From Spanish autónomo to US LLC: contracts and first invoices

Plan the move from Spanish autónomo to LLC around your existing business: customers, open invoices, deposits, banking and the first payments to your company.

A US LLC can become the company through which you run a business previously invoiced as a Spanish autónomo. Making that change involves more than formation: you need to decide what the company will do, who signs its contracts, when it starts invoicing and how it fits with your personal position. Exentax prepares that transition so the company is ready to operate.

The LLC brings a separate business identity, ownership arrangements and a framework for contracts, payments and assets. You do not have to dismantle a working business overnight to benefit from it. Existing customers, open invoices and ongoing projects need continuity while the next stage is prepared.

This guide concerns a service provider who is tax-resident in Spain and not a US tax resident. It covers implementation, not an automatic legal conversion of a Spanish individual business into a US company. For the initial decision, read our Spanish autónomo and LLC comparison, which examines both options using the same business figures.

Decide which activity the LLC will take on

Start with the services the company will supply, its customers and where the work will be performed. The LLC might take on new projects, a distinct business line or a broader transition. That scope should make sense in customer contracts, invoices and banking applications.

Changing a name on an invoice template does not settle the arrangement. If you continue to work personally from Spain, establish how that work relates to the LLC. Company ownership, tax residence and social-security coverage are separate questions that need a coordinated answer.

Prepare a short inventory of customers, recurring services, unfinished projects, outstanding receivables and essential suppliers. Include customer locations and who performs the work. This gives the team a useful starting point without making you describe the entire business again for every application.

What the structure should achieve

A useful design addresses actual needs: contracting through a US entity, admitting a partner, receiving ACH payments, organising ownership or separating business working capital. No universal revenue threshold makes those decisions for you.

The agreed scope should distinguish formation, EIN, company documents, banking preparation, payments and continuing support. State selection and tax classification belong within that design; they do not replace an assessment of the business itself.

Prepare the company identity before announcing the change

The information you give customers should agree with the information used by financial providers. Check the legal name, formation state, EIN where relevant, members and authorised signatories. Your trading brand may remain familiar, but the contracting party must be identifiable.

Addresses serve different purposes. The Registered Agent receives notices within its role; the operating address describes where the business is carried on, and the owner's residential address identifies the individual. Supply the appropriate address for each requested field. A registered address is not evidence that work takes place there.

Keep formation documents, EIN confirmation, Operating Agreement and relevant authorisations available. Not every provider requests every document. The benefit is being able to explain ownership and authority without reconstructing them when somebody asks.

Agree who supplies each contract and from when

For new projects, name the LLC as the contracting party when it will supply the service. For an existing contract, review its terms and agree whether a replacement contract, amendment or another transfer arrangement is appropriate. Required approvals depend on the contract and applicable law.

Record an effective date and the other party's confirmation. That date does not resolve work already performed, deposits, receivables or projects spanning both periods. Each item must follow the agreement and transaction that actually created it.

Intellectual property and supplier subscriptions

If the LLC will use software, a brand, content or other assets you already own, document the appropriate licence or transfer. A contribution, licence and sale are different transactions requiring their own valuation and treatment. Changing the owner in an internal list is not sufficient.

Review software licences, hosting and contractor agreements too. Some may need a new subscription or permission to transfer. Deal first with the relationships that keep customer work running.

Keep open invoices and deposits tied to their origin

An invoice issued by your individual business does not become an LLC invoice because payment arrives after formation. Keep the issuer and existing receivable identifiable. If you intend to assign that receivable or have another entity collect it, review and document the arrangement first.

Do not issue a second LLC invoice for a service already covered by a valid invoice. Where correction is required, follow the applicable procedure and preserve the link to the original. The Spanish Tax Agency distinguishes correcting invoices from simply editing an existing file.

For new invoices, prepare the supplier and customer details, service description, date, numbering and tax treatment. Requirements depend on the invoicing rules that apply. An EIN does not replace a Spanish or other VAT registration needed for the transaction. Our LLC invoicing guide explains these fields.

An example without double-counting revenue

Suppose the parties agree that the LLC will handle new services from October 1. This is an illustrative example, not a client result or a tax-saving estimate. No earlier receivables are assigned. Amounts are contractual prices before any applicable tax.

The EUR 600 deposit is not booked again as new revenue merely because information moves to the company. First establish what was invoiced, what remains to be delivered and who still owes that service to the customer. The same approach keeps refunds connected to the original transaction.

A transition register does not replace accounting or determine income-recognition timing by itself. It lets the person preparing the returns follow each item and apply the relevant treatment.

Make the new collection route operational first

An LLC can hold several accounts with different purposes: receiving USD, paying suppliers, collecting EUR or exchanging currencies. The arrangement depends on activity, owner residence, customer countries and each provider's requirements.

An application is not an approved, usable account. Verify the account holder, the payment details for the chosen method and the team's authorisation limits. Exentax prepares applications and follows them through; admission remains the provider's decision.

Check the complete payment route

Before telling a customer to use new details, establish how receipt, balance availability, fees and refunds will work. A test permitted by the provider can help verify the route. Do not use fictitious sales or transactions that violate a processor's terms.

Changing a processor's payout account does not necessarily change its contracted merchant. Check whether the provider supports an entity change or requires a new account, and how subscriptions, reserves, refunds and earlier disputes are handled. Preserve access to records you still need.

Banking privacy also depends on the provider, account and ownership. A USD balance does not settle the reporting analysis. Our guide to US accounts and reporting explains the distinction between public privacy and identifying the owner to a financial institution.

Give customers a short, verifiable explanation

Customers need to know when the LLC becomes their supplier or invoice issuer, what service continues and which details to update. They do not need a long account of your tax planning.

Send the legal name, relevant tax details, appropriate address, effective date and a familiar contact. Share bank details through the established communication channel and ask the customer to confirm the update. Complete any agreed contract changes first.

For a customer with a procurement department, allow for supplier onboarding and requested tax certificates. W-8BEN, W-8BEN-E and W-9 are not selected solely because an LLC exists: the beneficiary and classification matter. Our W-8 and W-9 guide helps you prepare the right documentation.

Coordinate Spanish changes with the work you actually continue

Spanish census registration and RETA social-security registration are separate procedures. Forming an LLC does not remove a RETA obligation arising from regular work you perform personally and directly in Spain. Before deregistering, establish which activities and obligations continue.

The Spanish Tax Agency distinguishes ending all activities from modifying the record when only some stop. Form 036 communicates changes according to the circumstances. Deregistration does not remove outstanding returns for earlier periods. Your Spanish adviser should identify what continues and what needs updating.

A single-member disregarded LLC retains its legal existence, while its federal tax treatment looks through to the owner. Spain's DGT Resolution of 6 February 2020 sets criteria for attributing income from certain foreign entities. Where that classification applies, retaining rather than distributing profit does not automatically defer attribution. A multi-member arrangement needs its own classification.

This is why an identical filing list is not appropriate for every client. Residence, income type, transactions, ownership and authority determine the assessment. Reporting concerning foreign accounts, assets and crypto is reviewed using those facts, not by indiscriminately adding every account connected to an LLC.

Organise the first year from its first transaction

Keep complete bank and processor statements and distinguish capital contributions, loans, reimbursements and distributions. If you pay a company expense personally, retain the invoice, payment evidence and its intended treatment. A note saying only “transfer” does not explain the transaction.

A foreign-owned disregarded entity with reportable transactions may need Form 5472 and a pro forma Form 1120. Our Form 5472 guide covers transactions with owners and related parties. An absence of sales does not mean an absence of contributions or other relevant movements.

Record the applicable state requirements and Registered Agent service too. Annual administration starts with business records, not when the filing date arrives. Exentax coordinates that follow-up and asks for the information actually missing.

What should be ready before your first LLC invoice

We work from your current information and agree a specific scope. Before switching invoicing, establish the contracting company, signatories, payment route, treatment of earlier transactions and tax coordination.

If you are still deciding how your activity fits, our guide to preparing a move from the autónomo model examines that decision. Where residence or another entity is also under consideration, international tax planning is broader than this invoicing transition.

Our team organises formation and documentation, prepares banking and payments and supports the move into LLC operations. You know what is ready, what needs confirmation and who can help. The company should support your work, without leaving you to coordinate separate procedures on your own.

See how we structure an LLC

Questions about starting to invoice through an LLC

Can I form the LLC while my individual business continues?

Yes. Formation can be prepared while the earlier activity operates. The start date of each transaction, census position and social-security treatment depend on what actually continues and what changes.

Can I just replace the IBAN on my invoices?

A different payment destination does not, by itself, change the issuer, contract or ownership of the receivable. If another person or entity will receive the money, review and document the reason before communicating the change.

Do I need to charge subscription customers again?

That depends on the processor's capabilities and the contractual relationship. Confirm merchant-change options, any new authorisations and how refunds and earlier payments remain accessible. Do not create a second charge to replace the first.

When is the LLC ready for its first customer?

When it can contract for the intended service, identify its signatory, issue the applicable documentation and receive payment through an operational route. Formation is one part of that preparation, not confirmation that every other part is complete.