Firstbase LLC - Form 5472 and the BOI Exemption Update
Summary
Firstbase customers had two federal obligations until March 2025. The BOI rule has changed, and Form 5472 remains the annual one most foreign-owned US LLCs still face. Other filings can apply.
If you formed a US LLC through Firstbase, your federal compliance picture has changed significantly. Until March 2025, foreign-owned US LLCs had two annual federal obligations: Form 5472 to the IRS and the BOI report to FinCEN. As of March 26, 2025, US-formed entities are exempt from BOI reporting under the FinCEN interim final rule. Form 5472 remains the only federal compliance obligation, and the $25,000 penalty under IRC §6038A(d)(1) for missing it is unchanged.
What a Firstbase LLC still owes the IRS after the BOI change
Foreign-owned US LLCs formed through Firstbase (Wyoming, Delaware, or other US states) are no longer required to file BOI reports as of March 26, 2025. Form 5472 + Pro Forma 1120 remains the only federal obligation, due April 15 each year (October 15 with a Form 7004 extension). Penalty for non-filing is $25,000 per year per LLC. Firstbase's standard service does not include Form 5472 filing.
What Firstbase covers
Firstbase is a popular formation service for foreign founders. The standard offering includes:
| Item | Covered by Firstbase? |
|---|---|
| US LLC formation, usually Wyoming or Delaware | Yes |
| EIN application on Form SS-4 | Yes |
| Registered agent in the formation state | Yes |
| US business address with mail forwarding | Yes |
| Founder and operating agreement templates | Yes |
| Banking and payment processor connections | Some |
| State-level filings | On some compliance tiers |
| Form 5472 and Pro Forma 1120 | No. This stays the LLC owner's responsibility. |
| BOI report | Not required. US-formed entities have been exempt since March 26, 2025. |
For foreign founders, this is genuinely useful infrastructure. Firstbase's value proposition is helping non-US founders set up the operational pieces of a US business without traveling to the US.
What Firstbase does not do is file your annual federal tax returns. Form 5472 and the Pro Forma 1120 remain the LLC owner's responsibility on every tier.
Why this used to involve BOI
Before March 26, 2025, the Corporate Transparency Act (CTA) and FinCEN rules required most US-formed corporations and LLCs to file Beneficial Ownership Information (BOI) reports. The report identified the beneficial owners of the entity to FinCEN. For foreign-owned US LLCs, this meant a separate annual obligation in addition to Form 5472.
Foreign founders who formed through Firstbase received guidance about both filings. Many filed their initial BOI reports in 2024 when the rule was in effect. Some had pending BOI obligations that were never filed because of the legal challenges and shifting deadlines through 2024 and early 2025.
The March 2025 change
The Treasury Department and FinCEN reassessed the BOI reporting framework in early 2025. On March 21, 2025, FinCEN issued an interim final rule, published in the Federal Register on March 26, 2025, that fundamentally changed the scope of BOI reporting.
The change in plain terms:
- The definition of "reporting company" was revised to include only entities formed under the law of a foreign country and registered to do business in a US state
- All US-formed entities (including Wyoming, Delaware, and other state LLCs) were exempted from BOI reporting
- US persons are exempt from being reported as beneficial owners
- US-formed entities that previously filed BOI do not need to update or correct those filings
For foreign founders who formed US LLCs through Firstbase: the LLC itself is a US-formed entity (the Wyoming or Delaware LLC), so it is exempt from BOI reporting under the March 2025 rule. The owner being a foreign person does not change this. The exemption is based on where the entity was formed, not who owns it.
What the BOI exemption means for Firstbase customers
The practical effect for Firstbase customers:
1. No BOI filing is required for the US LLC, regardless of when it was formed or whether prior BOI filings exist.
2. Firstbase customers who had pending BOI obligations under the prior rules no longer need to file.
3. Firstbase customers who already filed BOI under the prior rules do not need to update or correct those filings.
4. Form 5472 is now the only federal compliance obligation for the LLC.
This is a meaningful simplification. For Firstbase customers who never got around to BOI filing during the period of legal uncertainty, the obligation is now retroactively eliminated.
Form 5472 obligations remain unchanged
The BOI exemption did not affect Form 5472. The IRS information return requirement under IRC §6038A is independent of FinCEN's BOI rules. Foreign-owned US LLCs continue to file Form 5472 + Pro Forma 1120 annually, regardless of the BOI status.
For a Firstbase-formed Delaware or Wyoming LLC owned by a foreign person:
- Filing deadline: April 15 (October 15 with Form 7004 extension)
- Penalty for non-filing: $25,000 per year under IRC §6038A(d)(1)
- Continuation penalty: $25,000 per 30-day period after the 90-day notice period from IRS notification, under IRC §6038A(d)(2)
- Filing method: Mail or fax to the dedicated Ogden, Utah address
- E-filing: not available for foreign-owned disregarded entities
The mailing address:
Internal Revenue Service 1973 Rulon White Blvd, M/S 6112 Attn: PIN Unit Ogden, UT 84201
Fax: 855-887-7737.
What Firstbase customers commonly miss
The most common pattern for Firstbase customers is similar to other formation platforms:
- LLC forms in Wyoming or Delaware
- EIN comes through 4-8 weeks later
- Founder begins operations
- Year 1 closes; founder is busy and assumes Firstbase handles annual filings
- Year 2 closes; same assumption
- Bank request, visa application, or investor diligence in Year 3 surfaces the §6038A obligation
- Founder discovers they are 2-3 years late on Form 5472
The pattern is not unique to Firstbase. Stripe Atlas, Doola, Northwest Registered Agent, and other formation services all have the same gap: formation is in scope, federal information returns are not.
What about Firstbase compliance subscriptions?
Firstbase offers compliance subscription tiers that handle some recurring obligations: state-level annual reports, registered agent services, and certain accounting basics. These do not include Form 5472 or Pro Forma 1120 filings. The compliance service is designed around state-level mechanics, not federal information returns.
If you have a Firstbase compliance subscription, verify what is and is not included. Specifically, ask whether Form 5472 + Pro Forma 1120 is filed on your behalf each April. The answer for the standard tiers is no.
One obligation to close out, not two
If you formed your US LLC through Firstbase and have not filed Form 5472, the right action depends on whether the IRS has contacted you. Voluntary catch-up before any IRS notice is the strongest path. File all unfiled years simultaneously with a reasonable cause statement under §6664(c). If a notice has been received, Form 843 is the abatement vehicle.
For a single-year Firstbase LLC catch-up with standard transactions, filetax.co generates the complete packet for $99. For multi-year cases or complex transactions, see Filed 5472 Multiple Years Late and the cornerstone diagnostic. Notice cases benefit from CPA review of the abatement arguments.
The IRS's official Form 5472 page is at IRS.gov/Form5472. The FinCEN BOI exemption guidance is at FinCEN.gov/boi.
Firstbase customers ask these
I filed a BOI report through Firstbase last year. Do I need to update it?
No. The March 2025 interim final rule exempts US-formed entities from BOI reporting. Prior filings do not need to be updated, corrected, or withdrawn. The exemption applies retroactively in the sense that no further action is required for any US-formed entity.
Does Firstbase file Form 5472 for me?
No, not in any standard tier. Firstbase's compliance subscriptions cover state-level filings (Wyoming or Delaware annual reports, registered agent service) but do not file federal information returns. Form 5472 + Pro Forma 1120 is the LLC owner's responsibility.
I never filed BOI because of the court rulings. Am I in trouble?
No. The March 2025 interim final rule eliminated the BOI obligation for US-formed entities entirely. If you never filed BOI for a US LLC, you do not owe one and there are no penalties to address. Form 5472, however, remains a separate IRS obligation that is unaffected by the BOI rule change.
My Firstbase LLC has only paid annual fees and bank charges. Do I need to file Form 5472?
Almost always yes. Forming the LLC and funding it (capital contribution to cover formation fees, registered agent fees, and bank account funding) creates reportable transactions under Treas. Reg. §1.6038A-2. The form is required for any year with at least one reportable transaction, regardless of revenue.
What if I formed the LLC for myself but never used it?
An LLC that was formed and funded but generated no revenue and no distributions still typically has a reportable transaction in Year 1 (the formation funding). Year 2 onward, if there were no capital contributions, no distributions, no payments for services, and no loans, the form may not be required for that year. Document the absence of transactions for any year you do not file.
Does the OBBBA 1% remittance tax apply to my Firstbase LLC?
The 1% excise tax under IRC §4475 (effective January 1, 2026) applies to cross-border remittances sent from the US via cash, money order, cashier's check, or similar physical instrument. Standard wire transfers and ACH from a US business bank account are exempt. For most Firstbase LLC distributions through Mercury, Brex, or Wise, the tax does not apply.
Firstbase filed a BOI report for me in 2024 and charged me for it. Do I get that back?
That is a question for Firstbase, not the IRS. The FinCEN interim final rule of 26 March 2025 exempted US-formed entities from BOI reporting going forward, and a report already filed does not need to be withdrawn or updated. The federal obligation that did not go away is Form 5472, which was never part of the BOI regime.
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