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
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.
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.
There is no single answer: the right choice depends on where the business is actually operated (the US concept of nexus).
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.
🆕 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 not need to be disclosed. As this is an interim rule pending finalisation, verify the current status before each operation.
Opening a company is not enough to relocate: operating and directing the business on US soil requires an entry title. Below are the most relevant options for an Italian citizen.
The E-2 allows a citizen of a country with a treaty of commerce and navigation with the US — Italy is one of them — to live and work in the United States to develop and direct a business in which they have invested a "substantial" amount.
📌 Key figure. Italy is among the ~80 countries with an E-2 treaty; Italian nationals are granted validity up to 5 years with multiple entries.
For those who already own an Italian company operating for at least 1 year and want to transfer to the US a manager/executive (L-1A) or a specialised-knowledge employee (L-1B) at a US affiliate. It allows dual intent and opens the path to a green card via the EB-1C category for multinational managers.
For investors with substantial capital: USD 800,000 in a Targeted Employment Area (TEA) or USD 1,050,000 elsewhere, with the creation of at least 10 full-time US jobs. Unlike the E-2, it leads directly to a green card.
Visa — Investment — Green card — Best for
E-2 — ~100k–300k USD (proportional) — No (renewable) — Founder starting or buying a business
L-1 — — (Italian entity ≥1 year) — Yes, via EB-1C — Groups transferring managers
EB-5 — 800k / 1.05M USD — Yes, direct — Investors with substantial capital
ESTA — — — No — Short travel, no work
The US tax system is federal + state + local. Understanding the three levels avoids unpleasant surprises.
Federal level. C-Corp at 21% flat. Pass-through entities (LLC, partnerships, sole proprietorships) do not pay corporate tax: profits are taxed at the owner level, with US personal rates from 10% to 37%, with the 20% QBI deduction on qualified business income, made permanent by the July 2025 reform.
Highlights of the 2025 tax reform (One Big Beautiful Bill Act, effective July 4, 2025):
State level. State corporate tax ranges from 0% to ~11.5%. Several states (Florida, Texas, Wyoming, Nevada, Washington) also do not levy a state income tax on individuals.
Sales tax. There is no federal VAT: sales tax is state and local and varies dramatically. Important: the Italy-USA Tax Treaty does not cover sales tax or state-level income taxes.
Payroll taxes (FICA). Approximately 7.65% employer-side (Social Security + Medicare), matched by an equivalent employee-side share.
📌 Key figure. US tax structure 2026: 21% federal on C-Corps · 10-37% personal on pass-through (with 20% QBI deduction) · 0-11.5% state corporate tax · no federal VAT, but state/local sales tax.
A non-resident can freely buy US real estate, residential or commercial. The tax knots relate to rental activity and — especially — to sale.
On sale: the FIRPTA withholding. When a "foreign person" sells a US real property interest, FIRPTA (Foreign Investment in Real Property Tax Act, 1980) requires the buyer to withhold a portion of the gross sale price and remit it to the IRS:
Critical points:
Capital gains and depreciation. A non-resident's net capital gain is normally taxed at 15-20%; if the property was rented, depreciation recapture also applies (typically 25%) on the depreciation deductions previously taken.
Do not forget: annual property tax (county/municipal) and, for high-value estates, the US estate tax on US-situs assets, which hits non-residents with much lower exemption thresholds than US residents — a topic to plan for well in advance (often via corporate structures).
⚠️ Note for Italian S.r.l. owners. An Italian S.r.l. remains a foreign entity for FIRPTA purposes unless specific elections are made: documentation proving "non-foreign" status is strict. Structure and acquisition vehicle must be decided before closing.
Those who work between the two countries do not lose their contributions: Italy and the US have a Social Security Agreement signed on May 23, 1973, and in force since November 1, 1978. It coordinates INPS and the US Social Security Administration (SSA) and serves two purposes:
1) Avoid double contribution. The principle of territoriality applies (contributions are paid where the work is performed), but for temporary secondments the worker can remain covered by the origin system through a certificate of coverage (form IT/USA/4), avoiding double payment. Coverage does not require citizenship.
2) Totalize insurance periods for pension eligibility. Insurance periods accrued in the two countries are summed for pension entitlement. Minimum thresholds for international totalization: at least 52 weeks in Italy and at least 78 weeks in the US. The two pensions remain separate (INPS pays the Italian pro rata share, SSA the US one). For a stand-alone US pension you generally need 40 credits (~10 years) of contribution.
Pension application: form IT/USA/1; for US residents, the application is filed with the SSA, which transmits it to the INPS "polo" in Palermo, the office specialised in this convention.
📌 Key figure. Italy-USA social security agreement in force since 1978. Totalization thresholds: 52 weeks (Italy), 78 weeks (US). Citizenship is not required.
This is the instrument that prevents paying income tax twice on the same earnings. The version currently in force was signed in Washington on August 25, 1999, and has been in force since December 16, 2009, with general effect from January 1, 2010 (from February 1, 2010 for withholding taxes); it replaced the previous 1984 treaty.
In summary:
📌 Key figure. Thanks to the Italy-USA Tax Treaty, dividends from a US subsidiary to the Italian parent drop from 30% to 5% (qualifying participation) or 15%.
This pillar page is the hub for the following in-depth articles and services on the Italy-USA business/tax axis:
[LAST VERIFIED: 2026]
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.
USA Business & Tax Guide for Italians (2026): LLC, Visas, Real Estate & Tax Treaty is handled from our Florida practice for Italian clients living in the United States and in Italy: office in St. Petersburg (Pinellas County, Tampa Bay), assistance across Florida — including Miami and South Florida — and remotely throughout Italy.
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Massimo Leonardi is admitted to practice law in Italy and is not admitted to practice law in Florida or elsewhere in the United States. He is qualified in Italy as Dottore Commercialista and Revisore Legale and is not a U.S. Certified Public Accountant. IIILEX International Consulting LLC provides cross-border consulting and Italian legal and tax advisory services. Matters requiring advice on U.S. or Florida law are handled in coordination with appropriately licensed U.S. professionals.