Form 5472 for Foreign-Owned LLCs: Rules, Deadline, Penalty

Who must file Form 5472

A U.S. LLC with a single owner is normally a disregarded entity: for income tax it doesn't exist separately from its owner. Under regulations in effect since 2017, a foreign-owned U.S. disregarded entity is classified as a corporation for the limited purposes of the reporting rules in section 6038A. That makes it a reporting corporation that files Form 5472. Form 5472 instructions

In practice this covers, for example:

• a Wyoming, Delaware, Florida or other U.S. LLC owned by one nonresident individual;
• a U.S. single-member LLC owned by a foreign company.

A year with no reportable transactions of the types listed in the form generally doesn't require a filing, but because almost any money moving between you and the LLC counts, that is rare. This article covers single-member LLCs that haven't elected corporate taxation. An LLC with several owners is generally a partnership and has different filings; an LLC that elected to be taxed as a corporation files a regular Form 1120.

What counts as a reportable transaction

Form 5472 covers certain transactions with related parties, which may be foreign or domestic. For a foreign-owned single-member LLC, the main related party is usually you, the foreign owner. Transactions with a U.S. related party aren't itemized in Parts IV, V and VI, but the filing and identification requirements for that party still need to be reviewed.

For a foreign-owned disregarded entity, reportable transactions include amounts paid or received in connection with the formation, dissolution, acquisition and disposition of the entity, as well as contributions to and distributions from it. Part V transactions that aren't already reported in Part IV are described on an attached statement. Form 5472 instructions

Common examples:

• money you transfer from your personal account to the LLC's bank account;
• money the LLC sends you, whether you call it a distribution, a draw or a salary;
• LLC formation and registered agent fees you paid personally;
• loans between you and the LLC, and interest on them;
• payments for services or goods between the LLC and another company you own.

The reporting corporation also has to keep permanent books and records that support the return, including information about related-party transactions. Form 5472 instructions A separate LLC bank account and clean bookkeeping make the annual filing much easier.

How to file: pro forma 1120, fax or mail

The LLC files a pro forma Form 1120 with Form 5472 attached. On the pro forma 1120, the Form 5472 instructions require only the LLC's name and address and items B and E on the first page. On the current Form 1120, item B is the employer identification number and item E holds the initial-return, final-return, name-change and address-change checkboxes; total assets are item D, not E. Check the form version for the filing year. Form 1120 Form 5472 instructions

• No e-filing. A foreign-owned U.S. disregarded entity can't file Form 5472 electronically.
• Fax: 855-887-7737, at 300 DPI or higher.
• Mail: to the special address in the instructions (Ogden, Utah), not the regular Form 1120 address.

Form 5472 instructions Write "Foreign-owned U.S. DE" across the top of the pro forma 1120 as the instructions direct, and keep proof of the fax or mailing.

Deadlines, extensions and the $25,000 penalty

Form 1120 instructions Form 7004 instructions Form 5472 instructions

If a deadline falls on a weekend or legal holiday, it generally moves to the next business day; disaster relief can also extend deadlines.

For the extension, a foreign-owned U.S. disregarded entity enters the Form 1120 code on Form 7004, writes "Foreign-owned U.S. DE" across the top and faxes or mails it to the dedicated number or address for these entities, not the regular Form 7004 address. Form 5472 instructions

A separate Form 5472 is required for each related party with reportable transactions, so exposure isn't necessarily limited to one $25,000 penalty. The penalty applies even when the LLC owes no tax, which is why it surprises so many owners. If you've missed past years, don't wait for a notice: talk to a professional about filing the missing forms and a reasonable-cause request. Relief depends on the facts and isn't guaranteed.

EIN, ITIN and the reference ID

• EIN for the LLC. The pro forma 1120 asks for the LLC's employer identification number. Applicants who can't use the IRS online system can generally apply by fax or mail; telephone applications are available only to international applicants with no legal residence, principal place of business or principal office in the U.S. IRS: Get an EIN
• The owner's U.S. number, if any. For an individual owner, the SSN or ITIN; for a company owner, its EIN. Form 5472 asks for it only if there is one.
• Reference ID. If the owner has no U.S. number, the LLC assigns a reference ID: up to 50 letters and digits, no spaces or special characters, used consistently every year.
• Foreign tax ID. Enter your foreign taxpayer identification number, or "None" or "N/A" if you don't have one.

Form 5472 instructions An ITIN isn't required for Form 5472 itself. You may need one if you have to file your own U.S. return, as described next.

Does the owner owe U.S. income tax?

Form 5472 is an information return. Income tax is a separate question, answered at the owner level because the LLC is disregarded.

• Nonresident individuals are generally subject to U.S. tax on taxable U.S.-source income and on income effectively connected with a U.S. trade or business; under special rules, some foreign-source income can also be effectively connected. U.S.-source dividends, royalties and similar income can trigger withholding even without a U.S. trade or business. IRS Pub. 519
• Pay for services is generally sourced where the services are performed. Work you do outside the U.S. is generally foreign-source income, even if the client or the bank account is in the U.S. 26 U.S.C. § 862(a)(3)
• If the LLC is engaged in a U.S. trade or business, for example with work done in the U.S., U.S. employees or a U.S. office, the owner may owe U.S. tax on that income: an individual owner generally files Form 1040-NR, and a foreign corporate owner may have a Form 1120-F filing requirement instead.

Whether there is a U.S. trade or business depends on the facts, and selling goods to U.S. customers, inventory in the U.S. or a dependent agent here can change the answer. The country where you are a tax resident may tax the activity, the LLC or its distributions under its own rules; U.S. disregarded treatment doesn't determine the foreign result. See our guide to double taxation for how credits and treaties work.

State fees and BOI reporting

State taxes and fees

Each state has its own annual fees, separate from the IRS filing:

• Delaware: $400 annual tax for LLCs, due June 1; late payment adds a $200 penalty plus 1.5% monthly interest. Delaware Division of Corporations
• California: $800 annual tax for every LLC doing business or organized in California, plus a fee once California income reaches the thresholds; details in our article on the California LLC $800 tax. FTB
• Wyoming and other states: annual reports and fees vary; check the state's Secretary of State.

An LLC formed in Wyoming or Delaware can still owe California tax if it is doing business in California.

BOI reporting

Under FinCEN's final rule, U.S. companies are exempt from beneficial ownership information (BOI) reporting. The requirement now applies to foreign entities formed under foreign law and registered to do business in a U.S. state, unless an exemption applies. A U.S.-formed LLC owned by a nonresident is a U.S. company for this purpose. The BOI exemption doesn't remove Form 5472, state filings or a possible FBAR. FinCEN: BOI

Worked example

Simplified illustration with assumed facts. A software developer living in Kazakhstan, with no U.S. visa or U.S. tax residence, forms a Wyoming single-member LLC in 2026.

• She pays $500 of formation and registered agent fees from her personal card.
• She transfers $5,000 from her personal account to the LLC's U.S. bank account.
• The LLC receives $30,000 of client revenue for programming work she does in Kazakhstan.
• The LLC transfers $20,000 to her personal account.

Change one fact, for example she spends three months working from Miami or hires a U.S. contractor to run sales, and the income tax answer may change. The Form 5472 filing obligation remains, but the reported transactions and any additional federal or state filings need to be reviewed again.

Annual checklist

• Confirm the LLC's tax classification: single-member disregarded entity with a foreign owner.
• Have the LLC's EIN and the owner's U.S. number, reference ID and foreign tax ID ready.
• Export the LLC's bank statements for the year and list every transfer to and from the owner and related companies.
• List formation, renewal and registered agent costs the owner paid personally.
• Complete the pro forma Form 1120 fields required by the Form 5472 instructions, and prepare the information Form 5472 itself asks for.
• Fax or mail the pro forma 1120 and Form 5472 by the due date, or file Form 7004 first using the special foreign-owned DE route.
• Pay state fees and file state reports on their own deadlines.
• Review whether the owner has U.S.-source or effectively connected income that requires a personal U.S. return.

We prepare Form 5472 filings for foreign-owned LLCs every year, in English or Russian. See our business tax services.

FAQ

Do I need to file Form 5472 if my LLC had no income?

Generally yes. A foreign-owned U.S. single-member LLC files Form 5472 with a pro forma Form 1120 for each year it has reportable transactions with its owner or other related parties, and contributions, distributions and formation costs paid by the owner count as reportable transactions even when the LLC had no income.

What is the penalty for not filing Form 5472?

The penalty is $25,000 for each failure to file Form 5472. If the failure continues more than 90 days after the IRS sends a notice, an additional $25,000 can apply for each 30-day period, or part of one, that the failure continues.

Can Form 5472 be filed electronically?

Not for a foreign-owned U.S. disregarded entity. The pro forma Form 1120 with Form 5472 attached is faxed to 855-887-7737 or mailed to the special Ogden, Utah address in the Form 5472 instructions. An extension on Form 7004 follows the same special route.

When is Form 5472 due for a single-member LLC?

It is due with the pro forma Form 1120, by the 15th day of the 4th month after the end of the tax year, which is April 15 for a calendar-year LLC. Form 7004 filed by that date generally gives 6 more months to file.

Do I need an ITIN to file Form 5472?

No. Form 5472 asks for the foreign owner's U.S. identifying number (SSN or ITIN for an individual, EIN for a company) only if there is one; otherwise the LLC assigns a reference ID. The LLC itself needs an EIN, and the owner may need an ITIN to file a personal U.S. return.

Does a foreign-owned LLC pay U.S. income tax?

The single-member LLC itself doesn't pay federal income tax as a disregarded entity. The foreign owner generally owes U.S. tax only on U.S.-source income and income effectively connected with a U.S. trade or business, which depends on where the work is done and how the business operates.

Does my U.S. LLC have to file a BOI report?

Under FinCEN's final rule, U.S. companies are exempt from BOI reporting, including U.S.-formed LLCs owned by nonresidents. BOI reporting now applies to foreign entities registered to do business in a U.S. state, unless an exemption applies.