A US citizen who forms a single-owner company in Dubai, Tallinn, or Singapore does not escape the US tax net. The company is almost certainly a Controlled Foreign Corporation (CFC), and its retained profits are almost certainly caught by GILTI — Global Intangible Low-Taxed Income, the anti-deferral regime enacted by the Tax Cuts and Jobs Act in 2017 and modified by the One Big Beautiful Bill Act (OBBBA) signed 4 July 2025. GILTI does not care that the owner lives abroad, uses the Foreign Earned Income Exclusion on their salary, or has never remitted a dollar to the United States. It taxes the CFC's active operating income at the shareholder level in real time, and for an individual owner the default treatment is punitive. Understanding the mechanics — and the two elections that make them survivable — is the difference between a workable structure and an accidental 40%+ effective rate on business profits.
Why a single-owner foreign company is almost always a CFC
A foreign corporation is a CFC if US shareholders together own more than 50% of the vote or value of its stock. A "US shareholder" for this purpose is any US person (citizen, green-card holder, or resident) who owns 10% or more of the vote or value. A sole US owner of a foreign company clears both thresholds by default: they own 100%, which is more than 10% and more than 50%. There is no de minimis carve-out for small businesses, no exception for active operating companies, and no relief for owners who happen to live in the country where the company is incorporated.
The CFC net is wider than most founders assume. Constructive ownership rules attribute stock held by a spouse, children, parents, and certain related entities. A US citizen founder who nominally owns 40% while their US-citizen spouse owns 40% is still deemed to control 80%. Even after the 2017 repeal of the "downward attribution" fix, transactions involving foreign parents with US subsidiaries can pull unrelated foreign companies into CFC status. Anyone forming or holding equity in a foreign company should assume CFC treatment applies until a US tax adviser confirms otherwise. For a broader primer on how these regimes work across jurisdictions, see the TaxAtlas CFC rules explained guide.
What GILTI actually taxes
GILTI is not a tax on the CFC. It is a deemed inclusion at the US shareholder level, added to the shareholder's own gross income each year regardless of whether the CFC distributes a dime. The mechanics under the original 2017 rules ran roughly as follows: take the CFC's "tested income" (essentially its earnings, with a handful of exclusions for Subpart F income, effectively connected income, high-taxed income and a few others), subtract a 10% deemed return on the CFC's qualified business asset investment (QBAI, mostly tangible depreciable property), and the residual was the shareholder's GILTI inclusion.
The OBBBA rewrote several pieces of this in 2025. The regime was rebranded "Net CFC Tested Income" (NCTI), the QBAI carve-out was substantially cut back or eliminated, the section 250 deduction available to corporate shareholders was trimmed, and the foreign tax credit haircut on GILTI-associated foreign taxes was recalibrated. The precise numbers are still being clarified through Treasury guidance and vary depending on the shareholder's characterization; anyone modelling a live structure in 2026 should verify current figures with a US international tax specialist rather than rely on any pre-OBBBA calculator. What has not changed is the direction of travel: for a service company or IP-light business with little tangible property, essentially all net profit becomes an annual US inclusion for the US owner.
The individual-owner default is the worst-case
The design of GILTI assumed C corporations would be the typical US shareholder. C corporations get a section 250 deduction and can claim a foreign tax credit for taxes the CFC paid, so their effective US rate on GILTI is far lower than the headline 21% corporate rate. An individual shareholder holding CFC stock directly gets neither benefit by default. The GILTI inclusion flows into the individual return, is taxed at ordinary rates up to the 37% federal top marginal rate confirmed by the OBBBA's permanent extension of the TCJA seven-bracket structure, and no credit is available for the foreign corporate tax the CFC already paid. Layer on state income tax (up to 13.3% in California) and the 3.8% net investment income tax where it applies, and the effective burden on undistributed foreign business profits can approach or exceed 50%.
The section 962 election: taxed as if you were a corporation
Section 962 of the Internal Revenue Code lets an individual US shareholder elect, on an annual basis, to be taxed on their GILTI (and Subpart F) inclusions as if they were a domestic C corporation. The election unlocks two things the individual otherwise cannot access: the section 250 deduction (which reduces the taxable portion of the inclusion) and the deemed-paid foreign tax credit for corporate taxes the CFC paid abroad. The result, in favourable cases, is that the annual US tax on the GILTI inclusion can be reduced to zero or near-zero — provided the CFC's foreign effective tax rate is high enough that the FTC absorbs the remaining US liability.
The catch is at distribution. When the CFC later pays a dividend to the individual, the portion that exceeds the amount of US tax actually paid under the 962 election is taxed again as a distribution — at ordinary rates on the excess, and generally at qualified dividend rates only if the CFC sits in a treaty-eligible jurisdiction. Section 962 is therefore not a permanent shield; it is a timing and rate mechanism. It works best where the foreign corporate rate is meaningfully positive (Estonia's 22% distributed-profits regime, for example, or a country with a 15–25% corporate rate), where the owner intends to reinvest rather than distribute, and where the owner is willing to accept the compliance burden of running the calculation each year. For a zero-tax jurisdiction like the UAE, section 962 delivers little because there is no foreign corporate tax to credit against the US inclusion.
The GILTI high-tax exclusion
The GILTI high-tax exclusion (HTE), finalised in 2020 regulations, allows a US shareholder to exclude from GILTI any tested income of the CFC that was subject to a foreign effective tax rate exceeding 90% of the US corporate rate. With the US federal corporate rate at 21%, the threshold is 18.9%. The election is made annually and, importantly, applies on an all-or-nothing basis across all CFCs of the US shareholder that meet the threshold — a shareholder cannot cherry-pick which high-taxed CFCs to include and which to exclude.
The HTE is powerful in the right jurisdictions. A UK company (25% main corporate rate), a German operating company (~30% combined), or a Japanese CFC will typically clear the 18.9% bar and can be excluded entirely from GILTI. Estonia is more complicated: the 22% headline rate applies only on distributed profits under the country's distinct corporate tax model, meaning the CFC's foreign effective rate on retained earnings is 0% and the HTE is unavailable until distribution triggers Estonian tax. UAE mainland companies pay 9% above the AED 375,000 threshold — well below 18.9%, so the HTE is out. UAE free-zone Qualifying Free Zone Persons paying 0% are further from the threshold still.
Whether the HTE beats a section 962 election in a given year is a fact-specific calculation. The HTE is administratively cleaner and produces a genuine exclusion rather than a rate reduction. Section 962 preserves the inclusion (with all the reporting that entails) but can yield similar cash-tax outcomes where FTCs fully absorb the US liability. In practice, high-tax CFCs typically use the HTE and lower-tax CFCs use section 962.
Structuring responses
A US owner of a foreign operating company generally has four broad structural responses to GILTI. None is universally correct.
Elect and accept the compliance cost
The most common path for founders who want to keep their existing foreign entity. File Form 5471 annually for the CFC, run the GILTI calculation, elect section 962 or the HTE where advantageous, and treat the ongoing compliance work as a cost of doing business abroad. Realistic annual professional fees for a single-CFC US owner run into four figures and often five, before any state-level reporting. This is the workable but expensive default.
Move the operating company into a US structure
Some US expat owners collapse the foreign company and run the business through a US LLC or S corporation instead. The GILTI problem disappears (there is no CFC), but the owner picks up US self-employment tax on active earnings and loses any local corporate rate arbitrage. If the owner is claiming the Foreign Earned Income Exclusion on salary, the FEIE cap ($132,900 for 2026 per the IRS inflation adjustments) becomes the ceiling on shielded compensation.
Interpose a US C corporation as the CFC's shareholder
Because GILTI was designed around corporate shareholders, some structures place a US C corporation between the individual and the CFC. The C corporation absorbs GILTI at a much lower effective rate thanks to the section 250 deduction and FTC. The individual owner is then only taxed when the C corp distributes. This adds a US-level entity to maintain and only makes sense at meaningful scale.
Change the underlying facts
The most permanent response is to change the owner's US status. For citizens, this means expatriation under section 877A — a decision with its own exit-tax mechanics, five-year covered-expatriate testing, and non-trivial personal consequences. For long-term green-card holders, formal abandonment of the card after eight years of holding it triggers the same regime. For newer US residents, careful timing of when the foreign company was formed relative to the residency start date matters. None of these should be considered without specialist advice; the CFC and GILTI problem is often small compared to the exit-tax consequences of the fix.
Compliance basics: what actually gets filed
A US person who owns 10% or more of a CFC generally files Form 5471 each year, with the specific category and schedules depending on ownership and transactions. GILTI is calculated on Form 8992 and flows to the individual return; the section 962 election, if made, is a statement attached to the 1040. The HTE election is made on Form 8992 and its associated schedules. Foreign bank and financial accounts of the CFC or the owner may trigger FBAR (FinCEN Form 114) and FATCA (Form 8938) — see the TaxAtlas FBAR and FATCA reporting guide for the reporting thresholds and mechanics. Penalties for missed Form 5471 filings start at $10,000 per form per year and can compound.
US owners who discover they have been out of compliance — a common scenario for founders who moved abroad and only later learned they had a CFC — can often use the IRS Streamlined Filing Compliance Procedures to catch up on three years of returns and six years of FBARs without the standard penalty regime, provided the non-compliance was non-wilful. This is a materially better path than the standard voluntary disclosure track and should be considered before any unilateral back-filing.
Country context matters more than the wrapper
Where the foreign company sits shapes which response works. A UAE mainland or free-zone company (see the UAE country profile) gives the owner zero personal income tax locally but delivers no foreign corporate tax to credit against GILTI — the HTE is unavailable and section 962 provides limited relief. Undistributed profits get taxed in the US at the individual's marginal rate unless the structure is changed. An Estonian OÜ under the distributed-profits corporate model produces 0% foreign tax on retained earnings (so no HTE) but 22% at distribution, which then makes section 962 more effective as a deferral mechanism than a permanent shield. A UK, German, or Australian operating company will typically clear the HTE threshold and take the CFC's tested income out of GILTI entirely.
The general point: the CFC/GILTI regime is jurisdiction-neutral on the surface but has very different economic consequences depending on the foreign corporate tax rate. A US expat founder choosing between the UAE, Estonia, and a treaty-country structure is really choosing between different GILTI outcomes as much as they are choosing a local tax environment. The United States country profile and the country comparison tool can help frame the trade-off.
Where to go next
The TaxAtlas CFC rules explained guide covers how controlled-foreign-corporation regimes work in the US and comparable jurisdictions. For US-specific expat compliance, see the US citizen moving abroad tax guide, the PFIC rules for US expats, and the legal paths to a zero US tax bill analysis. Founders weighing where to incorporate should also read UAE vs Singapore vs Hong Kong for tech founders and setting up an offshore company. Nothing in this article is tax or legal advice; the CFC and GILTI rules are technical and fact-specific, and any live structure should be run past a qualified US international tax adviser before filing.