Form 5472 for foreign-owned LLCs: who files, what to report, deadlines

We earn a commission if you buy through some links on this page, at no extra cost to you. It never affects the order. How we make money.

Form 5472 is the annual IRS information return that every foreign-owned single-member US LLC must file, along with a pro forma Form 1120, even if the company had no income and owes no tax. The form reports transactions between the LLC and its foreign owner or other related parties. Many non-US founders do not know about it until they receive a penalty notice, and the penalty for not filing starts at $25,000. This guide explains who must file, what to report, how to file and how to stay compliant.

Why Form 5472 exists

Before 2017, a single-member LLC owned by a non-US person was a "disregarded entity" with no federal filing obligation if it had no US income, which made such LLCs attractive for hiding money. To close this gap, the IRS issued regulations treating foreign-owned disregarded LLCs as domestic corporations for the purposes of reporting under section 6038A. Since then, these LLCs must file Form 5472 attached to a pro forma Form 1120 each year, disclosing their owner and transactions with related parties.

The filing is informational. It does not by itself create a tax liability, but it is mandatory, and the penalties for missing it are severe.

Who must file

You must file Form 5472 with a pro forma Form 1120 if:

• Your company is a US LLC with a single owner, treated as a disregarded entity for federal tax, and
• The owner is a foreign person (a non-US individual or a foreign company), and
• The LLC had a reportable transaction with a related party during the tax year.

Because simply contributing money to the LLC or taking money out counts as a reportable transaction, almost every foreign-owned single-member LLC files every year, including in its first year. US corporations that are at least 25% foreign-owned also file Form 5472 with their regular Form 1120.

What counts as a reportable transaction

Reportable transactions include almost any exchange of money or value between the LLC and its foreign owner or other related parties, for example:

• The owner paying formation costs or other expenses for the LLC.
• Capital contributions from the owner to the LLC.
• Distributions or withdrawals from the LLC to the owner.
• Loans between the LLC and the owner.
• Payments for services, rents or sales of goods between them.
• Transactions with other companies controlled by the owner.

Even the payment of formation fees by the owner personally is a reportable transaction in the first year. Keep records of every transfer between you and your LLC.

The pro forma Form 1120

Foreign-owned disregarded LLCs do not file a real corporate tax return. Instead, they file a "pro forma" Form 1120: only the identifying information at the top is completed (name, address, EIN, date of formation), and "Foreign-owned U.S. DE" is written across the top. Form 5472 is attached. The financial sections of Form 1120 are left blank.

This is different from a C corporation, which completes the full Form 1120 and attaches Form 5472 if it is 25% or more foreign-owned.

What goes on Form 5472

• Part I: information about the reporting company, including its name, EIN, address and total assets.
• Part II: information about the 25% foreign shareholder, the owner, including name, address, country of citizenship and residence, and foreign tax identification number if any.
• Part III: information about the related party, often the same as the owner.
• Part IV and V: monetary amounts of transactions with the related party, such as amounts received and paid, contributions and distributions.
• Part VI and later: additional information and questions.

Read the current IRS instructions each year, since details can change.

Deadlines

For a calendar-year LLC, Form 5472 with the pro forma 1120 is due by 15 April of the following year. You can request an automatic six-month extension, to 15 October, by filing Form 7004 by the original due date. The extension gives more time to file, not to pay, though foreign-owned disregarded LLCs usually have nothing to pay with this filing.

Put the deadline in your calendar, and if you are unsure whether you will be ready, file Form 7004 well before 15 April.

How to file

The IRS instructions explain how foreign-owned disregarded entities must submit the pro forma Form 1120 and Form 5472. These returns have historically been filed by mail or by fax to IRS addresses and numbers listed in the instructions, rather than through standard e-filing. Check the current instructions each year for the correct method and address, and keep proof of submission, such as a fax confirmation or tracked mail receipt.

Many founders use an accountant or a formation service that offers annual compliance packages. Compare options in the company formation ranking; some services include Form 5472 preparation.

Penalties

The penalty for failing to file Form 5472, or filing an incomplete or incorrect form, is $25,000 per form per year. If the failure continues more than 90 days after the IRS notifies you, an additional $25,000 can apply for each 30-day period. The IRS has applied these penalties to small LLCs with very little activity, and penalty relief is possible but not guaranteed.

If you have missed past filings, speak to a tax professional about filing late returns with a reasonable cause statement as soon as possible. Acting before the IRS contacts you is generally better.

Records you must keep

The regulations require the LLC to keep records sufficient to establish the accuracy of the return and the correct US tax treatment of its transactions. In practice, keep bank statements, invoices, receipts, records of contributions and distributions, and documentation of any transactions with related parties. Keep the LLC's money separate from your personal money, which makes records cleaner and supports the LLC's liability protection.

Accounting software connected to your business account makes this much easier; see the accounting software ranking.

You need an EIN first

Form 5472 requires the LLC's Employer Identification Number. Foreign founders can obtain an EIN without a US Social Security number by applying with Form SS-4, by fax or mail, or through a formation service. See how to get an EIN without an SSN. The LLC also needs the correct tax classification on record with the IRS.

Form 5472 and income tax

Filing Form 5472 does not mean the LLC owes US tax. Whether the foreign owner owes US income tax depends on whether the LLC has income effectively connected with a US trade or business, and on any tax treaty. If it does, the owner may need to file a US individual or corporate return, such as Form 1040-NR. This is separate from Form 5472. Get professional advice on your situation; see LLC vs C corp for founders abroad for background.

State filings are separate

Form 5472 is a federal filing. Your state has its own requirements, such as Delaware's annual LLC tax due 1 June or Wyoming's annual report in your anniversary month. Missing state filings can lead to loss of good standing. See Delaware vs Wyoming LLC and the LLC cost by state table.

Beneficial ownership reporting

Separately from the IRS, the Corporate Transparency Act introduced beneficial ownership information (BOI) reporting to FinCEN. In March 2025, FinCEN issued a rule exempting companies formed in the United States from BOI reporting, focusing the requirement on certain foreign companies registered to do business in the US. Rules in this area have changed several times, so check FinCEN's current guidance.

An annual compliance checklist

1. Keep records of all transfers between you and the LLC during the year.
2. Prepare Form 5472 and the pro forma Form 1120 after year end.
3. File by 15 April, or file Form 7004 for an extension.
4. Keep proof of filing.
5. Complete state annual filings and payments.
6. Renew your registered agent; see what a registered agent is.
7. Check whether any other US tax returns apply.

Common mistakes

• Not knowing Form 5472 exists until a penalty notice arrives.
• Believing no filing is needed because the LLC had no income.
• Leaving out contributions and distributions.
• Filing Form 5472 without the pro forma Form 1120.
• Missing the deadline without filing an extension.
• Mixing personal and LLC funds, making records unreliable.

Example: a first-year filing

A founder in Kenya forms a Wyoming LLC in March, paying $350 in formation and registered agent fees from a personal card. In May, she transfers $2,000 from her personal account to the LLC's business account to cover setup costs. In November, she withdraws $1,500 from the LLC to her personal account. The LLC earned income from US clients during the year.

Her first Form 5472 reports the founder as the 25% foreign shareholder and related party, and lists the transactions: the $350 paid on the LLC's behalf, the $2,000 contribution and the $1,500 distribution, in the relevant parts of the form. It is attached to a pro forma Form 1120 with "Foreign-owned U.S. DE" written across the top and filed by the April deadline. Separately, she reports the LLC's profits in Kenya, as advised by her Kenyan tax adviser.

Multi-member LLCs are different

An LLC with two or more members is taxed as a partnership by default, not as a disregarded entity. Foreign-owned partnerships have different filing requirements, typically Form 1065 with schedules for each partner, and may have withholding obligations on effectively connected income allocated to foreign partners. Form 5472 rules for disregarded entities do not apply in the same way. If your LLC has more than one owner, get advice on its specific filings.

Using a professional or a service

Form 5472 is short but technical, and the penalty for mistakes is large. Many founders pay an accountant or use an annual compliance package from their formation service, which prepares and files the forms and keeps proof. If you prepare it yourself, read the instructions carefully, keep copies, and file early enough to resolve any questions. Compare formation services with compliance options: Doola pricing, Firstbase pricing and Stripe Atlas pricing.

Banking records make it easier

Using a dedicated business account for every LLC transaction, and never paying LLC costs from personal accounts, makes Form 5472 much easier to prepare, because all contributions and distributions show clearly as transfers between your personal and business accounts. See how to open a US business bank account from abroad and compare providers in the business accounts ranking.

Closing the LLC

If you no longer need the LLC, dissolve it properly with the state and file a final Form 5472 and pro forma 1120 for the last year, marking it as final. Simply abandoning the LLC can leave filing obligations and state fees accruing, and penalties can follow. Close bank accounts after final transactions, and cancel the registered agent only after dissolution is complete.

Questions