There is no EU LLC: what founders outside the EU form instead
EU law has no limited liability company of its own. Founders form a national company instead, such as a Latvian SIA, an Estonian OÜ or a German GmbH. The proposed EU Inc cannot be registered as of 6 November 2026.
The EU Inc is a proposal, not a form you can register
Proposal COM(2026) 321 of 18 March 2026 would create the EU Inc, an optional company form set by a regulation that applies directly in every member state (Commission proposal). The Council adopted its negotiating mandate on 23 October 2026 (Legislative Train). The Parliament file still read "Awaiting committee decision", with no committee or plenary vote listed (Legislative Observatory).
What the proposal asks of a founder outside the EU
No minimum capital, and fast-track registration within 48 hours for EUR 100 at most. In return, the registered office, and the central administration or principal place of business, must be in the EU, and the board needs at least one EU-resident director (Articles 9, 16, 42 and 62). A founder living outside the EU could not be the sole director as proposed, and the negotiation can still change this (COM(2026) 321).
The European equivalents of an LLC
| Form | Minimum capital | Profit tax | Source |
|---|---|---|---|
| Latvian SIA | EUR 2,800, or less for a reduced-capital SIA owned by up to five natural persons who all sit on the board | 0% on retained profit, 20% on distributions | Commercial Law, VID |
| Estonian OÜ | None; shares paid in full before registration | 0% on retained profit, 22/78 on distributions in 2025 and 2026 | Commercial Code, EMTA |
| German GmbH | EUR 25,000, or a UG below that | Not covered by our sources | GmbHG |
| Irish company | Not covered by our sources | 12.5% on trading income, 25% on non-trading income | Revenue |
| Societas Europaea (SE) | EUR 120,000, formed by companies from different EU countries | Not covered by our sources | Your Europe |
The SE starts from existing companies, so a solo founder picks a national form. Latvia's 0% has limits: deemed distributions, such as expenses unrelated to the business or loans to related parties, are taxed at 20% (Corporate Income Tax Law). Compare an Estonian OÜ with a Latvian SIA or Irish and Latvian company tax.
A US LLC and a Latvian SIA for a founder outside the EU
| Topic | US LLC, one foreign owner | Latvian SIA | Sources |
|---|---|---|---|
| Yearly filings | Form 5472 with a pro forma 1120, even with no income, on paper or by fax, by 15 April for a calendar year; USD 25,000 penalty per missing form | Documents booked by an accountant within 20 days after each month; annual report within 5 months of year end for a small company, then published | IRS, Accounting Law, Annual Reports Law |
| Profit tax | No income tax return of its own; the foreign owner is taxed in the US only on US-source income and income from a US trade or business | 0% retained, 20% distributed; 20% withheld on management or consulting fees paid to a non-resident | IRS Pub. 519, UIN law |
| Bank and cards | Mercury needs existing or planned US operations and refuses founders living in 48 countries, Latvia included. Stripe US wants the address where most of the activity happens | Stripe is open in Latvia and asks for an entity, a physical address and a non-virtual bank account in the country; payouts go to a Latvian IBAN | Mercury, Stripe US, Stripe Global, Stripe by country, payouts |
| VAT on EU sales | Non-Union OSS: the customer's VAT from the first euro on electronic services to EU consumers | Union OSS, with Latvian VAT on such sales up to EUR 10,000; a VAT number before the first service to a business in another member state | Commission, VAT Law |
Stripe Atlas forms US companies for founders "from anywhere in the world" (Stripe Atlas). Friction comes later, from the gap between the company's country, the founder's address, the bank and the activity. Mercury writes that an account may be "locked or eventually closed" if the business does not operate in the US (Mercury), and Stripe asks non-resident owners of a US account for an ID document past USD 500,000 of volume (Stripe). An SIA with its address and accounts in Latvia closes that gap; the review stays. See options after a Mercury refusal and what to do when Stripe closes an account.
Why a European company needs real management and records
Latvian AML law treats an entity as a shell arrangement when it shows signs such as (a) no real economic activity, with no documents proving otherwise, or (b) registration in a country that requires no financial statements to be filed. Banks, payment and e-money institutions may not serve one that shows both, and bear no civil liability for ending a relationship under this law (AML law). An SIA files public accounts; real activity still has to be shown with documents.
The VID refuses VAT registration when a company cannot be reached at its legal address or cannot show material, technical and financial capacity (VAT Law).
An SIA without substance
The VID can suspend a company within 5 working days, without warning, when there is an infringement and, for instance, its sole director took the role at the request of third parties. It then orders banks and payment providers to stop the company's settlements (Law on Taxes and Duties). Front directors and front addresses are what these rules target.
Estonia's tax board adds that a company managed from abroad will "probably" have a permanent establishment abroad, e-residency or not (EMTA). Tell each provider the real facts: where you live, where your customers are, what you sell. A coherent, truthful file is the point. More on building substance in Latvia.
What a Latvian company does not change
No set-up guarantees that a provider accepts an account or keeps it open: the provider decides. Stripe's agreement, the same for US and EEA users, lets it close an account at any time (Stripe Services Agreement; see after a Stripe closure). European accounts get closed too: Stripe keeps a restricted businesses list (Stripe), its Managed Payments service requires a low dispute rate (Stripe), and Paddle excludes 28 countries or regions over sanctions (Paddle).
Your home country's rules still apply. We did not research controlled foreign company rules, or where a company managed from your home is tax resident. Check this with a licensed adviser in your country.
From a European LLC search to a Latvian SIA
Check your home-country rules
Company tax residence, controlled foreign companies, funding rules: check this with a licensed adviser in your country.
Describe the real business
Where you live, what you sell and who runs the company.
Form the SIA
Notarised or secure e-signature, a questionnaire for foreign board members, legalised documents with a notarised Latvian translation, a legal address. EUR 75 for one founder.
Accounts and VAT
We introduce the SIA to banks or payment institutions and set up its VAT registration. You apply to card providers such as Stripe yourself, with the documents we prepare.
Accounting
Monthly bookkeeping, then the annual report.
Questions about the EU LLC
No. Each member state has its own limited company, such as the Latvian SIA or the Estonian OÜ, and the proposed EU Inc was not adopted as of 6 November 2026.
Each country's private limited company. A Latvian SIA needs EUR 2,800 of capital, or less under the reduced-capital rules, an Estonian OÜ has no minimum and a German GmbH needs EUR 25,000.
Yes. The Latvian register provides for foreign board members: a questionnaire for those without a Latvian personal code, an address where they can be reached, and legalised documents with a notarised Latvian translation.
Not yet. The Council adopted its mandate on 23 October 2026 and the Parliament was still in committee on 6 November 2026. As proposed, it would apply from the last day of the 12th month after entry into force.
No set-up guarantees that Stripe opens or keeps an account. An SIA with a Latvian address and IBAN matches Stripe's country rule, but Stripe still decides and may close US and European accounts alike.