One owner makes an LLC invisible to the IRS. Two make it a partnership, with its own return, its own deadline and its own forms for foreign partners. None of that is hard, but it is different, and founders who add a co-founder in the first year without realising often file the wrong forms the next spring.
The default classification
A US LLC with two or more members is taxed as a partnership unless it elects on Form 8832 to be taxed as a corporation. A partnership pays no income tax itself. It reports its income and allocates it to the partners, who each report their share. For foreign partners, when the partnership has no US trade or business, that share usually isn't taxed by the US.
What's filed
A partnership with no income and no deductions in a year doesn't have to file Form 1065. Many accountants file one anyway when the partners are abroad, because the K-1s are the record of each partner's position.
Withholding, when it applies
If the partnership has income effectively connected with a US trade or business, it has to withhold US tax on each foreign partner's share at the highest applicable rate, pay it during the year, and report it on Forms 8804 and 8805. If it has none, which is normal for a service business run from abroad, there's nothing to withhold. The trade or business guide explains the test.
What changes for the owners
- The operating agreement matters more. It fixes the ownership split the K-1s follow, who manages, and what happens when one of you leaves. Standard and Premium record the split so the agreement and the return match.
- Each partner gets a K-1, and may need it for their own country's return.
- The company gives US clients a W-9, not a W-8, because a US partnership counts as a US person for that purpose.
- A partner joining or leaving changes the allocation from that date, so tell your accountant when it happens rather than at year end.
Electing to be taxed as a corporation
A multi-member LLC can elect on Form 8832 to be taxed as a C-Corporation. It then files Form 1120, pays corporate tax on its profit, and withholds on dividends to its foreign members. Few small service companies want that, and the ones that do should decide with an adviser.