: Real-life simulation

What's a typical day like for someone with a Devil Club LLC? No theory, no jargon. Real life:

A client pays you $3,000 for a project. The payment lands in your Mercury USD account. You do nothing special — Mercury notifies you and the balance appears. If you invoice with Stripe, it deposits automatically.
💻
You need to pay for a work tool ($49/month). You use the LLC's linked Mercury debit card. Software, hosting, advertising, domain — all business expenses come out of here. These are deductible expenses.
🛒
You want to buy something personal (Netflix, flight, dinner). ❌ Don't use the LLC card. Use your personal account. The LLC pays business expenses. You pay your personal expenses. Mixing = piercing the corporate veil.
💸
You need money for yourself (Owner's Draw). You request a distribution to the Manager. The Manager documents the resolution, authorizes the transfer, and you receive the money in your personal account via Wise (to minimize exchange fees).
📅
End of month: you record in your sheet. You open your Google Sheet and note the month's income and expenses. 10 minutes. This sheet will be your proof for the tax authority and the IRS when April arrives.
📨
A client requests an invoice. You generate an Invoice from Mercury (or your template) with the LLC's details: name, EIN, NM address. You don't appear on the invoice — the company does.
🎯
Executive summary: Your day-to-day with an LLC is virtually the same as any freelancer — the difference is you invoice as an American company, get paid in dollars, deduct real expenses, and have an asset protection layer. The LLC does 95% of the work invisibly.

🔒 Criptoblindaje Post-DAC8

If your LLC operates with cryptocurrencies — whether as a payment method, store of value, or business line — you need to understand how DAC8 changes the game and how to properly structure crypto operations to avoid surprises.

🔒

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🇺🇸
IRS CRITERION: The IRS in the U.S. and the Spanish tax authority in Spain do not consider cryptocurrencies or NFTs as currency, but as property or assets. Each sale or exchange generates a potential capital gain or loss subject to taxation.

🪙 Activos Digitales: Marco Legal

📋 Principios de Deducibilidad

Reality: The NFT transaction must be a genuine operation justified for business purposes. Market Value: Transactions between your LLC and you (the owner) must be at market prices. Expenses: Only losses or expenses directly related to the LLC's activity are deductible.

✅ Operaciones Validas
  • Legitimate purchase: Acquisition of NFTs with a clear business purpose
  • Fair pricing: Valuation at verifiable market price
  • Documentation: Exhaustive record of all transactions
☠️ Riesgos Criticos
  • Tax simulation: Manipulating prices or creating artificial losses
  • Tax fraud: Evading tax payments through fictitious structures
  • Active scrutiny: IRS and the tax authority review digital asset valuations
1. DYOR: Exchange Selection

The crypto ecosystem is constantly changing. No permanent recommendation exists. What works today may fall under European regulation (MiCA) in 6 months or change its LLC acceptance policies.

Criterios de Evaluacion (revisa cada 6 meses):

  • No European presence: Verify the exchange has no subsidiary, license or operations in the EU (to avoid DAC8/CRS)
  • Accepts non-US LLCs: Confirm they allow Business accounts for Wyoming/Delaware/New Mexico LLCs with foreign owners
  • Expansion plans: Research if the exchange has public announcements to expand to Europe — if so, rule it out
  • Clear regulation: Prioritize exchanges with FinCEN (US) license or similar, to give your bank confidence
🛑
The Banking Filter. The biggest bottleneck for crypto operations is the bank. Many banks (including European neobanks) freeze funds coming directly from crypto exchanges.
Wise:

Generally not crypto-friendly for direct flows from exchanges. High risk of fund blocking or account closure.

Mercury:

More receptive to LLCs that declare crypto activity, but requires total transparency on fund origin.

2. Rigorous Documentation

The rule is simple: Be transparent and document everything. Maintain an exhaustive record and justification of all digital asset transactions.

  • Transaction log: Date, amount, counterparty, commercial purpose of each transaction
  • Market valuation: Evidence of the market price at the time of the transaction
  • Business purpose: Clear justification of how the digital asset is linked to the LLC's activity
  • Tax advice: Consultation with digital tax and accounting experts for both jurisdictions

*Consulta con expertos en fiscalidad digital para garantizar el cumplimiento en ambas jurisdicciones.

😈 LLC Opening Service: Pricing and Process

Your Turnkey LLC: Roadmap, Deliverables, and Flat Fee for Smooth Operations.

🗺 ️ How to open an LLC step by step: Complete roadmap

If you want to create an LLC (Limited Liability Company) in the U.S., we make it easy. We handle everything so you can have your company up and running quickly, without paperwork or complications. We work with New Mexico, one of the most advantageous states for LLCs.

🏛
1. Formation Estatutos + OA + BE13C 1-2 dias
📄
2. EIN (IRS) EIN via IRS Fax 3-5 semanas*
🏦
3. Banking Mercury, Wise, Revolut 1-2 dias
🚀
4. Up & Running! LLC ready to invoice Total: 3-5 wk.

*The EIN depends on the IRS — the bottleneck is bureaucratic, not on our side.

1

Legal Formation

Official state registration (NM). Drafting of Articles and Operating Agreement + BE13C + Founder Statement.

2–3 days
2

Obtaining an EIN (IRS)

EIN processing via Fax. Dependent on IRS timelines.

1–8 semanas*
*The bottleneck is bureaucratic, not ours.
3

Apertura Bancaria

With your EIN in hand, we apply to Mercury, Wise, or Revolut for your USD/EUR accounts.

3–5 days
4

Delivery and Operations

We hand over the company keys, accounts, and access to the Club. Time to invoice.

✓ All set!

Tiempo Total Estimado: 3 a 5 semanas

In 3 to 5 weeks (depending on the IRS) your LLC will be ready to operate and you'll be able to enjoy benefits like:

  • Limited liability protection
  • Management flexibility
  • Operational efficiency and access to global clients

Why New Mexico: It's one of the most popular states for LLCs thanks to its simple constitution, low costs, and efficient administrative framework, making it easy to maintain your company and focus on growing your business.

📆 Timeline realista: Que esperar semana a semana

Theoretical timelines are one thing. Reality is another. Here's what actually happens when you start the process:

S1
Week 1 — Formation. You send us your details (passport, address, LLC name). Within 1-2 business days, your LLC is registered in New Mexico. You receive: Articles of Organization, Operating Agreement, BE-13C, Founder's Resolution.
S2
Week 1 — EIN application. We fax the SS-4 to the IRS. Now the wait begins. The IRS processes faxes in 3-5 weeks. We can't rush this — it's federal bureaucracy.
S3-6
Weeks 2-4 — EIN wait. During this time, we set up everything else: business address, Registered Agent, your profile in the Club dashboard. You can prepare your branding, contracts, and pricing structure.
S6-7
Weeks 4-5 — EIN received + Bank opening. With the EIN in hand, we apply to Mercury (1-2 days for approval). You can also open a Wise Business account as a multicurrency backup.
S7-8
Week 5 — Operational! You receive access to the bank, debit card, and all your LLC documents. You can start invoicing, collecting payments, and operating immediately. Welcome to the club. 😈
Managing expectations: The bottleneck is always the EIN (IRS). The average is 3-5 weeks. Don't trust anyone promising an "EIN in 24 hours" — either they're not using fax (which won't work for foreigners without an SSN) or they're lying.

💵 How much does it cost to open a U.S. LLC: Prices with and without a Manager

Choose your setup. Do you want just the company or the full structure with governance and documented evidence?

LLC en New Mexico
Profile that doesn't pay taxes in Spain (no manager)
$1,800 /yr
Incorporation + maintenance + annual obligations. Same technical coverage, no manager service.

🔒 Price locked in forever if you sign up today.

  • Document Management: Certificate, Articles, and Operating Agreement ready from day one.
  • EIN (Tax ID): We obtain your tax ID number from the IRS without delay.
  • Registered Agent + Business Address: Legal compliance and mail receipt.
  • Annual Reporting: We file Forms 5472 + 1120 for you. Zero hassle.
  • Neo-Bank Link: Fast onboarding with Mercury, Revolut, or Wise.
  • 1:1 Support: Personal access all year for operational questions.
  • IRS Liaison: We respond to official requests on your behalf.
  • Access to Devil Club: Strategies and community of operators.
  • Referral program: $150 credit for each client you bring, $100 discount for the referred person.
Elegir Plan Basico →

🛡 60-day guarantee: If we don't register your LLC, 100% refund.

Annual renewal at the same price to keep your structure up-to-date and compliant.

No Lock-in

Businesses evolve, change, or end. That's life. At Devil Club we believe in total freedom: You join because you want to, and you leave whenever you want. No fine print or abusive lock-in contracts.

Dissolution and Closure Pack — $300 one-time payment

If you decide to end your adventure, we handle shutting things down legally so the IRS doesn't chase you down the road.

  • State Dissolution: We notify New Mexico of closure on the date you choose.
  • Final Tax Filing: We file the final tax return with the IRS, marking the definitive closure.

«Thanks for your time and your trust. If your path changes, we'll take care of switching off the lights correctly.»

Tax Filing Services (Optional)

Plans include the standard annual return (Forms 5472 + 1120). For more complex situations, we offer the following add-on services:

Standard Tax Filing $600 Annual IRS return — included in both plans
Complex Tax Filing $1,200 Complex activity, multiple income sources
FBAR (FinCEN 114) $200 Required if bank balances > $10,000

📦 What you get when opening your LLC: EIN, Operating Agreement, and more

We don't just give you "papers". We provide the essential tools to operate, open bank accounts, and comply with the law from day 1.

🏦

EIN (Employer ID Number)

Your company's fiscal ID. Without this, you're nobody in the U.S.

Purpose: Essential for opening Mercury/Wise and activating Stripe.

🏛

Articles of Organization

Your LLC's official birth certificate, stamped by the State.

Purpose: Legal proof of existence to third parties, vendors, and authorities.

🤝

Operating Agreement

The internal instruction manual. Defines ownership and roles.

Purpose: Key for the bank (KYC) and to demonstrate «substance» to the Spanish tax authority.

📝

SS-4 Form (Copy)

The original application submitted to the IRS with your registration data.

Purpose: Sometimes Amazon or banks ask for it to verify the address and the «Responsible Party».

Statement of Organizer

The bridge document. We hand legal control over to you.

Purpose: Demonstrates the ownership chain while keeping your name out of the initial public record.

📊

BE-13 Report (BEA)

Mandatory foreign investment declaration when creating the company.

Purpose: Avoid fines for failing to file the statistical report to the U.S. government. See service →

📉

Governance Ledger

Governance registry integrated into your Devil Club panel. Each operation requiring Manager authorization is documented with date, signature, and reference.

Purpose: Documentary proof of economic substance to the Spanish tax authority. Demonstrates your LLC is genuinely managed from the U.S.

😈

Access to Devil Club

The community and advanced resources (Hacks, Strategies, and Support).

Purpose: So you're not alone. Access to DAC8 updates, IRPF strategies, and support.

Operational Guarantee: With this package, you have 100% of what's needed to pass any bank KYC and start invoicing ASAP.
📄
Real Documentation See real examples of the deliverables from our LLCs
See it now →

🔍 Checklist: What to require from an LLC provider (and what to never accept)

Your LLC isn't a domain you contract and forget. It's an international legal structure involving two countries, two tax authorities, a foreign bank, and your personal assets. The provider you choose will be in the middle of all that. Choose wrong, and you'll find out too late.

Not all LLC formation services are equal. Most set up the paperwork and disappear. Here are minimum non-negotiables you should require:

🛑 Red flags
  • They sell you the LLC and disappear. No post-sales support, follow-up, or compliance.
  • They don't have a PTIN. Without an IRS Preparer Tax Identification Number, the person signing your return isn't authorized.
  • Generic tax filing. They charge you for Form 5472, but it's handled by software, not a professional who understands your case.
  • No real Operating Agreement. They give you a generic template from the internet instead of a customized Operating Agreement tailored to your profile.
  • Slow response times. If your provider takes 15 days to respond to an email, imagine during an inspection.
  • Lack of substance. They don't offer a Manager or governance system. Just paperwork and goodbye.
✅ What you should require
  • Complete legal documentation from day 1: Articles, customized Operating Agreement, BE-13C, Founder's Resolution.
  • Professional tax filing with PTIN. The person signing your 5472+1120 with the IRS must be registered and authorized.
  • Real Manager + governance system. It's not enough to just put a name in the Operating Agreement. There must be documented resolutions, decision records, and cumulative evidence.
  • 1-on-1 support and immediate response. Not a chatbot or ticket #4582. A person who knows your case.
  • Proactive compliance. They notify you of deadlines, regulatory changes, and obligations BEFORE they expire.
  • Community and ongoing training. Because rules change and you need to stay up-to-date without becoming a lawyer.
📎 The detail that makes the difference: Governance Ledger

Most providers just hand you an Operating Agreement and call it a day. A serious service goes further: it documents every business decision as a formal corporate resolution, with cryptographic stamping and an immutable record. Why does it matter? Because if the Spanish tax authority asks «who decides in your LLC?», you don't show them a WhatsApp — you show a governance record with verifiable Transaction IDs. That's real substance. That's what defends you.

💭
Honest reflection: Setting up an LLC is easy. Keeping it alive, compliant, and shielded from two tax authorities for years is another story. The question isn't "how much does it cost to create an LLC?" but "what happens on day 366?". The reality is your protection accumulates: more Governance Ledger entries, more accounting history, more proof of substance. A 2-year ecosystem is much more solid during an inspection than a 3-month one. Choose someone who's still there when things get complicated.

⚔ ️ Opening an LLC on your own vs. with an agency: Honest comparison

The internet tells you it's "three clicks". The reality is navigating international tax without a compass isn't an adventure, it's negligence.

The Regulatory Minefield. Laws change while you sleep. Going solo means playing Russian roulette with:
  • DAC8 (Europe): Do you know how it affects your Wise accounts? The tax authority is already looking there.
  • FBAR 114: If you have money outside the U.S. and don't notify FinCEN, the fine starts at $10k.
  • BEA (BE-13 / BE-10): Direct foreign investment in the U.S. — mandatory informational report with fines for non-compliance. We handle it.
💸
Seems expensive to pay $3,600? More expensive is paying taxes you don't owe because you don't know the system's "hacks".
The Sales Tax Example:

If you spend $2,000/month on advertising (Ads) and don't apply our «Sales Tax Bypass», you're giving up an extra 8% ($160/month).

In a year, you've thrown $1,920 in the trash.

Conclusion: Hiring Devil Club pays for itself with the savings from this one hack alone.

Never Go in Blind Again

You've seen what actually happens behind the curtain: changing rules, tricks no one tells you and money slipping away without you noticing.

With Devil Club you don't just set up your LLC: you master the game, reduce risks, and save thousands every year.

Get Onboarded Now →

«The real edge isn't paying less. It's always playing with inside information.»

🏛 LLC + Sociedad Limitada (SL): Can they be combined?

Yes, it can be done. But it's not our niche and we rarely recommend it. The LLC + Spanish SL combination makes sense only when you have a business with two distinct legs: one digital/international (LLC) and one physical/local (SL).

✅ Valid example

Digital agency (LLC invoices international clients) + physical location in Spain (SL for store/office with employees).

❌ Invalid example

Use the LLC to "invoice" your own SL for fictional services and reduce the taxable base in Spain.

The golden rule: Arm's Length. If the LLC and SL have the same owner, the Spanish tax authority requires transactions between them to be at market price (arm's length principle). This means if your LLC invoices "consulting services" to your SL, the price must be what you'd charge an independent third party. If the tax authority detects artificial pricing to shift profits, they'll adjust and sanction you. It's not a game.

This combo requires personalized tax advice. If your case fits, we analyze it in the free consultation, but it isn't a standard Devil Club service.

™ Protect your brand: Intellectual property with LLC

Your LLC protects your personal assets, but who protects your brand? If you have a business name, logo, domain, or course with a specific name, you need to register your trademark. The LLC alone does not protect you from someone registering your trademark before you.

🇺🇸 Trademark USA (USPTO)

Cost: ~$250-350 USD per class (official fee) + $500-1,000 lawyer

Timeline: 8-12 months until approval

Protection: Entire U.S. Essential if you sell to the U.S. market.

🇪🇺 Marca UE (EUIPO)

Cost: ~€850 for the first class (official fee)

Timeline: 4-6 months if there's no opposition

Protection: All 27 EU countries with a single registration.

💡
Who registers the trademark? You can register the trademark in the name of your LLC (recommended if you want to separate IP from the individual) or your personal name. If you register it in the name of the LLC, the trademark is a company asset — which makes it even harder for someone to take it from you. This is not a service we offer directly, but we can guide you towards IP-specialized lawyers.

🛡 Insurance for your LLC: Do you need it?

The limited liability of your LLC protects your personal assets, but there are situations where business insurance adds an extra layer of protection:

  • General Liability Insurance — Covers third-party claims (unsatisfied customers, damages). From ~$30/month for small digital businesses.
  • Errors & Omissions (E&O) — If you're a consultant or freelancer and a client sues you for a "professional error". Recommended if you handle high-value projects.
  • Cyber Liability — If you handle customer data (SaaS, e-commerce). Covers security breaches and leaks.
💡
Is it mandatory? No. No federal or state law requires insurance for a digital services LLC. But if you bill $50K+ per year, sign important contracts, or work with US corporate clients (which sometimes require it), it's worth considering. The cost of basic insurance is a fraction of what a lawsuit would cost. Platforms like Next Insurance or Hiscox give you an online quote in minutes.

🚪 Closing your LLC: Complete dissolution process

Sometimes it's smart to know when to close. You change your tax residency and the structure no longer serves you. Your business pivots. Or you simply stop operating. Whatever the reason, closing an LLC is an orderly process — not complicated, but it must be done right.

When does it make sense to close?

  • You no longer operate — If you've gone over a year without invoicing and don't plan to again.
  • Change of tax residency — You move to a country where another structure is more efficient.
  • Change of business model — You now need a C-Corp, an LLC or a different structure.
  • Costs > benefits — If you keep the LLC open just to pay the Registered Agent and Tax Filing fees without generating income.
💡
Alternative: Dormant LLC. If you don't want to close permanently but also not operate, you can keep the LLC "dormant": inactive but complying with annual Tax Filing (5472 + 1120 at zero). It's cheaper than closing and reopening later.

🗓 Proceso de cierre paso a paso

1
Final Tax Filing — File final Forms 5472 and 1120 with the IRS for the last fiscal period. No Form 966 (that's for Corporations, not LLCs).
2
State dissolution — File Articles of Dissolution with the state of registration (Wyoming, New Mexico, etc.). Each state has its own form and fee.
3
Close bank account — You close your Mercury/Relay account. Withdraw the remaining balance to your personal account. That final distribution is reported as income on your tax return for the year.
4
Cancel Registered Agent — Once the LLC is dissolved, you no longer need a Registered Agent. It's canceled automatically.
5
Report remaining benefits — On your Spanish tax return for the year of closure, report any remaining LLC benefits as distributed income.
😈 Devil Club se encarga por $300

We handle Final Tax Filing and state dissolution for $300 USD. You just need to close the bank account and report remaining benefits on your tax return. No headaches.

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Practical Cases: Your Profile, Your Structure

Theory is fine, but you want to see how this works in real life. Here are five real profiles — with numbers, structures, and concrete outcomes. No fluff, no smoke. Find the one closest to your situation and see what changes when you stop improvising and start executing with structure.

*Names are fictional. Numbers are rough estimates based on real cases. Always check with your tax advisor.

💻
Carlos — Freelance Web Developer
32 yrs old · Barcelona · Invoices US/EU clients via Upwork + direct · Full-stack React/Node

❌ BEFORE — Self-employed in Spain

  • RETA: ~€300/mo (minimum) = €3,600/yr
  • IRPF: ~37% marginal rate on net profits
  • VAT: Quarterly management + intra-EU invoicing
  • Upwork issue: Paid in EUR, loses on FX, double fees
  • Estimated total tax burden: ~42-45%
  • Take-home: ~€33.000 limpios

✅ AFTER — LLC + optimized self-employed status

  • Structure: LLC in New Mexico → Mercury USD account → bills clients directly
  • IRS: $0 in the U.S. (Single-Member LLC, disregarded entity, Forms 5472 + 1120)
  • Spain (RAR): Reports LLC profits on IRPF, but optimizes deductible expenses (software, equipment, coworking, professional travel)
  • RETA: Still pays, but justifies minimum base with real LLC expenses
  • Key advantage: Paid in USD with no friction, Upwork pays directly to Mercury, no double FX fees
  • Estimated tax burden: ~28-32%
  • Take-home: ~€41.000 limpios
🔄 Carlos's monthly workflow
Client pays Mercury (USD) Pay LLC expenses Wise → EUR Spanish personal account
💡 Key insight

The LLC doesn't exempt you from IRPF in Spain, but it gives you access to the U.S. financial system (frictionless USD billing, Stripe US, PayPal US), more room to deduct real professional expenses, and professional credibility with international clients. Carlos saves ~€8,000/yr and has doubled his direct clients now that he invoices from a U.S. company.

Plan Manager LLC + Registered Agent + EIN + Mercury + Annual Tax Filing — requires Manager (ES resident)
📈
Ana — Active Trader + Crypto Investor
41 yrs old · Madrid · Trading U.S. stocks + DeFi/crypto · Capital gains ~$40K/yr

❌ BEFORE — Everything in her personal name

  • Capital gains: 19-26% under IRPF (savings tax bracket)
  • Crypto: Each swap/trade is a taxable event, tracking nightmare
  • Form 720: Requirement to declare crypto assets >€50K held abroad
  • Risk: Personal assets exposed — if something goes wrong, she's liable for everything
  • Real taxation: ~23% on gains (weighted average)

✅ AFTER — LLC as investment vehicle

  • Structure: LLC in New Mexico → Mercury → Interactive Brokers (account in the LLC's name)
  • Asset segregation: Investment assets belong to the LLC, not Ana. Real protection
  • Crypto: The LLC trades on U.S. exchanges (Coinbase Institutional, Kraken Pro) with its own EIN
  • Taxation (RAR): Ana keeps reporting her LLC income on her IRPF, but with better tracking and deductible expenses (software, data feeds, training)
  • Form 720: Declares the LLC as the holder, not each individual position
  • Real taxation: ~19-21% effective + asset protection
💡 Key insight

For Ana, the LLC isn't about direct tax savings (she still pays tax in Spain) but asset protection and access to U.S. markets. If a deal goes south, creditors can't touch her home or personal savings. Plus, she operates with U.S. institutional brokers that don't accept foreign individuals but do accept LLCs with an EIN.

Plan Manager LLC + EIN + Mercury + Tax Filing — requires Manager (ES resident) — crypto advisory included
🛒
Pablo — E-commerce & Amazon FBA
28 yrs old · Valencia · Shopify + Amazon FBA selling into the U.S. market · 3 active stores

❌ BEFORE — Spanish SL selling into the U.S.

  • Amazon FBA: Rejects sellers from Spanish SL without real U.S. presence
  • Stripe/PayPal: European accounts, FX conversion fees on every USD sale
  • Corporate Tax + IRPF: Double tax layer — 25% Corporate Tax + dividends
  • Sales Tax: Doesn't know how to handle it, risk of fines from U.S. states
  • Total burden: ~38-42% + brutal operational friction

✅ AFTER — Native LLC in the U.S. market

  • Amazon FBA: Native U.S. seller account with EIN — full access, no restrictions
  • Stripe US: Domestic fees (2.9% vs 4.4% international), gets paid directly in USD
  • No PE: Amazon FBA does NOT create a Permanent Establishment — the warehouse is Amazon's, not yours
  • Sales Tax: Amazon collects automatically as a «Marketplace Facilitator» in most states
  • Deductible expenses: Inventory, FBA fees, ads (PPC), software, samples, photography
  • Total burden: ~25-30% + smooth operations
🔄 Pablo's workflow
Supplier (China) Amazon FBA (US) Customer buys Mercury (USD) Wise → EUR
💡 Key insight

Amazon FBA is the perfect use case for an LLC. It doesn't create a PE because the warehouse is Amazon's, not yours. Plus, with an LLC you get domestic Stripe US (you save ~1.5% on transaction fees — on $90K in revenue, that's ~$1,350/yr in fees alone). Pablo saves more than €10,000/yr between tax optimization and reduced operational friction.

Plan Manager LLC + EIN + Mercury + Stripe US + Tax Filing — Manager included — Sales Tax advisory
🎬
Laura — YouTuber + Online Course Creator
35 yrs old · Malaga · YouTube channel 180K subs + online academy with 3 courses · Mixed income AdSense + sales

❌ BEFORE — Self-employed invoicing everything

  • AdSense: Google pays her personal account in EUR, default 24% withholding (no W-8BEN)
  • Courses: Sells via Hotmart/Teachable; platform handles VAT but charges a 10-20% fee
  • RETA: ~€350/mo based on her real declared income
  • IRPF: ~37% marginal rate — barely any real deductible expenses
  • Take-home: ~€30.000 limpios de €50.000

✅ AFTER — LLC + MoR + Automated income

  • AdSense: Connected to the LLC with W-8BEN-E → 0% withholding (US-ES tax treaty) → paid directly to Mercury
  • Courses: Sells via Lemon Squeezy (MoR) — they are the legal seller and handle VAT/Sales Tax for every country. Commission: 5% + 50¢
  • RETA: Argues that income is automated (AdSense = passive, recorded courses = passive) — justifiable minimum base
  • Deductible expenses: Video gear, microphones, lighting, editing software, hosting, domain, freelancers (editors, designers)
  • Estimated tax burden: ~25-28%
  • Take-home: ~€37.000 limpios
🔄 Laura's income structure
📹 YouTube AdSense
~$25K/yr → W-8BEN-E → 0% U.S. withholding → Mercury
🎓 Online Courses
~$30K/yr → Lemon Squeezy (MoR) → they invoice the customer → Mercury
💡 Key insight

The LLC + Merchant of Record combo (e.g., Lemon Squeezy) is lethal for creators. The MoR is legally the seller, so you don't have to manage VAT, Sales Tax, or invoicing to end consumers in any country. Plus, if your income is genuinely automated (videos already published, courses already recorded), you can argue to Social Security that there's no habitual, personal economic activity, reducing or eliminating the RETA obligation. Laura saves ~€7,000/yr.

Plan Manager LLC + EIN + Mercury + Tax Filing — Manager included — RETA defense with automated structure
👔
Miguel — Management Consultant & Executive Coach
45 yrs old · Tax resident in Andorra · Corporate clients in US/LATAM/EU · Strategic consulting + high-ticket coaching

❌ BEFORE — Invoicing as an Andorran self-employed

  • Andorra CIT: 10% maximum — already low, but he invoices everything as an individual
  • U.S. issue: U.S. clients withhold 30% (without entity W-8BEN-E)
  • Credibility: Invoicing from «Andorra» creates friction with U.S. corporations that prefer domestic vendors
  • Banking: Andorran banks charge high fees on international USD transfers
  • Real burden: 10% Andorra + friction + U.S. withholding = ~18-22% effective

✅ AFTER — LLC + Andorran residency

  • Structure: LLC New Mexico → Mercury → bills U.S. corporations as an American company
  • IRS: $0 in the U.S. (SMLLC disregarded, no ECI = no federal tax)
  • Andorra: Reports LLC income → taxed at 10% maximum (Andorran IRPF)
  • No Manager: Since he's not a Spanish resident, he doesn't need a Manager. The Basic Plan is enough
  • Credibility: Invoices from «Devil Club LLC, NM, USA» — zero friction with U.S. clients
  • Total tax burden: ~10% net — no friction, no withholding
🔄 Miguel's workflow
U.S. client pays Mercury (USD) Pay LLC expenses Wise → EUR Andorran bank
🛈 Miguel declares income in Andorra at fiscal year-end. Since there's no specific Andorra-US DTT, the key is that the LLC has no ECI (Effectively Connected Income) — and remote consulting isn't.
💡 Key insight

Andorra + LLC is the cleanest combo that exists. 10% maximum in Andorra, 0% in the U.S., no RETA, no intra-EU VAT, no Form 720. The best part: since he doesn't reside in Spain, Miguel doesn't need the Manager Plan. The Basic Plan gives him everything he needs. On $120K in revenue, Miguel keeps ~$108,000 net. No drama.

Plan Basico LLC + Registered Agent + EIN + Mercury + Annual Tax Filing — no Manager (not a Spain resident)
🇵🇾
Diego — International Business Consultant
38 yrs old · Asuncion, Paraguay · Strategic consulting for LATAM/US companies · Invoices from personal RUC

❌ BEFORE — Personal RUC in Paraguay

  • IRP: 10% on net income
  • VAT: 10% on local invoices
  • Issue: Paid in guaraníes, loses on FX, U.S. clients distrust Paraguayan invoices
  • Estimated total tax burden: ~10% + operational friction
  • Take-home: ~$38,000 net (after FX + fees)

✅ AFTER — LLC + optimized RUC

  • Structure: LLC in New Mexico → Mercury in USD → bills as a U.S. company
  • IRS: $0 in the U.S. (SMLLC disregarded, no ECI)
  • Paraguay: Territorial regime — foreign-source income (LLC) is taxed at 0%
  • Local IRP: Only if you distribute to a Paraguayan personal account — maximum 10% on what's distributed
  • Advantage: Paid in USD, U.S. clients see an American company, zero friction. No RETA, no Form 720, no CFC
  • Take-home: ~$43,000 net
🔄 Diego's monthly workflow
Client pays Mercury (USD) Operates from LLC Wise → PYG/USD Paraguayan personal account
💡 Key insight

Paraguay uses a territorial regime: income generated outside the country is taxed at 0%. Diego invoices U.S. and LATAM clients from his LLC — that income never touches Paraguay's tax regime. He only pays IRP (10%) on what he actually distributes to his personal account in Paraguay. No CFC rules, no Modelo 720, no self-employed contributions. Diego saves ~$5,000/yr and gains credibility by invoicing as a U.S. company.

Plan Basico LLC + Registered Agent + EIN + Mercury + Annual Tax Filing — no Manager (not a resident of Spain)
🚀
Lucia — B2B SaaS Founder
29 yrs old · Ciudad del Este, Paraguay · Management SaaS for e-commerce · Clients in US, Mexico, Colombia

❌ BEFORE — Personal Paraguayan company

  • Stripe: Not available in Paraguay — uses alternative gateways with +4% fees
  • Collections: US/LATAM clients don't trust invoices to Paraguay. Loses deals due to friction
  • Taxes: IRACIS 10% + VAT 10% on local services
  • Take-home: ~$62,000 net (after fees + taxes)

✅ AFTER — LLC straight to 0%

  • Structure: LLC in New Mexico → domestic Stripe US → Mercury in USD
  • IRS: $0 in the U.S. (SMLLC disregarded, no ECI — everything is software, no physical nexus)
  • Paraguay: Territorial — foreign-source income = 0% taxes
  • Stripe US: Domestic fees (2.9% vs 4.4% international) — saves ~$1,200/yr on fees alone
  • Take-home: ~$76,000 net
🔄 Lucia's monthly workflow
SaaS subscriptions Stripe US Mercury (USD) Pays infra + devs Wise → Paraguayan account
💡 Key insight

A SaaS run from Paraguay with a U.S. LLC is the perfect use case. There's no permanent establishment (software runs on U.S. servers), Paraguay doesn't tax foreign income, and with domestic Stripe US you cut fees by 35%. With the dedicated Manager Plan, the DNIT sees a company with real substance (not an extension of the owner), reinforcing the asset separation required for the 0%. Lucia goes from losing deals while invoicing from Paraguay to closing U.S. clients as a U.S. company. She saves ~$14,000/yr between taxes and fees.

Plan Manager LLC + Registered Agent + EIN + Mercury + Manager + Tax Filing — DNIT requires separation of company and owner for 0%
📊 Summary — Estimated savings by profile
Profile Before After Savings/yr Plan
💻 Carlos (Dev) ~42% ~30% ~€8,000 BUNKER
📈 Ana (Trader) ~23% ~20% Protection BUNKER
🛒 Pablo (FBA) ~40% ~27% ~€10,000+ BUNKER
🎬 Laura (Creator) ~40% ~26% ~€7,000 BUNKER
👔 Miguel (Consultant) ~20% ~10% ~€12,000 BASIC
🇵🇾 Diego (PY Consultant) ~10% ~0-3% ~$5,000 BASIC
🚀 Lucia (SaaS PY) ~22% ~5% ~$14,000 BUNKER

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❓ Frequently Asked Questions about U.S. LLCs

The questions everyone asks before taking the leap. Straight answers.

📖 LLC and International Tax Glossary

The terms you need to master. No academic jargon, no beating around the bush.

Estructura LLC
LLC (Limited Liability Company) USA
U.S. Limited Liability Company. Offers limited asset protection and management flexibility, making it a versatile structure for digital and service businesses. Wikipedia
Entidad Disregarded Single-Member IRS
LLC with a single member, treated as a pass-through entity for tax purposes in the U.S., whose profits are directly attributed to the owner. IRS guide
Pass-through (Entidad transparente) USA
A type of tax entity that doesn't pay corporate-level taxes. Instead, it passes its profits or losses directly to its owner.
EIN (Employer Identification Number) IRS
Tax number issued by the IRS required to operate your LLC, open bank accounts, and file tax returns.
Operating Agreement (OA) USA
A fundamental internal document of an LLC that establishes its operating rules, management, and member rights. It's essential for internal organization and legal security.
Registered Agent USA
A person or company in the U.S. responsible for receiving legal and government notifications on behalf of the LLC. Having one is mandatory to form and maintain an active LLC.
Manager USA
A person or entity designated to formally administer the LLC in its jurisdiction of constitution, managing governance and compliance.
Holding USA
An entity that owns stakes in other companies (e.g., an LLC that owns other LLCs). Used to structure businesses hierarchically, optimize taxation, and separate risks.
Beneficiario Final (UBO – Ultimate Beneficial Owner) USA
An individual who directly or indirectly owns or controls an entity, either through ownership or significant influence.
Business Address USA
A physical U.S. address that serves as the administrative seat of the LLC. It's different from the tax domicile or owner's residence.
Profit distribution USA
Transfer of earnings from an entity to its owners. Its formalization and taxation vary by jurisdiction's laws.
Jurisdiction General
A place or territory under whose laws a company is incorporated, regulated, and taxed.
Estrategia de usufructo General
A legal model where the use and enjoyment of an asset (like real estate or a vehicle) is leased to a person, while the legal title remains with another entity. Its tax treatment depends on each jurisdiction's laws.
Fiscalidad
Double Taxation Agreement (DTA) ESP/USA
A treaty between countries to prevent taxpayers from paying taxes twice on the same income.
ETBUS Critical
Engaged in Trade or Business in the United States. Economic activity in the U.S. sufficient to generate specific tax obligations there, such as filing form 1120-F.
IRPF (Personal Income Tax) Spain
Spanish personal tax on income earned by individuals who are tax residents in Spain.
CRS (Common Reporting Standard) OCDE
International system for automatic exchange of financial information between participating jurisdictions for tax purposes.
DAC2 UE
Requires EU banks (including Wise) to report your account and balance information to your country of residence (implementation of the CRS).
DAC7 UE
Requires digital platforms (Stripe, Airbnb, etc.) to report seller and user income to the Spanish tax authority.
DAC8 2026+
Will extend automatic information exchange to transactions with crypto-assets and electronic money (e-money).
DGT (General Directorate of Taxes) Spain
Spanish agency that issues binding consultations on interpretation of tax regulations.
ECI (Effectively Connected Income) IRS
These are earnings the IRS considers you've made due to having an operational physical presence (like offices or employees) within the U.S. If you manage your business 100% remotely from another country, your income isn't ECI and therefore isn't taxed there.
FDAP (Fixed, Determinable, Annual, or Periodical) IRS
These are passive income from U.S. sources, such as stock dividends, royalties, or rents. Unlike your sales (ECI), the IRS taxes you on this (usually withholding 30% automatically unless your country has a treaty with the U.S. via the W8-BEN) even if you don't live or have offices in the U.S.
IRS (Internal Revenue Service) USA
The U.S. tax agency responsible for managing federal taxes and enforcing tax laws. irs.gov
Attribution of Income Regime (AIR) Spain
Spanish tax regime that directly attributes the profits of a transparent entity to its members' personal income tax.
Self-Employed Contribution Spain
Fixed monthly amount that self-employed workers must pay in Spain to contribute to Social Security, regardless of their income.
FinCEN (Financial Crimes Enforcement Network) USA
An agency within the U.S. Department of the Treasury that oversees financial crimes. It administers the FBAR (report of financial accounts outside the U.S.) and regulates the use of entities to prevent money laundering. fincen.gov
Establecimiento Permanente (EP) Critical
Sufficient physical presence (offices, employees, warehouses, machinery) that generates tax obligations in a specific country.
Beneficio Neto General
Total income minus deductible expenses; base for calculating tax in pass-through or corporate regimes.
Gastos deducibles General
Costs directly related to the business activity that reduce the taxable base and, therefore, tax payments.
Renta Mundial Spain
Tax system where you are taxed in your country of residence on all your income, regardless of where it is generated (like in Spain).
Renta Territorial General
Tax regime where you are only taxed on income generated within the country (e.g., Panama, Paraguay).
Tax Residency Critical
Country where a person or company has a legal obligation to be taxed, usually based on criteria such as days of stay, domicile, or effective address.
Effective residence or effective address Critical
The place from where key company decisions are made. In Spain, if the effective address is in Spanish territory, the tax authority may consider the company a tax resident here.
Non-Dom (Non-Domiciled Regime) General
Special tax regime applied in certain jurisdictions, which grants particular tax treatment to income generated outside the country or not remitted to it, according to specific legislation.
IVA Europeo (OSS – One-Stop Shop) UE
Simplified system for declaring and paying VAT on online sales within the EU to end customers.
Forms and Obligations
Formulario 5472 Critical
Mandatory information form in the U.S. for single-member foreign LLCs or those with foreign related parties.
Formulario 1120 IRS
U.S. corporate tax return that accompanies the 5472 in non-resident LLCs.
Formulario 1120-F IRS
Corporate tax return for foreign companies considered ETBUS.
FBAR 114 FinCEN
If at any point during the year you held more than $10,000 in a non-U.S. bank account, you must file this report. More info →
Modelo 720 Spain
€ Informative declaration about foreign assets, relevant if your LLC's bank account balance exceeds €50,000 or if you own other foreign assets.
Modelo 184 Spain
Annual informative declaration in Spain for entities with attributed income. Notifies the Spanish tax authority of distributed income, expenses, and profits to members. Filing this requires your LLC to have a Spanish tax ID (Letter N), officially putting you on the tax authority's radar.
Modelo 100 Spain
Annual IRPF tax return in Spain, including income attributed from the LLC (in section E).
BEA (Bureau of Economic Analysis) USA
U.S. agency that requires informational reports (like BE-13 or BE-10) if there's direct foreign investment in the U.S. Non-compliance can result in fines. More info →
SS-4 IRS
Official form to request an EIN from the IRS.
W-8BEN Critical
This form certifies you're a foreign person (not a U.S. tax resident) and the actual owner of the income. Signing it is crucial to avoid automatic 30% withholding and to claim tax reductions if your country has a tax treaty with the U.S.
Operations
Merchant of Record (MoR) General
A service that manages international sales on behalf of the seller, handling collections, invoicing, and tax payments such as VAT.
📚 Useful Resources and Links

Tax and accounting tools

European VAT management strategies

  • Paddle – Merchant of Record for B2C sales and simplified VAT management
  • Lemon Squeezy – Alternative for VAT management in Europe
  • Hotmart – Platform for selling and distributing digital products with affiliate network

Recursos oficiales de otras jurisdicciones / fiscalidad internacional

Extra: European legislation and directives

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