IRS CP15 and CP215 Notices for Foreign LLCs - What Each Means and Exact Next Steps
Summary
A CP15 or CP215 notice means the IRS has assessed the Form 5472 penalty against your LLC. The continuation clock starts at the 90-day mark from notice mailing.
A CP15 or CP215 notice is the IRS's formal assessment of the $25,000 penalty for a missed Form 5472. Both notices signal the same underlying assessment but differ in which side of the IRS issued them. Both start the same procedural clock: 90 days before continuation penalty under IRC §6038A(d)(2) kicks in, and 30 days to respond to preserve the strongest abatement position.
What a CP15 or CP215 notice means and how long you have
CP15 and CP215 are IRS penalty assessment notices. CP15 is issued from the individual side (when the foreign owner is identified personally), CP215 from the business side (when the LLC is the assessment subject). Both are responded to with Form 843 plus a written reasonable cause statement under §6664(c). The continuation penalty under §6038A(d)(2) starts after 90 days from the notice mailing date, accruing $25,000 per 30-day period thereafter. Respond within 30 days to preserve appeal rights.
How to identify which notice you have
The notice number is printed in the upper right of the first page. Look for "CP15" or "CP215" near the heading. The header text typically reads "Notice of Penalty Charge" (CP15) or "We charged you a penalty under Section 6038A(d)" (CP215).
| Notice | Issued from | When it shows up for a foreign-owned LLC |
|---|---|---|
| CP15 | The individual side, where the IRS has identified the foreign owner personally | Less common. |
| CP215 | The business side, where the LLC is the assessment target | More common, because the LLC is the reporting corporation under §6038A. |
Both notices contain:
- The dollar amount of the assessed penalty
- The tax year(s) the penalty relates to
- The deadline for response (typically 30 days from notice date)
- The reference to the underlying filing failure (Form 5472)
- The IRS contact address and phone number
What the notice means substantively
A CP15 or CP215 indicates that:
1. The IRS has determined that Form 5472 was not filed for the year referenced.
2. The base penalty under §6038A(d)(1) has been assessed at $25,000 per form per year.
3. The notice serves as the formal notification under §6038A(d)(2).
This third point is critical. The notice itself starts the 90-day window before continuation penalties apply. If you do nothing for 90 days after the notice mailing date, the continuation penalty under §6038A(d)(2) begins accruing at $25,000 per 30-day period (or fraction thereof). This stacks on top of the base penalty.
The procedural timeline
The dates that matter:
Day 0: IRS mails the notice. The 90-day notice period begins.
Day 30 (approximate): Standard 30-day response window expires. After this, your appeal rights at the IRS Independent Office of Appeals may be limited if you have not requested them in writing.
Day 90: End of the 90-day notice period under §6038A(d)(2). On Day 91, the first 30-day period of continuation penalty applies, even for a fraction of that period. An additional $25,000 is added.
Day 120: End of the first 30-day continuation period. If still unfiled, another $25,000 applies for the second 30-day period (or fraction).
Day 135 (example from Treas. Reg. §1.6038A-4): If Form 5472 is finally filed at this point, the total penalty for one year is $75,000: base + first 30-day continuation + fraction of second 30-day period.
The continuation penalty does not have a maximum cap. It accrues every 30 days until Form 5472 is filed.
How to respond
The standard response to CP15 or CP215 is:
1. File Form 843 (Claim for Refund and Request for Abatement) within 30 days of the notice date. Form 843 is the procedural vehicle for requesting penalty abatement.
2. Attach a written reasonable cause statement under §6664(c). The statement explains why the failure occurred and requests abatement based on ordinary business care and prudence.
3. File the underlying Form 5472 + Pro Forma 1120 if not previously filed. The continuation penalty stops accruing only when the underlying form is filed. A Form 843 abatement request without the underlying filing is incomplete.
4. Include supporting documentation. LLC formation documents, EIN assignment letter, evidence of foreign residency, evidence of when the requirement was first discovered.
5. Send by certified mail with return receipt to the address on the notice (typically Ogden Submission Processing Center).
The mechanics of Form 843 for §6038A cases are covered in detail in Form 843 for Form 5472 Penalty Abatement.
What stops the continuation penalty
Per Treas. Reg. §1.6038A-4(d)(3), the continuation penalty ceases to accrue when the underlying failure is corrected. For Form 5472 cases, this means:
- Filing the missing Form 5472 + Pro Forma 1120 stops the continuation
- Filing alone does not abate the assessed penalty (you still need Form 843 + reasonable cause statement to seek abatement)
- The continuation that already accrued before filing remains assessed
If you receive a CP15 or CP215 and have not yet filed the underlying year's Form 5472, file it immediately along with Form 843. Do not wait.
Where to mail the response
The address on the CP15 or CP215 notice is the controlling response address. For most foreign-owned LLC cases, this is the Ogden Submission Processing Center.
If filing the underlying Form 5472 + Pro Forma 1120 along with Form 843 (because the late return was never filed), the original return goes to the dedicated Ogden address for foreign-owned DEs:
Internal Revenue Service 1973 Rulon White Blvd, M/S 6112 Attn: PIN Unit Ogden, UT 84201
Fax: 855-887-7737.
The Form 843 can reference the late filing being submitted concurrently.
What does not work
Ignoring the notice. The penalty assessment stands. Continuation begins on Day 91. The IRS retains assessment authority indefinitely under IRC §6501(c)(8).
Calling the IRS general number to dispute. The general 800 line cannot abate a §6038A penalty. Abatement requires Form 843 with a written reasonable cause statement.
Returning the notice unopened. "Return to sender" handling does not stop processing. The notice is deemed delivered at the address of record.
Filing only the late Form 5472 without Form 843. This stops continuation but does not address the assessed base penalty. The IRS continues to pursue collection of the assessed amount.
Trying First-Time Abatement (FTA). FTA does not apply to §6038A penalties.
What to do in the 30 days after the notice
If you have received a CP15 or CP215 notice for a Form 5472 penalty, the right action in the next 30 days is:
- File Form 843 with a written reasonable cause statement under §6664(c)
- File the underlying late Form 5472 + Pro Forma 1120 if not already filed
- Send by certified mail to the address on the notice
- Document everything
For notice cases, CPA review of the abatement arguments is appropriate because the IRS has already taken a position by assessing the penalty. The procedural mechanics are covered in Form 843 for Form 5472 Penalty Abatement. The full diagnostic for late filers is at Missed Form 5472: Penalty Exposure, Relief Paths, and How Bad Your Case Actually Is. For the immediate panic action plan, see What to Do Right Now. For multi-year cases, see Filed 5472 Multiple Years Late.
The IRS's official Form 843 page is at IRS.gov/Form843.
Questions about responding to the notice
How long do I have to respond to a CP15 or CP215?
The notice typically gives 30 days to respond. Filing Form 843 within that window preserves the strongest procedural position. After 90 days from the notice mailing date, continuation penalty under §6038A(d)(2) begins accruing.
Can I dispute the penalty over the phone?
No. §6038A penalty abatement requires a written request via Form 843 with a reasonable cause statement. The IRS general phone line does not have authority to abate these penalties.
Does the continuation penalty actually apply if I respond promptly?
The continuation penalty under §6038A(d)(2) does not begin until 90 days after the notice mailing. If you file Form 843 and the underlying Form 5472 within the first 30-90 days, you generally avoid continuation entirely. The base $25,000 penalty under §6038A(d)(1) is what Form 843 addresses.
What if my LLC's mailing address has changed since formation?
The IRS uses the address of record for the LLC. If the LLC's address has changed and the IRS has not been notified (via Form 8822-B), the notice may have been mailed to the old address. Check with your registered agent or formation service whether they received and forwarded the notice. You are still responsible for response within the original timeline.
Can I appeal a denied Form 843?
Yes. A denied Form 843 can be appealed to the IRS Independent Office of Appeals within 30 days of the denial letter. Appeals offers a fresh review by a different examiner. Many initial denials are reversed at Appeals when the case is presented well.
Will the IRS file a lien if I do not respond?
For unpaid §6038A penalties, the IRS may file a federal tax lien after the assessment becomes final and unpaid. The Notice of Federal Tax Lien process involves separate notices (Letter 1058 or LT11). Responding promptly to the CP15 or CP215 typically prevents reaching this stage.
The notice says $25,000. Why do people say it can become $75,000?
Because of the continuation penalty under IRC §6038A(d)(2). The assessment on the notice is the base $25,000 under §6038A(d)(1). If Form 5472 is still unfiled 90 days after the notice mailing date, another $25,000 accrues for the first 30-day period, and another for each further 30-day period or fraction of one. A filing that lands on day 135 has run the base, the first full continuation period and a fraction of the second: $25,000 + $25,000 + $25,000 = $75,000.
Does responding to the notice pause the 90 days?
No. The clock runs from the notice mailing date and nothing you send pauses it. Only filing the missing Form 5472 stops the continuation penalty from accruing. Send the abatement request and the missing return together rather than sending the request first and the return later.
I received the notice after the 90 days had already passed. What now?
File the missing Form 5472 immediately, because each further 30-day period adds another $25,000 while it stays unfiled. Then file Form 843 with a reasonable cause statement under IRC §6664(c), and include the forwarding delay as part of the account of what happened. Delivery is legally effective on the mailing date, so the delay does not extend your deadline, but it is a fact the examiner should have.
Is a CP215 worse than a CP15?
No, they are the same penalty from different sides of the IRS. CP15 is issued where the foreign owner is the assessment subject personally, CP215 where the LLC is. The response is the same: Form 843 with a written reasonable cause statement under IRC §6664(c), plus the underlying return if it is still unfiled.
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