My business partner and I have registered a LLC in Wyoming. We are a software startup and have not yet made any income. Neither of us is …

Answer by Wray Rives:

A partnership is a pass-through entity, meaning all the profits and/or losses will flow through to you the individual owners.  You do have to file a Form 1065 for the LLC if you are choosing to be a partnership.  Individual owners do not need an ITIN to file a 1065; however, assuming you and your partner are both actively involved in operating the business, you may still be subject to US tax and be required to file a 1040NR.  Filing a 1040NR would require you to obtain an ITIN.  The problem is your earnings from the partnership is income that is effectively connected to a US business.

Another option is to have the LLC taxed as a C-Corporation, which is not a pass-through type of entity, but taxes all the profits at the business level.  The downside to you is that to get funds out of the business, you have to pay yourself either wages, independent contractor fees or dividends.  There are pros and cons to all those types of payments, and is probably beyond what I could discuss here as it really depends on your unique situation, but there can be some tax saving opportunities as a non-US resident owner of a business.

Even though you do not have any earnings, I would not say it is premature to hire an accountant, as decisions you make now can have long lasting impact on your future earnings and taxes from the business.

Unfortunately as a multi-member LLC, there is no way for you to not file a tax return.  The only LLC that is not required to file a US federal tax return every year is one that is a single member disregarded entity with less than $400 of profits.  Every other tax form of an LLC-partnership, S-corp or C-corp is required to file a tax return.

My business partner and I have registered a LLC in Wyoming. We are a software startup and have not yet made any income. Neither of us is …