The operational pillar guide for Italian entrepreneurs, investors and private clients entering the US market: LLC vs C-Corp, E-2/L-1/EB-5 visas, FIRPTA on real estate, 2026 taxation after the One Big Beautiful Bill Act, Italy-USA social security and the double tax treaty.
Published: 2026-07-11 · Last verified: 2026-07-11 · 22 min
Key takeaways - An Italian citizen can own 100% of a US LLC or Corporation without residing in the US and without a green card — but running the business on the ground requires a visa. - The E-2 Treaty Investor visa is the most used route for Italians: no statutory minimum investment, up to 5-year validity for Italian nationals, unlimited renewals, spousal work authorization. - Federal corporate tax on C-Corps is 21% (flat), made permanent by the July 2025 One Big Beautiful Bill Act. Pass-through entities (LLC, S-Corp) are taxed at owner level (10-37%) with the 20% QBI deduction now permanent. - FIRPTA withholds up to 15% of the gross sale price when a foreign person sells US real estate — it is a prepayment, not the final tax; a Form 8288-B certificate can reduce it in advance. - The Italy-USA Tax Treaty (in force since 2010) eliminates most double taxation and cuts withholdings on dividends to 5% / 15%; the Italy-USA Social Security Agreement (in force since 1978) allows totalization of INPS + SSA periods for pension entitlement. - BOI reporting update: since March 26, 2025, US-formed entities are exempt from the Corporate Transparency Act's beneficial-ownership reporting; the obligation now only applies to foreign entities registering to do business in a US state. In brief — the direct answer An Italian citizen can establish a US business without moving to the US: the LLC or Corporation is created under state law and does not require residency, a green card or physical presence. To actually live and operate the business on US soil, a visa is required — the most common route for Italians is the E-2 Treaty Investor visa, available because Italy is a treaty country. Federal corporate tax on C-Corps is 21% flat; pass-through entities are taxed in the hands of their owners with US personal rates from 10% to 37%. The Italy-USA double tax treaty (in force since 2010) and the Italy-USA social security agreement (in force since 1978) coordinate the two tax and pension systems. Expanding into the United States is one of the most common goals of Italian entrepreneurs and investors, but the US system operates on very different logic from the Italian one: fiscal federalism, separation between corporate law (state) and immigration (federal), and a network of bilateral treaties that protects those who operate on both sides of the Atlantic. Below is the operating framework, updated to the 2025-2026 changes. Incorporating a US company: LLC, C-Corp or S-Corp? Yes, an Italian citizen can own 100% of a US company without residing in the US and without a green card. Incorporation is a matter of state law, independent of the visa system: opening a company does not by itself give the right to live or work in the US. The three most relevant forms for an Italian are: LLC (Limited Liability Company). The most-used form for foreign entrepreneurs because of its flexibility and limited liability. For federal tax purposes it is "transparent" (pass-through): profits are not taxed at entity level but attributed to the members. A single-member LLC owned by a non-resident is treated as a disregarded entity and triggers specific IRS reporting (Form 5472 — see below). C-Corporation. An autonomous legal entity, taxed at 21% federal on profits; dividends distributed to shareholders are then taxed again (economic double taxation). This is the typical structure when an Italian company opens a 100%-owned US subsidiary, or when the founder is seeking venture capital. S-Corporation. A favorable pass-through regime but not available to non-residents: shareholders must be US-resident individuals or US citizens. Typically not an option for those residing in Italy. 📌 Key figure. Federal corporate income tax on C-Corps: 21% flat, made permanent by the tax reform of July 2025 (One Big Beautiful Bill Act). State corporate taxes add from 0% to ~11.5% depending on the state. Which state to incorporate in? There is no single answer: the right choice depends on where the business is actually operated (the US concept of nexus). - Delaware — the standard for founders targeting investors or an exit: well-developed corporate law, specialised court (Court of Chancery). - Wyoming — low costs, no state corporate income tax, strong privacy protection. - Florida / Texas — no state income tax on individuals, favorable business ecosystem, operational proximity (often the choice of those actually working on the ground). Warning: if you physically operate in another state (warehouse, employees, office), you will still have to register and pay taxes in that state. Incorporating in Delaware does not eliminate obligations where you actually generate income. Practical set-up steps 1. EIN (Employer Identification Number) — the company's US tax ID, issued by the IRS; required for bank accounts, employees and returns. 2. ITIN (Individual Taxpayer Identification Number) — personal tax ID for non-residents without a Social Security Number; useful for returns and for some banks. 3. Registered Agent — a physical address / agent in the state of incorporation (mandatory). 4. US bank account — often the most complex step for non-residents; must be planned together with the corporate structure. 5. Form 5472 + pro-forma 1120 — a single-member LLC owned by a non-resident (or any foreign-controlled US entity) must report its transactions with the owner and related parties to the IRS. This is often overlooked, and the penalties for omission are severe (starting at USD 25,000 per year). 🆕 2025 update — BOI (beneficial ownership) reporting. Since March 26, 2025, following the FinCEN interim final rule, companies formed in the United States (including LLCs, even if foreign-owned) are exempt from the beneficial-ownership reporting requirement under the Corporate Transparency Act. The obligation remains only for entities formed abroad that register to do business in a US state (for example, an Italian S.r.l. opening a branch), and even then US-person beneficial owners do…
Yes. Owning a US LLC or Corporation is a matter of state law and does not require residency, a green card or physical presence. However, opening the company does not grant the right to live or work in the US: for that, a visa is required — typically the E-2 Treaty Investor visa.
For most cases it is the E-2 Treaty Investor visa: Italy is a treaty country, validity reaches 5 years, it is renewable without limits and the spouse can work. It does not lead directly to a green card, however — for that, look at EB-5, EB-1C or EB-2 NIW.
There is no statutory minimum: what counts is proportionality to the cost of the business. In practice many approved cases sit between USD 100,000 and 300,000, but lower amounts can suffice for low-cost start-up activities.
A C-Corporation pays 21% federal (flat), plus any state tax (0-11.5%). LLCs and other pass-through entities do not pay at entity level: profits are taxed at the owner level (10-37%), with the 20% QBI deduction on qualified income (now permanent after the July 2025 tax reform).
It is a withholding the buyer applies to the gross sale price when the seller is a foreign person: 15% generally, or 10% / 0% for certain residential sales below specific thresholds. It is not the final tax but a prepayment: any excess is recovered on the US tax return, or reduced in advance with Form 8288-B.
Generally no. The Italy-USA Tax Treaty (in force since 2010) prevents income double taxation through the foreign tax credit method and reduces withholdings on dividends, interest and royalties. To claim treaty benefits, you need the US residency certificate (Form 6166/8802).
No. The Italy-USA Social Security Agreement (in force since 1978) allows totalization of insurance periods for pension purposes and avoids double contribution for secondments through the certificate of coverage. The two pensions (INPS and Social Security) remain separate and are paid pro rata.
Since March 26, 2025, entities formed in the US are exempt from BOI reporting under the Corporate Transparency Act. The obligation remains only for foreign entities registering to do business in a US state (e.g. an Italian S.r.l. branch), and even then US-person beneficial owners do not have to be disclosed. It is an interim rule to be verified.
It depends on where you actually operate. Delaware is the standard when you target investors; Wyoming is chosen for low cost and privacy; Florida and Texas for the absence of state personal income tax and operational proximity. If you physically operate in another state, you will still have to register and pay tax there.
Yes, with no ownership restrictions. The topics to manage are rental taxation, annual property tax, the FIRPTA withholding on resale, and — for large estates — the US estate tax on US-situs assets.
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IIILEX International Consulting LLC is the Florida-based practice of Avv. Dott. Massimo Leonardi — Italian Attorney (Avvocato), Certified Public Accountant (Dottore Commercialista) and Statutory Auditor (Revisore Legale) with 30+ years of Italian practice. We work exclusively on cross-border matters between Italy and the United States.
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