Form 5472 for a Dormant LLC: Does a Quiet Year Need a Return?
Summary
A year needs no Form 5472 only if nothing passed between the LLC and its foreign owner or related parties. If you paid its state fee or agent renewal yourself, the year needs a return.
"The LLC did nothing this year" is the most common reason founders give for not filing. Sometimes it is right. Form 5472 is required for a year in which the LLC had a reportable transaction with a foreign related party, under IRC §6038A and Treas. Reg. §1.6038A-2. A year with none may not need a return. The trouble is that "did nothing" and "had no transactions with you" are different tests, and most quiet years pass the first and fail the second.
Four questions for the quiet year
Answer them for January 1 to December 31 of the year in question.
1. Did you pay anything for the LLC from your own money? The state annual report fee, the Delaware tax, the registered agent renewal, a domain, a software subscription. If yes, that is a reportable transaction.
2. Did you put any money into the LLC's account? Even a small top-up to keep the account open counts.
3. Did the LLC pay you anything, or pay anything on your behalf? A transfer to your account, a payment of your personal bill.
4. Did the LLC deal with any company you own, or any relative? Loans, payments, goods.
All four no: the year may not need a Form 5472. Keep the records that show it, because a bank or the IRS may ask why nothing was filed.
Any yes: the year needs a Form 5472 and pro forma Form 1120, even with no revenue at all.
Why question 1 catches nearly everyone
A dormant LLC still has running costs: its state's annual fee and a registered agent. If the LLC has no money in its own account, those are paid by the owner, and each payment is a transaction between the owner and the LLC. So the most common "dormant" year, an LLC with an empty bank account whose owner keeps it alive, is exactly the year that needs a return.
| The quiet year looked like this | Form 5472 needed? |
|---|---|
| LLC's own balance paid its Delaware tax; you did nothing | May not be needed |
| You paid the Delaware tax from your card | Yes |
| Your agent renewal auto-charged your personal card | Yes |
| You topped up the LLC's account by $200 to stop it closing | Yes |
| No bank account, no fees paid by anyone, LLC lapsed with the state | May not be needed, but check the state status |
Keeping an LLC truly dormant
If you want a year with nothing to report, the LLC has to pay its own costs from its own account, from money that went in during an earlier year, and you must not move money in or out. That is rarely how founders run a paused company, which is why dormant years usually still file.
The simpler choice is often to file the short return each year: for a dormant LLC with one or two owner-paid fees, the Form 5472 lists just those payments.
If the LLC is not coming back
A company you have stopped using still owes its state fees and its yearly return for as long as it exists. If it is finished, dissolving it ends both, after one final return for the closing part-year; the final return page covers the steps.
If a quiet year was skipped and it had a transaction
It is a missed return like any other. A missing Form 5472 carries a $25,000 penalty per form, and the route back is to file every open year together with a statement explaining why; the missed Form 5472 page sets it out. The reportable transactions page lists what counts, in case a year you thought was empty was not.
FileTax prepares the Form 5472 and pro forma Form 1120 for a quiet year in under 15 minutes for $99: for a dormant LLC, usually a return listing one or two owner-paid fees.
Questions about dormant LLCs
My LLC had no revenue and no bank activity. Do I file?
Check who paid its state fee and agent. If you did, from your own money, the year needs a return. If no one paid anything and nothing moved, it may not.
Is there a minimum amount below which I do not file?
No. A $60 fee you paid for the LLC is a reportable transaction.
Should I file an empty Form 5472 just in case?
A Form 5472 reports transactions; with none, there is nothing to put on it. Keep the records that show the year was empty instead.
Related pages
Continue reading
Reportable Transactions on Form 5472: 18 Common Ones, Yes or No →
Funding the LLC, paying its fees yourself, loans and distributions are all reportable. Customer payments, suppliers and moving money between the LLC's own accounts are not.
Form 5472: The Complete Guide for Foreign-Owned US LLCs →
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.
Final Return for a Dissolved LLC - The Form 5472 You Still Owe →
Closing the LLC does not end the Form 5472 obligation. It creates one final filing, covering a short year that ends on the date dissolution took effect with the state.