Form 5472 for Foreign-Owned US LLCs: Who Files, When, How

Short answer: Form 5472 is the information return a foreign-owned US company uses to report its transactions with its foreign owner and other related parties. If you're a non-resident and you wholly own a single-member US LLC, the LLC must file Form 5472 attached to a pro forma Form 1120 for every year it has a reportable transaction, and money you put in or take out counts. For a calendar-year LLC the deadline is April 15, it can't be e-filed, and the penalty for not filing is $25,000.

Your LLC may owe no US income tax at all. That doesn't exempt it from Form 5472. Below, based on the IRS instructions, is who has to file, what gets reported, when and how to send it, and the mistakes founders make most often.

Who has to file Form 5472?

Per the IRS instructions, Form 5472 is filed by a "reporting corporation", which is either:

• A 25% foreign-owned US corporation: a US corporation that, at any time during the tax year, has at least one foreign shareholder owning, directly or indirectly, at least 25% of the voting power or the value of its stock.
• A foreign corporation engaged in a US trade or business.

The rule that matters for most non-resident founders is the third one: the foreign-owned US disregarded entity (DE). Per the IRS, a single-member LLC is disregarded as separate from its owner for income tax unless it elects corporate treatment on Form 8832. The Form 5472 instructions add that, for tax years beginning on or after January 1, 2017, a US DE wholly owned by a foreign person is treated as a separate corporation for the purposes of this reporting requirement. So an LLC that has no income tax return of its own still has to behave like a corporation for Form 5472.

Per the IRS, an LLC with two or more members is classified as a partnership by default. This guide covers only the single-member, wholly foreign-owned LLC; if you have co-founders in the LLC, confirm your filings with a US tax professional.

Not sure you need a US entity in the first place? Start with our do I need a US company test.

What is a pro forma Form 1120?

Form 1120 is the US corporate income tax return. A foreign-owned DE has no real income tax return to file, so the instructions require Form 5472 to be attached to a "pro forma" Form 1120 with only a few items completed.

Per the instructions, the only information required on the pro forma Form 1120 is:

• The LLC's name and address
• Item B on page 1, which the Form 1120 instructions define as the employer identification number (EIN)
• Item E on page 1 (the initial return, final return, name change and address change boxes)

You also write "Foreign-owned U.S. DE" across the top of the Form 1120.

What counts as a reportable transaction?

Per the instructions, a reportable transaction is any of the following:

• Part IV: transactions such as sales, rents, amounts borrowed or loaned, where money was the sole consideration
• Part V: for foreign-owned DEs only. Amounts paid or received in connection with the formation, dissolution, acquisition and disposition of the entity, including contributions to, and distributions from, the entity
• Part VI: nonmonetary transactions, or transactions for less than full consideration, with a foreign related party

In plain terms: wiring your own money into the LLC's bank account, or transferring money from the LLC to yourself, is something Form 5472 has to report. Part V transactions are described on a statement attached to the form.

Under the first exception in the instructions, no Form 5472 is required for a year with no reportable transactions in the relevant parts. But even the capital you put in during the formation year is a Part V transaction. If you believe a year had no transactions at all, make that call with a US tax professional.

The related party definition matters too: per the instructions, any direct or indirect 25% foreign shareholder of the reporting corporation is a related party. In a single-member LLC, that's you. A separate Form 5472 is filed for each related party with a reportable transaction.

What the form asks about the owner

Per the instructions, a foreign-owned DE:

• Checks the foreign-owned U.S. DE box on Part I, line 3
• Reports the foreign owner on the 25% foreign shareholder lines in Part II
• Enters the owner's foreign taxpayer identification number (FTIN), if any, or "None" or "N/A"
• Completes Part III (related party); the instructions say all filers complete Part III even if the related party is already listed in Part II

Check the current instructions line by line for which items apply to you.

The EIN requirement

Item B on the pro forma Form 1120 is the company's EIN, and the Form 1120 instructions say a corporation without one must apply for it. The SS-4 instructions tell a foreign-owned DE requesting an EIN to file Form 5472 to check "Other" on line 9a and write "Foreign-owned U.S. disregarded entity-Form 5472", and to write "Foreign-owned U.S. disregarded entity filing Form 5472" on line 10. The full process is in our guide to getting an EIN without an SSN.

Deadline and extension

Form 5472 is due with the pro forma Form 1120, by that return's due date including extensions. Per the Form 1120 instructions, the return is generally due on the 15th day of the 4th month after the tax year ends; if that day falls on a weekend or legal holiday, you can file on the next business day. For a calendar-year LLC, that means April 15.

Which tax year? Per the Form 5472 instructions, a foreign-owned DE uses the same tax year its owner uses for US tax filing purposes, or the calendar year if the owner has none.

Extension: per the instructions, a foreign-owned DE can request more time with Form 7004. Watch three details:

• File Form 7004 by the regular (unextended) due date
• Enter the Form 1120 code on Form 7004, Part I, line 1
• Send Form 7004 to the Form 5472 fax number or mailing address below, not to the regular Form 7004 address

Per the Form 7004 instructions, the automatic extension is generally 6 months, and it extends the time to file, not the time to pay any tax due.

How to file: fax or mail only

The instructions are explicit: a foreign-owned US DE cannot file Form 5472 electronically. The accepted methods are:

Don't use the mailing address in the Form 1120 instructions. Fax numbers and addresses can change, so check the current instructions before you send anything.

Penalties

Per the instructions:

• A $25,000 penalty applies to a reporting corporation that fails to file Form 5472 when due and in the manner prescribed.
• A substantially incomplete Form 5472 counts as a failure to file.
• Failing to maintain the required records carries the same $25,000 penalty.
• If the failure continues more than 90 days after the IRS notifies you, an additional $25,000 applies for each related party and for each 30-day period (or part of one) after the 90 days end.
• Criminal penalties may also apply for failing to submit information or for filing false or fraudulent information.

Recordkeeping

Per the instructions, a reporting corporation must keep permanent books and records sufficient to establish the correctness of its return, including records relevant to its related-party transactions. The detailed rules are in Regulations section 1.6038A-3, with special rules for small corporations and de minimis related-party transactions.

In practice: keep the bank statement or transfer confirmation for every amount you put into or take out of the LLC, with the date, amount and purpose. Planning the money flow at formation, as our US LLC guide suggests, makes this much easier.

Common mistakes

• Assuming "no income, no filing": Form 5472 is triggered by related-party transactions, not income, and contributions and distributions count.
• Trying to e-file, or mailing to the regular Form 1120 address
• Forgetting "Foreign-owned U.S. DE" at the top of the Form 1120
• Sending Form 7004 to the regular address, or after April 15
• Leaving out the statement describing Part V transactions
• Not keeping records of contributions and distributions
• Thinking the state matters: Form 5472 is federal, whatever you decide in Delaware vs Wyoming
• Mixing up forms: the W-8BEN goes to the platform paying you; it doesn't replace the annual Form 5472 filed with the IRS

FAQ

Who has to file Form 5472? Per the IRS instructions: 25% foreign-owned US corporations, foreign corporations engaged in a US trade or business, and US disregarded entities wholly owned by a foreign person, which includes a single-member LLC owned by a non-resident. No form is needed for a year with no reportable transactions.

Is putting money into my LLC a reportable transaction? Yes. Per the instructions, contributions to and distributions from a foreign-owned DE are Part V reportable transactions.

When is Form 5472 due? With the pro forma Form 1120: April 15 for a calendar-year LLC. You can request an extension on Form 7004, but it must also be filed by the regular due date.

Can I e-file Form 5472? No. A foreign-owned DE sends it by fax or mail to the number and Ogden address in the instructions.

What is the penalty for not filing Form 5472? $25,000, plus another $25,000 for each 30-day period the failure continues more than 90 days after IRS notice.

Do I need an EIN to file Form 5472? Yes. Item B on the pro forma Form 1120 is the company's EIN, and the SS-4 instructions include a specific notation for foreign-owned DEs requesting an EIN to file Form 5472.

The takeaway

A single-member US LLC owned by a non-resident files no income tax return, yet still owes Form 5472 attached to a pro forma Form 1120, by fax or mail, for every year with a reportable transaction. Money in and money out both count, and a missed filing starts at $25,000. Keep clean records from day one and prepare the filing with a US tax professional.

If you'd like this annual calendar built in when your company is formed, see our US company formation consulting.

Sources and scope

• IRS, Instructions for Form 5472 (rev. 12/2024): reporting corporation, 25% foreign shareholder, foreign-owned DE rule, pro forma Form 1120, reportable transactions and Part V, exceptions, related party, tax year, Form 7004 extension, fax number and Ogden address, no e-filing, $25,000 penalty, 90-day and 30-day additional penalty, recordkeeping
• IRS, About Form 5472: current form and instructions
• IRS, Instructions for Form 1120: due date rule, weekend rule, Item B (EIN)
• IRS, Instructions for Form 7004: automatic extension period, extension doesn't extend time to pay
• IRS, Instructions for Form SS-4: lines 9a and 10 notation for foreign-owned DEs
• IRS, Limited liability company (LLC): default classification of single- and multi-member LLCs, Form 8832

Information checked on 14 October 2026. This is general information, not legal or tax advice. Prepare Form 5472 and the pro forma Form 1120 with a US tax professional (for example a CPA or enrolled agent), and check your home-country reporting with a local accountant. IRS fax numbers, addresses, amounts and form lines can change; check the current instructions on the official page before filing.