Form a Texas LLC from Uruguay: Complete 2026 Guide

Why do Uruguayan founders look at Texas? Mostly because the state-level side is predictable. The filing fee is $300 ($300 online), the ongoing requirement is $0 franchise tax for LLCs with revenue below the no-tax-due threshold ($2.65 million for the 2026-27 report years), but a Public Information Report (PIR) must still be filed every year by May 15 regardless of revenue — a full franchise tax return is only required above the threshold, and the state applies no personal or corporate state income tax. Texas requires a public information report but does not always require individual member names to be listed depending on management structure. Keep in mind that the state says nothing about how Uruguay taxes you; that depends on Uruguay law and is covered further down this page. What Texas offers is a large home market and a clear no-tax-due threshold.

The case for Texas: you expect meaningful revenue and want a state with no personal or corporate income tax and a straightforward no-tax-due threshold, and you don't mind a higher upfront filing fee. The case against is simply that another state may suit your priorities better, and changing states after formation means closing the LLC and starting a new one.

Three things to do straight after formation. First, the paperwork: an Operating Agreement, and a note of the EIN letter's location (if it is lost, ask the IRS for Form 147C). Second, the money side: bank account, then Stripe or PayPal subject to their review. Third, the calendar: your Texas annual obligation ($0 franchise tax below the $2.65 million no-tax-due threshold, plus a Public Information Report every May 15 regardless of revenue) and the federal Form 5472 and pro forma 1120. Federal Beneficial Ownership Information reporting is not something you need to do: FinCEN's rule in force since August 14, 2026 permanently exempts all US-formed LLCs.

The IRS international EIN line (267-941-1099) answers from 6 a.m. to 11 p.m. Eastern. Uruguay stays on UTC-3 all year. While the US is on daylight time that window is 7 a.m. to midnight Uruguayan time; in US standard time it is 8 a.m. to 1 a.m. Daytime calls are comfortable in both periods. Expect about 45-60 minutes on the line.

For a Uruguay-based owner the order of operations is: registered agent first (you need their Texas address for the filing), then the Articles of Organization, then the EIN, then the bank account. The EIN application is Form SS-4; leave the SSN field as "Foreign" or "N/A". Calling the IRS international line (267-941-1099) is the fast route at about 45-60 minutes; faxing or mailing the form takes 4-6 weeks. Once you hold the EIN letter, bank and payment applications can begin.

The shift is from a system that largely left foreign-source income alone to one that now reaches foreign income earned through non-resident entities, at 12%, when it falls outside the exemption regime. Law 20.446 and Resolution 1.517/2026 are the texts to ask your adviser about, and the tax-holiday threshold of roughly USD 2 million is the figure that separates smaller structures from larger ones. Guidance written before 2026 should not be relied on without checking.

A Uruguayan founder expecting meaningful US revenue may prefer Texas, with its $2.65 million no-tax-due threshold. Note the May 15 Public Information Report applies even when no franchise tax is owed.

Over five years, the state-level cost of a Texas LLC is a $300 filing fee and nothing recurring, so $300 in total, before the registered agent. That makes Texas the second cheapest of the five states on this measure. The same arithmetic across the five states runs from $50 to $2,110. For a Uruguayan owner, the bigger variable is not this US state cost but whether the 2026 reform's 12% rate reaches your income.

Budgeting for a Texas LLC from Uruguay? The one-time state fee is $300 ($300 online). Every LLC then needs a registered agent (typically $100-150 a year); the EIN itself costs nothing when you apply to the IRS directly; and Mercury or Relay accounts are usually free. The yearly state-side item is $0 franchise tax for LLCs with revenue below the no-tax-due threshold ($2.65 million for the 2026-27 report years), but a Public Information Report (PIR) must still be filed every year by May 15 regardless of revenue — a full franchise tax return is only required above the threshold. Bundled, EasyBrise Global Launch costs $295 for year one with a registered agent included and $149 a year to renew.

Uruguay is not on Mercury's prohibited-countries list, which is based on country of residence, and not on Relay's list, which looks at the citizenship and residency of owners. Each bank still decides on its own review, so approval is not guaranteed. Neither bank's published rules restrict international wires involving Uruguay. Because the 2026 reform makes the source and classification of income a live question, keep clean records of which client paid what into which account.

As a Uruguayan owner, your recurring dates look like this. State: the Texas Public Information Report is due every May 15, even when no franchise tax is owed. Federal: Form 5472 with the pro forma Form 1120 is due on the return due date, April 15 for a calendar-year LLC, extendable with Form 7004. For the one-off EIN call, the IRS line (6 a.m. to 11 p.m. Eastern) is open 7 a.m. to midnight Uruguayan time in US daylight time (8 a.m. to 1 a.m. in US standard time). Put the state date and the federal date in your calendar when the EIN arrives, because a missed Form 5472 carries a $25,000 minimum penalty.

Under the 2026 reform (Law 20.446, with Resolution 1.517/2026), foreign income earned through non-resident entities that falls outside the exemption regime is taxed at 12%. The tax-holiday threshold in the regime was raised to roughly USD 2 million. In plain terms, a small LLC may sit inside the exemption or the holiday while a larger one does not, and the answer depends on the entity's income and your residency position. Because the rules are new, ask a Uruguayan adviser for a current opinion rather than relying on earlier guidance. On the US side the LLC files Form 5472 and a pro forma Form 1120 every year, with a $25,000 minimum penalty for a missed or incomplete filing.

Uruguay and the United States do not have a comprehensive income tax treaty in force. Without a treaty article to rely on, double-tax relief depends on Uruguay's domestic rules and on how the US tax result is documented. Keep copies of the LLC's federal filings and proof of any US tax paid, since a Uruguayan accountant will need them to show what was already taxed.