US LLC Owned From Vietnam: A Treaty That Never Took Effect, and Form 5472
Summary
Vietnam's personal income tax year and the LLC's US year are both January to December. The LLC files Form 5472 by April 15; you finalize in Vietnam by the end of April. No treaty applies.
Vietnamese founders searching about their US LLC often find references to a US-Vietnam tax treaty. It exists on paper. It has never applied to anyone.
The treaty that was signed and never took effect
The US and Vietnam signed an income tax treaty on July 7, 2015. Vietnam ratified it in 2017. The US Senate has not ratified it, so it has never entered into force. For US tax purposes, a Vietnam-resident owner is in the same position as someone from a country with no treaty at all.
For the LLC's US filing, that changes nothing, because no treaty removes an information return. A single-member LLC owned from Vietnam is treated as a corporation for this reporting under Treas. Reg. §301.7701-2(c)(2)(vi), and IRC §6038A requires it to file Form 5472 with a pro forma Form 1120 every year it has a transaction with you.
Where the missing treaty does matter is in anything involving income tax between the two countries, which is a question for an adviser, not this page.
The two years line up
| IRS: the LLC | Vietnam: you | |
|---|---|---|
| Year | January 1 to December 31 | January 1 to December 31 |
| Filing | Form 5472 with a pro forma Form 1120 | Personal income tax finalization, if you finalize yourself |
| Due | April 15 (October 15 with Form 7004) | The last day of the fourth month, usually April 30, moved when it falls on a holiday |
| Authority | IRS, by mail or fax to Ogden, Utah | Vietnam's Tax Department, which replaced the General Department of Taxation on March 1, 2025 |
The two deadlines fall two weeks apart, covering the same twelve months, so the same bank records serve both.
A Hanoi example
Minh builds mobile games in Hanoi. In 2025 he owned a Wyoming LLC that received app store payouts.
- March 2025: he paid the LLC's formation and first agent fees, $215, from his own card.
- Through 2025: app stores paid the LLC $41,000.
- Quarterly: the LLC paid him $7,500, $30,000 across the year.
The LLC's 2025 Form 5472, due April 15, 2026, reports the $215 and the $30,000. App store payouts are not on it; app stores are not related parties. Minh's Vietnamese finalization for 2025, due in early May 2026 that year because of the holidays, is where his adviser reflects his income in Vietnam.
How Vietnam-based owners usually find out
Usually through the bank or payment platform asking for the LLC's US filings, or through a sale or investment. If years have passed without a Form 5472, file them together with a statement explaining why; the penalty for a missing return is $25,000 per form, and the missed Form 5472 page sets out the route. The reportable transactions page shows what counts, and the Shopify seller page follows a store run from the region.
For a single-owner LLC with ordinary transactions, FileTax prepares the Form 5472 and pro forma Form 1120 in under 15 minutes for $99 per year.
Questions Vietnam-based owners ask
Is there a US-Vietnam tax treaty?
One was signed in 2015 but has never entered into force, because the US has not ratified it. No treaty currently applies.
Would the treaty remove Form 5472 if it took effect?
No. Treaties deal with income tax. Form 5472 is an information return and would still be required.
Are the US and Vietnamese tax years the same?
Yes, both run January to December, which makes it easy to prepare both filings from one set of records.
Do app store payouts go on Form 5472?
No. They are payments from unrelated platforms. What goes on it is money between you and the LLC.
Related pages
Continue reading
Shopify Southeast Asia Sellers With US LLCs - Form 5472 and What Shopify Does Not Tell You →
Shopify sellers in Vietnam, Thailand, Indonesia and the Philippines who own US LLCs file Form 5472 for any year the LLC has a reportable transaction with its owner. Most trading years have one.
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.
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.