Form 5472: The Complete Guide for Foreign-Owned US LLCs
Summary
A foreign-owned US single-member LLC files Form 5472 with a pro forma Form 1120 by April 15. Funding the LLC is itself reportable. Missing it costs $25,000 per form, per year.
If you are a non-US person who owns a US single-member LLC, you almost certainly have to file Form 5472 every year, together with a pro forma Form 1120. This is true even if the LLC made no money, held no bank account and never traded. The obligation comes from owning the entity and transacting with it, not from earning profit. The penalty for missing it is $25,000 per form, per year.
This page is the complete picture: who files, what counts as a reportable transaction, what the pro forma Form 1120 has to contain, when it is due, where it goes, and what happens when it is late.
Who has to file Form 5472, and what triggers it
A foreign-owned US disregarded entity must file Form 5472 for any tax year in which it had a reportable transaction with a related party. In practice almost every foreign-owned single-member LLC has one, because forming the company and funding it are themselves reportable. The form is due April 15, or October 15 if Form 7004 was filed to extend the return. There is no income threshold and no minimum size. An LLC that was formed in the year and did nothing else still has a reportable transaction, because the capital contribution that started it is one.
Three conditions have to be true at once. If all three hold, you file.
- The entity is a domestic disregarded entity, which for these purposes means a US LLC with a single owner that has not elected to be taxed as a corporation.
- At least 25% of it is owned, directly or indirectly, by a foreign person. With a single foreign owner this is 100%, so the test is met.
- It had at least one reportable transaction with a related party during the tax year.
Under Treas. Reg. §301.7701-2(c)(2)(vi), a foreign-owned domestic disregarded entity is treated as a corporation solely for the reporting obligations of IRC §6038A. That single regulation is the reason a one-owner LLC files a corporate information return. The LLC is still disregarded for income tax. It is regarded only for this reporting.
Why a disregarded entity files a corporate form
Form 5472 is titled the Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business. Nothing in that title mentions an LLC, which is why founders routinely conclude it does not apply to them. It applies because the regulation above reclassifies the LLC as a corporation for reporting only.
The consequence is specific and worth stating plainly: Form 5472 is an information return, not a tax return. It reports money moving between you and your LLC. It does not calculate tax, and filing it does not create a US tax liability. A founder with no US-source income who files Form 5472 correctly still owes no US federal income tax on the LLC's profits. The two questions are separate, and conflating them is the most common reason people either panic or ignore the form entirely.
What counts as a related party
A related party is the foreign owner, plus anyone related to that owner, plus any other entity the owner controls. For the typical reader, the related party is simply you.
It also includes your spouse, siblings, ancestors and descendants, and any company you own or control elsewhere. If your UK consultancy invoices your Wyoming LLC, that is a related party transaction, and both sides of it are reportable.
Which transfers you actually have to report
Reportable transactions are set out in Treas. Reg. §1.6038A-2. The categories that matter for a foreign-owned single-member LLC are money and property moving in either direction between the owner and the entity.
This is where most founders get it wrong, so here is the rule stated directly: moving your own money into your own LLC is a reportable transaction. It is not a neutral internal transfer. It is a contribution from a foreign related party to a US reporting entity, and it goes on the form.
The table below compares the four situations that come up most often and whether each one creates a filing obligation.
| Situation in the tax year | Reportable transaction? | Form 5472 required? |
|---|---|---|
| Formed the LLC and paid the state fee from your own funds | Yes, a capital contribution | Yes |
| No activity at all, no bank account, no transfers | No | No |
| Paid yourself from LLC revenue | Yes, a distribution | Yes |
| Paid a formation agent from your personal card on the LLC's behalf | Yes, an amount paid on behalf of the entity | Yes |
The pattern to take from that table is that a genuinely dormant year is rare. If any money moved between you and the company in either direction, including the money that formed it, you file. Only a year with no transfers at all falls outside the requirement. For the full set of categories and how each one is reported, see the reportable transactions that trigger Form 5472.
The pro forma Form 1120 that has to accompany it
Form 5472 is never filed on its own. It is filed as an attachment to a pro forma Form 1120, and the pro forma 1120 is deliberately almost empty.
Write Foreign-owned U.S. DE across the top of the Form 1120. The only information required on it is the name and address of the foreign-owned US disregarded entity and items B and E on page 1. That is the whole requirement. You do not complete the income statement, the balance sheet, or the tax computation, because the entity is not computing any tax.
Items C (date incorporated) and D (total assets) are not required. You may complete them, and where you do, they must agree with Form 5472 Line 1c and the formation date. Complete both or neither. A pro forma 1120 with item D filled in and item C blank is the kind of internal inconsistency worth avoiding.
The entity uses the same tax year its owner uses for US tax purposes, or the calendar year if the owner has none. Most foreign founders have no US tax year, so the answer is almost always the calendar year. A longer walkthrough is at what the pro forma Form 1120 actually requires, and the line-level detail of the 5472 itself is at Form 5472 field by field.
When Form 5472 is due
The deadline is April 15 for a calendar-year entity. Form 7004 extends it to October 15.
Form 5472 is filed as an attachment to the return it accompanies, by that return's due date including extensions. So the extension is not an extension of the 5472 specifically. It is an extension of the pro forma 1120, and the 5472 rides along with it.
Filing an extension does not extend the time to pay anything, but for a disregarded entity with no US tax liability there is usually nothing to pay, which makes Form 7004 unusually low risk here. Form 7004 extends the deadline to October 15.
Where to send it
There is a dedicated address for these filings, and it is not the address in the general Form 1120 instructions. The Instructions for Form 5472 state explicitly that foreign-owned US disregarded entities do not use the Form 1120 address.
Internal Revenue Service
1973 Rulon White Blvd, M/S 6112
Attn: PIN Unit
Ogden, UT 84201
The alternative is fax, to 855-887-7737, sent at 300 DPI or higher. Mail and fax are alternatives, not a sequence. Sending the same year both ways produces two copies of one return in the system. A fuller comparison of the two routes, including what each one leaves you holding as proof, is at where to send Form 5472 and the pro forma 1120.
There is no electronic filing route for a packet like this. A foreign-owned US disregarded entity with no other reason to file cannot e-file its pro forma Form 1120.
The penalty, and how it grows
Under IRC §6038A(d)(1), the penalty for failing to file a complete and accurate Form 5472 on time is $25,000 per form, per year. It applies whether or not the LLC had income, and whether or not any tax was owed.
Under IRC §6038A(d)(2), if the failure continues after the IRS notifies you, an additional $25,000 applies for each 30-day period, or part of one, beginning 90 days after that notification. The continuation penalty is the part that turns a bad year into an unmanageable one, and it is also the part that stops accruing the moment you file.
| Stage | Amount | Statute |
|---|---|---|
| Failure to file on time | $25,000 per form per year | IRC §6038A(d)(1) |
| Continues past 90 days after IRS notice | $25,000 per 30-day period | IRC §6038A(d)(2) |
To restate the load-bearing numbers outside that table: the base penalty is $25,000 for each Form 5472 for each year, and the continuation penalty adds $25,000 for every 30-day period once the 90-day clock after IRS notification has run. Three unfiled years is $75,000 of base exposure before any continuation penalty is counted.
There is a second consequence that is easy to miss and often matters more than the money. Under IRC §6501(c)(8), an unfiled Form 5472 tolls the statute of limitations on the entire return, not just on the form. The assessment window does not begin until the information is filed, so a year with a missing 5472 stays open indefinitely. This is covered at how the statute of limitations works when Form 5472 was never filed.
If your LLC is foreign-owned with a single related party and standard transactions, filetax.co generates your completed Form 5472 and pro forma 1120 packet in under 15 minutes for $99.
If you are already late
Late is a recoverable position, and the first thing to understand is that the penalty is not automatic in the sense of being unappealable. IRC §6664(c) provides a reasonable cause defence, and IRM 20.1.1.3.6.1 sets out the framework examiners actually apply when they assess it.
Reasonable cause turns on what you knew, when you knew it, and what you did once you knew. A founder who was never told the form existed by the formation agent, discovered it while opening a bank account, and filed within weeks of discovering it has a genuine narrative. A founder who received an IRS notice and waited a year does not.
File the missing years. The continuation penalty under IRC §6038A(d)(2) runs on time, so every 30-day period spent deciding is a period that can be assessed.
If your situation involves multiple years of unfiled returns, actual US-source income, or more than four related parties, an automated tool is not the right solution. A qualified CPA review is the appropriate next step. Where the exposure is a single current year with ordinary transactions, the $99 filing covers it, and a reasonable cause letter is $199 for one letter covering every year.
Records you are required to keep
Treas. Reg. §1.6038A-3 requires the reporting entity to keep records sufficient to establish the accuracy of the return. For a single-member LLC with one foreign owner this is not onerous, but it is not optional either.
Keep the formation documents, the EIN assignment letter, bank statements for every account the LLC holds, and a record of every transfer between you and the company with its date, amount and direction. If you paid company costs from a personal card, keep that evidence too, because those are the amounts paid on behalf of the entity that go on the form.
What to do now
Start by establishing which years are open. List every year since formation, mark the ones where money moved between you and the LLC in either direction, and treat each of those as a required Form 5472. The formation year is almost always one of them, so do not assume the first year was empty.
Then file the current year on time and deal with any earlier years deliberately rather than all at once. If you need the mechanics rather than the overview, the Form 5472 filing checklist is the step by step version of this page. For a single current year with one related party and ordinary transactions, filetax.co produces the completed Form 5472 and pro forma 1120 packet in under 15 minutes for $99. Where there are several unfiled years or real US-source income, a qualified CPA review is the right next step instead.
Common questions about Form 5472
Do I need to file Form 5472 if my LLC had no income?
Yes. Form 5472 reports transactions between the LLC and its foreign owner, not profit. An LLC with zero revenue that received a capital contribution from its owner has a reportable transaction and must file. The $25,000 penalty applies to a no-income year exactly as it does to a profitable one.
Do I file Form 5472 if my LLC was completely dormant?
Only if no money moved in either direction during the year. A truly dormant year with no transfers, no expenses paid on the entity's behalf and no contributions has no reportable transaction, and no Form 5472 is required. The formation year is rarely dormant in this sense, because funding the company is itself reportable.
What is the penalty for filing Form 5472 late?
The penalty is $25,000 per form, per year, under IRC §6038A(d)(1). If the failure continues after the IRS notifies you, an additional $25,000 applies for each 30-day period beginning 90 days after that notice, under IRC §6038A(d)(2).
Can I file Form 5472 by itself?
No. Form 5472 must be attached to a pro forma Form 1120 with "Foreign-owned U.S. DE" written across the top. A Form 5472 sent alone is not a complete filing.
Where do I mail Form 5472?
Send it to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201. This is a dedicated address and it is not the address printed in the general Form 1120 instructions.
Can I fax Form 5472?
Yes. The fax number is 855-887-7737 and the transmission should be at 300 DPI or higher. Use either fax or mail, not both, because sending the same year twice puts two copies of one return into the system.
Can Form 5472 be filed electronically?
No. A foreign-owned US disregarded entity that has no other reason to file cannot e-file the pro forma Form 1120, so the packet goes by mail or by fax.
What is the deadline for Form 5472?
April 15 for a calendar-year entity. Form 7004 extends the deadline to October 15. Form 5472 is filed as an attachment to the return it accompanies, by that return's due date including extensions.
Is my single-member LLC really required to file a corporate form?
Yes. Treas. Reg. §301.7701-2(c)(2)(vi) treats a foreign-owned domestic disregarded entity as a corporation for the reporting obligations of IRC §6038A. The LLC remains disregarded for income tax purposes.
Does filing Form 5472 mean I owe US tax?
No. Form 5472 is an information return. It reports transactions and calculates nothing. A foreign owner with no US-source income who files Form 5472 correctly still owes no US federal income tax on the LLC's profits.
Is transferring my own money into my own LLC really reportable?
Yes. A contribution from the foreign owner to the entity is a reportable transaction under Treas. Reg. §1.6038A-2. It is not treated as an internal movement of your own funds, because for this purpose the LLC and its owner are separate parties.
How many years back do I have to file?
Every year in which there was a reportable transaction and no Form 5472 was filed remains open. Under IRC §6501(c)(8) the statute of limitations on the whole return does not begin to run until the information is filed, so old years do not expire on their own.
What is a related party for Form 5472?
The foreign owner, the owner's spouse, siblings, ancestors and descendants, and any other entity the owner controls. For most single-member LLCs with one foreign owner, the related party is the owner alone.
Do I need an EIN to file Form 5472?
Yes. The LLC needs its own EIN, and a foreign owner can obtain one without a Social Security number. A foreign owner applies for it directly from the IRS rather than through the formation agent.
What if I have more than one related party?
A separate Form 5472 is required for each related party with which the entity had reportable transactions. Three related parties means three forms for that year, and the $25,000 penalty is assessed per form.
Does Form 5472 replace the FBAR?
No. They are different regimes with different triggers and different agencies. Form 5472 reports related party transactions of the US entity. The FBAR reports foreign financial accounts held by US persons, which a non-resident owner generally is not.
Can the $25,000 penalty be removed?
Sometimes. IRC §6664(c) provides a reasonable cause defence, and IRM 20.1.1.3.6.1 sets out the framework examiners use to evaluate it. The strength of the case depends on what you knew, when you knew it, and how quickly you filed once you knew.
What tax year does my LLC use?
The same tax year its owner uses for US tax filing purposes, or the calendar year if the owner has none. Most foreign owners have no US tax year, so the calendar year applies.
Does an IRS notice mean the penalty is final?
No. A notice starts a clock rather than ending the matter. Under IRC §6038A(d)(2) the continuation penalty begins 90 days after notification, which makes responding quickly the single most valuable action available.
What happens to the years I file late?
Filing stops the continuation penalty from accruing further and starts the limitations period under IRC §6501(c)(8) that had never begun. Whether the base penalty is assessed or abated then turns on the reasonable cause position.
Related pages
Continue reading
Form 5472 Instructions for a Foreign-Owned LLC, Part by Part →
A single-member LLC with a foreign owner names the owner in Parts II and III, reports loans and payments for services in Part IV, and ticks Part V with a statement listing money put in and taken out.
Form 5472 FAQ - 35 Questions Foreign LLC Owners Ask →
Thirty-five questions foreign founders ask about Form 5472: who has to file, when it is due, what the $25,000 penalty applies to, and what to do when years are already late.
Pro Forma 1120: What It Is and Every Field You Complete →
A Pro Forma 1120 is a Form 1120 filed as a cover sheet for Form 5472. It computes no tax. Only the name and address block, Item B and Item E are completed. Everything else stays blank.