Wyoming LLC held by a Seychelles IBC: the two layer structure for Cyprus Non-Doms, built properly

General information, not legal or tax advice. Your result depends on your specific facts; ENCC connects you with licensed advisers who confirm it in writing. The figures below are illustrative and are not a promise of tax savings.

Every offshore conversation in Cyprus eventually reaches the same idea. A US LLC has the best payment rails in the world but an uncertain classification in Cyprus. A Seychelles IBC is clearly a company and pays a clean dividend to a Non-Dom, but cannot open a Stripe account. So why not put the LLC under the IBC? The LLC collects the money in America, the IBC owns the LLC, and the founder in Limassol receives a dividend from an opaque company.

The logic is sound, and for the right business the combination works. It is also the most demanding structure in this series: two jurisdictions, two sets of filings, an unresolved question in Seychelles, and all the management and permanent establishment risks of a single offshore company, doubled. This guide explains how the layers fit together, what each country sees, the open questions you must close before building, the German angle, the step-by-step setup, what you pay for, five cases with numbers, the common mistakes and a long FAQ.

Part 1. How the two layers fit together

Layer 1: Wyoming LLC

• Role: operating and payments entity; contracts with customers, Stripe US, Mercury, Amazon US

• Owner: the Seychelles IBC, as sole member

• US view: a single member LLC with a foreign corporate owner, generally a disregarded entity

Layer 2: Seychelles IBC

• Role: holding and governance; receives the LLC's profit and declares dividends

• Owner: you, personally

• Seychelles view: a company under territorial taxation

You, in Cyprus

• Role: shareholder of the IBC and, usually, service provider to the group

• Cyprus view: recipient of dividends from an opaque foreign company, plus fees for your work

Part 2. What the United States sees

For the IRS, a single member LLC owned by a foreign corporation is generally a disregarded entity. With no US trade or business, it pays no US federal income tax. It must still file Form 5472 with a pro forma Form 1120 each year, reporting transactions with its foreign owner, under a USD 25,000 penalty per form per year for failure. Further filings can arise depending on the facts, so have a US accountant review the setup rather than assuming the single member individual checklist applies unchanged.

Beneficial ownership reporting to FinCEN no longer applies to companies created in the US after the 2026 final rule. Wyoming charges a filing fee at formation and an annual report license tax due on the first day of the anniversary month. Sales tax obligations can arise in states where you sell to consumers above economic nexus thresholds.

Official state fees, checked on 14 October 2026

State fees only, as of 14 Oct 2026; agent and provider costs not included.

These are the fees each state itself charges, taken from the official state websites on 14 October 2026. They do not include registered agent, formation service or adviser fees, which vary by provider. States revise their schedules; check the linked page before you file.

Wyoming (Secretary of State, schedule effective 1 July 2026)

• Articles of Organization: USD 100

• Annual report license tax: USD 60 or 0.0002 of the company's assets located and employed in Wyoming, whichever is greater; due on the first day of the anniversary month

• Certificate of good standing: free online via wyobiz.wyo.gov

• Source: sos.wyo.gov/Business/Docs/BusinessFees.pdf

Delaware (Division of Corporations)

• Certificate of Formation (domestic LLC): USD 110

• Annual tax: USD 400 flat, due on or before 1 June for the prior year; no annual report for LLCs

• Late payment: penalty of USD 200 plus 1.5% interest per month on tax and penalty

• Sources: corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf and corp.delaware.gov/alt-entitytaxinstructions/

New Mexico (Secretary of State)

• Articles of Organization: USD 50, filed online only through enterprise.sos.nm.gov

• Annual: no annual report and no recurring state fee for a domestic LLC; a registered agent must be maintained

• Source: NMSA 1978 § 53-19-63 (fee schedule of the LLC Act) and sos.nm.gov/business-services/

Florida (Division of Corporations, for comparison)

• New LLC: USD 125 (filing fee USD 100 plus registered agent designation USD 25)

• Annual report: USD 138.75; USD 538.75 if received after 1 May

• Source: dos.fl.gov/sunbiz/forms/fees/llc-fees/

Part 3. What Seychelles sees, and the open question

Since 2021 Seychelles taxes on a territorial basis: Seychelles source income at 15% or 25%, foreign source income in principle exempt. The IBC's income here is foreign source, flowing up from a US LLC. The open question is Schedule 11: the rules that apply to members of a multinational group, where foreign source income is exempt only if substance conditions are met. The IBC's tax position is territorial taxation for foreign source income where it is not a covered member of a multinational group, which in this two layer setup must be confirmed by Seychelles counsel.

Why the doubt? Owning a foreign entity, even a disregarded one, may make the IBC part of a group with a foreign establishment. Get a Seychelles counsel letter on exactly this question, with your actual structure chart, before you build. If the answer is unfavourable, the IBC may need substance in Seychelles or the structure may not make sense.

Seychelles left Annex II of the EU list in February 2026 and is on neither annex as of 9 October 2026. It participates in CRS.

Part 4. What Cyprus sees

In Cyprus you receive a dividend from an opaque foreign company (the IBC is a company, so the LLC classification question does not reach you directly): 0% SDC on dividends and interest for Non-Dom, no income tax on the dividend, and 2.65% GESY up to the EUR 180,000 cap. That is the whole point of the second layer.

But Cyprus still asks the three questions that apply to every foreign company:

Where is the IBC managed?

If you run the IBC, and through it the LLC, from Limassol, the IBC is Cyprus tax resident and pays 15% corporate tax since 1 January 2026. The IBC needs real directors outside Cyprus who take the group's key decisions.

Where is the LLC managed?

The same test can be applied to the LLC. If Cyprus treats it as transparent, its profit is the IBC's profit, and the IBC's management decides everything. If the LLC is managed day to day by you from Cyprus, expect the argument that the whole group is run from Cyprus.

Is there a permanent establishment in Cyprus?

An online business can have one. If you habitually negotiate and conclude the LLC's contracts from Cyprus, the attributable profit is taxed in Cyprus at 15%. Automated online terms, signing authority abroad and a services agreement under which you are paid for your work reduce the risk.

CFC

The Cyprus CFC rules apply to Cyprus resident companies, not individuals. Owning the IBC personally keeps them out, provided the IBC is not itself Cyprus resident.

Part 5. If you are leaving Germany

Do not build this structure while you are still fully taxable in Germany: §§ 7 to 14 AStG see through both layers, attributing passive income of the low taxed IBC and LLC to you, and a group managed from Germany is a German taxpayer under § 10 AO.

German nationals who were unlimited taxable in Germany for at least 5 of the last 10 years, move to a country with low taxation (a preferential regime such as Cyprus Non-Dom can count) and keep essential economic interests in Germany can face § 2 AStG extended limited tax liability in the year of departure and the following 10 years. Essential economic interests include German source income above 30% of total income or above EUR 62,000, German assets above 30% or above EUR 154,000, or a German business or a § 17 EStG holding. The rule does not bite in a year where the affected income stays at or below EUR 16,500. Map these tests with a Steuerberater before the move. Check § 6 AStG exit tax on holdings of 1% or more.

§ 5 AStG extends § 2 to income routed through interposed companies, two layers included. More in Germany to Cyprus, step by step.

Part 6. Who the combination fits

Fits

• Profile: substantial US revenue through Stripe, Amazon or US clients; a business with people outside Cyprus; a real director abroad willing to govern a group

• Example: a SaaS company with a CTO in Lisbon and a COO in Dubai, founder in Limassol focusing on product under a services agreement

Does not fit

• Profile: a solo founder who does everything from Limassol

• Why: two layers do not change where the business is run; a Cyprus Ltd owning a US LLC gives the same payment rails with far less risk

Probably unnecessary

• Profile: no meaningful US revenue

• Why: a standalone IBC or a Cyprus Ltd is simpler

Part 7. Step by step

1. Residence first. Cyprus tax residence, Non-Dom, previous residence closed.

2. Fact sheet and structure chart. Who contracts with whom, who decides, where people sit, how money flows.

3. Three opinions. Cyprus (management, permanent establishment, dividend treatment), Seychelles (Schedule 11 group question), US (filing obligations of an LLC with a foreign corporate owner).

4. IBC first. Incorporate through a licensed Seychelles agent, appoint real directors outside Cyprus, adopt a board charter.

5. LLC second. File Wyoming Articles with the IBC as sole member; operating agreement naming managers appointed by the IBC's board.

6. EIN for the LLC with Form SS-4.

7. Banking. US fintech and Stripe for the LLC; an EMI or bank for the IBC. Disclose the full ownership chain and your Cyprus residence.

8. Intercompany flows. Document how the LLC's profit moves to the IBC; dividends from the IBC only by resolution.

9. Your services agreement with the IBC or LLC, at arm's length, declared in Cyprus.

10. Annual cycle. Form 5472, Wyoming annual report, Seychelles annual return, board meetings abroad, accounts, your Cyprus return. Review at each EU list update.

What you pay for

One-off cost components

• Two formations: Seychelles agent and registration, Wyoming filing and agent

• Documents: IBC constitution, LLC operating agreement, apostilled sets

• Advice: three opinions (Cyprus, Seychelles, US)

Annual cost components

• Seychelles: licence fee, agent, annual return

• Wyoming: annual report license tax, registered agent

• US compliance: Form 5472 and pro forma 1120, any further filings

• Governance: the IBC's real directors, the largest recurring item

• Accounting: consolidated bookkeeping across both entities

• Cyprus: your return and annual review

Part 8. Five cases with numbers

Fictional people, simplified numbers: one Cyprus Non-Dom, no other income, full distribution. Taxes, not service prices. Not offers, not promises of savings.

Sofia, 41, SaaS founder, formerly Lisbon

• Business: B2B software, 70% US customers, EUR 150,000 profit, automated online sales

• Structure: Wyoming LLC under a Seychelles IBC with a professional director in Seychelles approving budget and major contracts quarterly

• Her role: product work under a services agreement, EUR 40,000 a year, declared in Cyprus

• Tax: progressive tax on EUR 40,000; dividend of EUR 110,000 with 0% SDC for Non-Dom and about EUR 2,915 GESY

• Lesson: works because sales are automated, governance is real and her own work is taxed honestly

Ben, 30, solo Amazon seller, formerly Leeds

• Business: private label products on Amazon US, EUR 90,000 profit, everything managed by him in Limassol

• Problem: the IBC would be managed from Cyprus; two layers of cost for nothing

• Right choice: US LLC under a Cyprus Ltd

• Lesson: the second layer only helps if the IBC can be genuinely foreign

Katrin, 44, German agency owner, formerly Berlin

• Problem: set up both layers a year before moving, while resident in Berlin

• Consequence: German CFC exposure on both layers and management in Germany for that year

• Right path: Steuerberater review and correction, then rebuild governance after the move

• Lesson: sequence matters more than structure

Omar, 38, marketplace founder, formerly Amman

• Business: US marketplace with a team of 12 in four countries, EUR 400,000 profit

• Structure: Wyoming LLC under an IBC with three directors in Dubai, Singapore and Mauritius

• Tax: dividend of EUR 300,000 with 0% SDC for Non-Dom; GESY capped at 2.65% of EUR 180,000, about EUR 4,770; his own salary taxed in Cyprus

• Lesson: at this scale and with this team, the structure reflects reality

Ana, 37, SaaS founder, formerly Porto

• Business: EUR 180,000 profit, 60% US customers, solo founder with two contractors

• Choice: Delaware LLC under a Cyprus Ltd instead of the IBC

• Tax: EUR 27,000 corporate tax, dividend with 0% SDC for Non-Dom and about EUR 4,050 GESY

• Lesson: she chose predictability over the lowest possible number

Part 9. EUR 100,000 of profit, three ways (illustrative)

LLC under IBC, genuinely managed abroad, no Cyprus permanent establishment

• Tax: about EUR 2,650 GESY on the dividend; 0% SDC for Non-Dom; tax on your own fees

• On top: two compliance regimes and the real directors

LLC under IBC, managed from Cyprus in reality

• Tax: EUR 15,000 Cyprus corporate tax, GESY, interest and penalties

• On top: the cost of two layers that bought nothing

LLC under a Cyprus Ltd

• Tax: EUR 15,000 corporate tax, about EUR 2,250 GESY; around EUR 17,250

• On top: Cyprus bookkeeping and audit plus Form 5472

Assumptions: one Non-Dom, full distribution, no other income, no German claim remaining. Not an offer and not a promise of savings.

Part 9b. The documents for two layers

A two layer structure doubles the paperwork, and every gap between the layers is a question a bank or a tax inspector will ask. Build the file for both entities at the same time.

Seychelles IBC (the owner)

• Formation: memorandum and articles, register of directors and shareholders, beneficial ownership filing through the registered agent

• Governance: board resolutions approving the acquisition of the LLC, appointment of the IBC as sole member, distribution policy

• Every year: accounting records kept at the registered office, annual return, Business Tax return where required, substance documentation

Wyoming LLC (the operator)

• Formation: articles of organization, operating agreement naming the IBC as sole member and stating who manages, EIN obtained with the IBC as owner

• US compliance: Form 5472 with a pro forma Form 1120 every year for reportable transactions with the foreign owner, Wyoming annual report, registered agent in Wyoming

• State taxes: a record of sales by US state to monitor economic nexus for sales tax

Linking documents

• Ownership chain: a chart showing you, the IBC and the LLC, with certified registers for each step

• Intercompany flows: written resolutions for every distribution from the LLC to the IBC, and from the IBC to you

• Your role: a contract defining what you do, for whom, and how you are paid in Cyprus

Part 9c. Banking and payments in a two layer structure

The LLC is usually the easier entity to bank. US fintech banks and EMIs open accounts for LLCs with foreign owners, but the moment the owner is a Seychelles IBC rather than an individual, many of them stop. Their onboarding asks for every beneficial owner through the chain, certified documents for the IBC, and an explanation of why the IBC exists. Some refuse corporate owners from certain jurisdictions as a matter of policy.

What tends to work

• LLC account: a provider that accepts corporate members, approached with a full ownership chart and the IBC documents already apostilled

• Payment processors: they look at the LLC, but also at who controls it and where that person lives; disclose Cyprus residence honestly

• IBC account: an EMI or bank outside the US that understands holding companies; often the hardest account in the structure

What tends to fail

• Hiding a layer: listing yourself as owner of the LLC at the bank while the operating agreement names the IBC. That is an inconsistency, and inconsistencies close accounts

• Using the LLC account for the IBC: mixing funds erases the separation you created

Part 9d. Form 5472 in practice

A single member LLC owned by a foreign corporation is a disregarded entity for US income tax, but it is treated as a corporation for the purposes of reporting under section 6038A. That means a pro forma Form 1120 with Form 5472 attached every year in which there are reportable transactions with the foreign owner or related parties. Capital contributions, loans, distributions and payments for services between the LLC and the IBC are all reportable. The penalty for failing to file, or filing incompletely, is USD 25,000 per form, per year.

Practical points: keep a ledger of every transfer between the LLC and the IBC, with dates and purpose; agree with your preparer before year end who files and when; and keep the filing confirmation in your audit file. Cyprus inspectors increasingly ask for US filings when they see a US entity in a CRS report.

Part 9e. Substance and the audit file

In this combination, the substance question sits mostly at the Seychelles level, because the LLC is transparent in the US and its profit flows to the IBC. If the IBC is managed and controlled from Cyprus, it is Cyprus resident and owes 15% on its profit, which includes the LLC's profit. If you, personally, run the LLC's business from Limassol, a Cyprus permanent establishment can arise regardless of who owns the LLC.

What the audit file should show

• IBC board: directors outside Cyprus with real authority, minutes of real decisions, meetings held where the directors are

• Your work: a contract and remuneration taxed in Cyprus for the work you do from Cyprus

• LLC operations: who signs contracts, who approves spending, where the servers and staff are

• Distributions: each payment to you documented as a dividend, with GESY declared and 0% SDC on dividends and interest for Non-Dom

If your honest answer to "who decides?" is "me, from Limassol", the file cannot be built, and a Cyprus Ltd or a single US LLC with Cyprus tax paid is the cleaner route.

Part 9f. How a Cyprus enquiry unfolds

The trigger is usually CRS: the IBC's bank, or the LLC's provider if it reports, shows you as controlling person. The Tax Department sees two foreign entities and asks for both sets of accounts, the US filings, the board minutes of the IBC and an explanation of your income. The weak point is almost always the IBC board. When the minutes are templates signed by a nominee who knows nothing about the business, the Department concludes that management sits with you in Cyprus. The IBC then becomes Cyprus resident retroactively, owing 15% for the open years, with interest and penalties, and the dividends you received may be reassessed.

Part 9g. Germany in more depth

Classification of each layer

Germany classifies each foreign entity separately under the resemblance test of the Federal Ministry of Finance letter of 19 March 2004. A Seychelles IBC is a corporation. A Wyoming LLC can be a partnership or a corporation depending on its operating agreement. If the LLC is transparent for Germany, its income is attributed straight to the IBC.

Before departure

While you are German resident, the IBC is a controlled foreign company with income taxed below 15%. Under §§ 7 to 14 AStG, passive income is attributed to you. Services income that does not meet the active income conditions of § 8 AStG, and trading involving related parties, can be passive. In addition, management from Germany makes the IBC German resident under § 10 AO. Two layers do not shield anything from Germany.

At and after departure

§ 6 AStG taxes the latent gain on holdings of at least 1% if you were fully German resident for 7 of the last 12 years, and the IBC shares are such a holding. For German nationals with essential economic interests in Germany, § 2 AStG reaches German source income for up to 10 years, and § 5 AStG reaches through interposed companies, including this combination.

Part 9h. Three more cases

Sophie, 36, SaaS founder, formerly Munich

• Business: a subscription product sold mostly to US companies

• Plan: Wyoming LLC under a Seychelles IBC

• Problem: she is the only decision maker and lives in Limassol; the IBC director is a nominee

• Consequence: the IBC is likely Cyprus resident; the second layer adds cost and Form 5472 risk without changing the result

• Right choice: a Cyprus Ltd owning the LLC, or the LLC alone with Cyprus tax planned

• Lesson: the combination only works with a real board

Radu, 41, marketplace operator, formerly Iași

• Business: a marketplace with a team of eight in three countries and two co-investors

• Structure: the IBC is owned by three shareholders and has a board of two experienced directors in Dubai and Mahé plus one investor representative

• Result: board decisions are genuinely taken outside Cyprus; Radu is paid a salary in Cyprus for his work and receives dividends with 0% SDC for Non-Dom

• Lesson: real multi party governance is what makes the combination defensible

Hanna, 52, investor, formerly Hamburg

• Assets: a stake in a German GmbH and a US real estate LLC

• Temptation: moving both into the IBC

• Problem: § 6 AStG on the GmbH shares at departure; US real estate has its own US tax rules regardless of the owner; German source income keeps § 2 AStG relevant

• Right choice: exit planning in Germany first, US real estate analysed separately, no IBC

• Lesson: restructuring assets into an offshore layer is itself a taxable event in many cases

Part 9i. Decision checklist

Do you need the US layer?

• Yes if: US customers, US payment processors or US platforms require a US entity

• No if: your customers do not care where you are incorporated

Do you need the Seychelles layer?

• Yes if: there are several owners or a real board outside Cyprus

• No if: you are the only person deciding

Can you keep both compliant?

• Yes if: you have a US preparer, a Seychelles agent and a Cyprus adviser who talk to each other

• No if: you plan to "do the filings yourself when there is time"

Part 9j. Unwinding the structure

Collapse the top layer

• How: the IBC transfers the LLC interest to you or to a Cyprus Ltd, then is liquidated

• Watch: a final Form 5472 for the transfer year; the transfer may be a distribution in kind for Cyprus purposes

Redomicile the IBC to Cyprus

• How: continuation of the IBC as a Cyprus company, where the Registrar accepts it

• Result: Cyprus resident holding of the LLC, 15% corporate tax, Cyprus audit

Close the LLC

• How: articles of dissolution in Wyoming, final US filings, closing of US accounts and sales tax registrations

• Watch: do not leave a US entity with open state registrations behind

Part 9k. US state taxes: the layer people forget

Wyoming has no state corporate income tax, and that fact is often misread as "no US tax". Since the Supreme Court's Wayfair decision in 2018, US states can require remote sellers to collect sales tax once they pass economic nexus thresholds in that state, measured by sales or number of transactions. A Wyoming LLC selling physical goods or taxable digital products to customers in Texas, California or New York can owe registration and collection in those states, no matter where it is incorporated and no matter that its owner is a Seychelles IBC.

Marketplaces often collect sales tax on behalf of sellers, which simplifies matters, but not for sales through your own shop. Track sales per state from the first month, and decide with a US adviser when to register. Nexus can also arise through inventory stored in a state, for example in a fulfilment warehouse. None of this is affected by the Cyprus or Seychelles layer.

Part 9l. Your first year, quarter by quarter

Quarter 1: design and formation

• Work: Cyprus tax opinion, German exit review if relevant, choice of IBC directors, formation of the IBC, then the LLC with the IBC as member, EIN

• Output: a complete ownership chain with apostilled documents

Quarter 2: banking

• Work: LLC account and processors, IBC account, first board meeting of the IBC outside Cyprus approving the business plan

• Output: working accounts at both levels, no mixing of funds

Quarters 3 and 4: operation

• Work: quarterly IBC board meetings, LLC bookkeeping, state sales tax monitoring, your remuneration in Cyprus

• Output: an audit file that tells one consistent story

After year end

• Work: Form 5472 and pro forma 1120, Wyoming annual report, IBC accounts and Seychelles filings, distribution resolutions, your Cyprus return with dividend and GESY

• Output: three jurisdictions in agreement

Part 9m. Questions for your three advisers

• US preparer: which transactions with the IBC are reportable this year, who files Form 5472, and do we have sales tax nexus anywhere?

• Seychelles agent: what is the IBC's tax position on income from the LLC, what substance documentation do you keep, and who are the directors you propose?

• Cyprus adviser: is the IBC at risk of Cyprus residence on our facts, how should my work in Cyprus be paid, and how are distributions declared?

Put the three in one email thread at least once a year. Most failures in two layer structures come from advisers who each see one layer and assume someone else handles the rest.

Part 10. Mistakes we see most often

1. Skipping the Seychelles group letter.

2. You as director of both layers. The group is run from Cyprus.

3. Forgetting Form 5472 because "the IBC owns it now".

4. No documented intercompany flows.

5. No services agreement for your own work.

6. Building it while still German resident.

7. Using it for a solo business.

8. Assuming invisibility. FATCA and CRS report both layers.

9. Ignoring US sales tax.

10. Not checking the EU list twice a year.

Part 11. Frequently asked questions

Related guides

• Offshore structures for Cyprus residents: which and when

• US LLC for Cyprus residents

• Seychelles IBC and Cyprus Non-Dom

• Germany to Cyprus, step by step

The ENCC view

The Wyoming LLC under a Seychelles IBC is an elegant answer to a real problem: American payment rails plus a clean dividend. It is also the structure where the gap between paperwork and reality is most expensive, because there are two sets of paperwork. Build it when your business genuinely has people and governance outside Cyprus. Otherwise, a US LLC under a Cyprus Ltd gives you the same payment rails with far less exposure. ENCC prepares your structure chart and connects you with US, Seychelles and Cyprus advisers who confirm it in writing.