US LLC for founders in Nigeria

Why do founders in Nigeria form a US LLC?

• Payments. A US LLC with a US bank account can use US payment processors and receive US client payments directly.
• Marketplaces and investors. US platforms and investors are used to dealing with US entities.

How do you set one up from Nigeria?

1. Check the home-country position first

   How Nigeria will tax the LLC and its profit.

2. Choose the state and form the LLC

   Online, through a registered agent.

3. Get the EIN

   Without an SSN or ITIN, by fax, mail or phone.

4. Open a US account

   With a bank or provider that onboards non-resident owners.

5. Keep books and a transfer log

   For Form 5472 and your Nigeria return.

See how to open a US LLC from outside the US and the best state for a non-resident LLC.

What does the US require?

A single-member LLC owned by a resident of Nigeria is disregarded for US income tax. If it has no US office, employees or dependent agents, it usually has no income effectively connected with a US business and owes no US income tax. It must still file Form 5472 with a pro forma Form 1120 each year it has transactions with you, by fax or mail; the penalty for each missing form is $25,000. See Form 5472 and yearly filings for a foreign-owned LLC.

There is no income tax treaty in force between the US and Nigeria, so no treaty can reduce US tax or withholding. Without effectively connected income, the domestic rules usually mean no US income tax. See tax treaties and your US LLC.

How does Nigeria tax it?

From January 1, 2026, the Nigeria Tax Act 2025 replaced the Personal Income Tax Act, the Companies Income Tax Act and other laws. Nigerian residents are taxed on worldwide income, whether or not it is brought into Nigeria, and the Nigeria Revenue Service has replaced the Federal Inland Revenue Service. Points to settle with a Nigerian adviser:

• Whether the LLC's profit is taxed as your own business income or as income of a foreign company.
• How credit for any foreign tax applies, since there is no treaty with the US.
• Registration and filing obligations under the Nigeria Tax Administration Act 2025.

Can managing it from Nigeria make it a Nigerian company?

Yes. Under the Nigeria Tax Act 2025, a company incorporated abroad that is effectively managed or controlled from Nigeria is treated as a Nigerian company and taxed on its worldwide income. A US LLC run entirely by its owner from Lagos or Abuja could fall within that rule.

How should money move?

Move profit from the LLC's US account to Nigeria through banking channels and keep every record, because Nigerian foreign exchange rules, your bank and the tax authority may all ask about the source of funds. Check the Central Bank of Nigeria's current rules before funding the LLC from Nigeria. See taking money out of a US LLC.

Which records serve both countries?

Monthly bank and platform statements for the LLC, a log of every transfer between you and the LLC with dates and amounts, invoices to customers, and evidence of where decisions are made. The same records support Form 5472 in the US and your Nigerian return, and answer your bank's questions about the source of funds.

What are the common mistakes?

• Assuming income kept in the US is outside Nigerian tax after January 2026.
• Running the LLC from Nigeria without considering the management and control rule.
• Skipping Form 5472 because there was no US tax.

The general position for every country is in US LLC and tax in your home country.

This guide is general information. It is not tax or legal advice for your situation.