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According to my knowledge, a wholly foreign-owned Wyoming LLC is only a disregarded entity for tax purposes if it is single-member.

I came across a member-managed LLC that has one owner (person A) and one member (person B). Is the owner of such a construct always also automatically a member (as opposed to the manager)?

In other words: Can member-managed Wyoming LLCs be a Single Natural Owner Disregarded Entity in principle?

Both owner and member are non-US citizens,.

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In an LLC, a member and an owner mean the same thing. For the LLC you referred to, each of A and B are both members and owners.

There are two ways of managing an LLC (that apply for a single member and multiple members):

  1. Member managed -- The members jointly manage the LLC. This is the most common scenario for small LLCs, and probably applies by default unless you have explicitly drafted an operating agreement that says your LLC will be manager-managed.

  2. Manager managed -- The members select a manager to run the LLC. The manager could be a member or a person who is not a member (likely an employee).

Regardless of which way you have set up your LLC, you can be taxed as a disregarded entity. In fact, you will be taxed as a disregarded entity unless you have filed a document with the IRS asking to be taxed as a corporation.

I'm not familiar with any differences for non-US citizens, but I suspect it doesn't change anything.

  • So that means the owner is a member in all cases, but the manager is not in case of 2. But that doesn't matter anyways since both options qualify the entity to be disregarded. Many thanks – sudonym Jun 23 '18 at 16:14

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