Form 5472 for Foreign-Owned US LLCs: Complete Guide

If you are not a US person and own a US single-member LLC, the LLC generally must file Form 5472 with a pro forma Form 1120 for every year it has a reportable transaction with you, such as a capital contribution or distribution, even with no income. The penalty for not filing is $25,000 for each year, per related party.

Last reviewed September 23, 2026

Form 5472 surprises a lot of foreign founders. You formed a US LLC online, opened a bank account and started selling. Nobody mentioned an annual IRS filing, and the LLC may not have made a profit. Yet in many of these cases the IRS expects a form every year, and the penalty for missing it is large.

This guide covers who has to file, what triggers the requirement, when and how to file, the penalties and what to do if you're behind. To check your own LLC first, the free Form 5472 Checker works through it year by year.

What is Form 5472?

Form 5472 is an information return. It doesn't calculate tax. It tells the IRS about transactions between a US company and its foreign owner (and certain other "related parties").

Normally Form 5472 is filed by US corporations that are at least 25% foreign-owned. Since 2017, the rule also reaches a group that many people don't expect: US single-member LLCs owned by a foreign person.

Here's why. For income tax, a single-member LLC is usually a "disregarded entity" (DE). That means the IRS ignores the LLC and treats its income as the owner's income. But Treasury regulations say that a domestic DE with one foreign owner, directly or indirectly, is treated as a domestic corporation for the purposes of IRC section 6038A, the law behind Form 5472 (Treas. Reg. §301.7701-2(c)(2)(vi)). So, for this one reporting rule only, your LLC is treated like a corporation and must report its dealings with you.

The rule applies to "taxable years of entities beginning after December 31, 2016, and ending on or after December 13, 2017." For a calendar-year LLC, 2017 is the first year it can apply.

Who has to file Form 5472?

The table below summarises the common setups. "US person" here means a US citizen, green-card holder, US tax resident or US company.

The foreign owner can be an individual or a company, and ownership can be direct or indirect. If ownership runs through other entities, have a professional map the chain.

Two details are easy to miss:

• A separate Form 5472 is filed for each related party. The Instructions for Form 5472 say to "file a separate Form 5472 for each foreign or U.S. person who is a related party." For most single-owner LLCs that means one form a year. If you also have your own foreign company that bills the LLC, that company may need its own form.
• The LLC's tax year follows its owner's. The instructions say the foreign-owned DE "has the same tax year used by its owner for U.S. tax filing requirements or, if none, the calendar year." Most foreign owners with no US filing obligation therefore use the calendar year.

What counts as a reportable transaction?

This is where most confusion comes from. The requirement is triggered by transactions, not profit. Even an LLC with zero revenue usually has at least one reportable transaction in the year it was formed.

Under Treas. Reg. §1.6038A-2(b)(3) and the Instructions for Form 5472 (Parts IV, V and VI), reportable transactions include:

• Sales and purchases of stock in trade (inventory)
• Sales and purchases of tangible property other than stock in trade
• Rents and royalties paid and received
• Sales, purchases, and amounts paid/received for use of intangible property
• Consideration paid and received for technical, managerial, engineering, construction, scientific, or other services
• Commissions paid and received
• Amounts loaned and borrowed (beginning/ending balances or monthly average)
• Interest paid and received
• Premiums paid and received for insurance and reinsurance
• Other amounts paid or received that are taken into account in computing taxable income
• Foreign-owned DEs only (Part V): any other transaction under Reg. §1.482-1(i)(7), including amounts paid or received in connection with the formation, dissolution, acquisition, and disposition of the entity, including contributions to and distributions from the entity. Examples are owner capital contributions, the owner paying LLC expenses, and distributions to the owner.
• Nonmonetary and less-than-full-consideration transactions with the foreign related party (Part VI)

In everyday terms, the ones that catch foreign-owned LLCs are:

• Putting money in. Funding the LLC's bank account, even with a tiny amount, is a capital contribution. See our guide to the $1 contribution trap.
• Paying the LLC's costs yourself. Formation fees, registered-agent fees, state fees, software or ads paid from your personal card.
• Taking money out. Distributions or owner draws paid from the LLC to you.
• Loans. Money lent between you and the LLC, in either direction.
• Services or sales between the LLC and you or your other companies.

The regulations don't set a minimum dollar amount for these. The instructions do allow some amounts of $50,000 or less to be reported as "$50,000 or less," and they accept a reasonable estimate (within 75% to 125% of the actual amount) in some cases. Your preparer can tell you whether that applies to a particular line.

Do I need to file if my LLC made no money?

Often, yes. Income is not the trigger. If any reportable transaction happened between you and the LLC during the year, the LLC generally has to file, even if it had no sales at all.

The flip side: if genuinely nothing moved between you and the LLC in a year (no contributions, no expenses paid by you, no distributions, no loans, no services), that year may not require a Form 5472. The formation year almost never falls into this category, because someone paid to form the LLC.

When is Form 5472 due?

Form 5472 is attached to a pro forma Form 1120 and is due by the Form 1120 due date: the 15th day of the 4th month after the end of the tax year (IRC §6072(a)). For a calendar-year LLC that means April 15 of the following year. When the date falls on a weekend or legal holiday, it moves to the next business day (IRC §7503).

You can get an automatic 6-month extension by filing Form 7004 by the original due date. For a foreign-owned DE, Form 7004 is faxed or mailed to the same dedicated address as the pro forma 1120, with "Foreign-owned U.S. DE" written across the top.

As of this guide's review date (September 23, 2026), the 2025 original deadline has passed. If you filed Form 7004 for 2025 by April 15, 2026, your extended deadline is October 15, 2026. If you didn't extend, a 2025 form filed now is late. Our missed Form 5472 guide covers what that means.

How do I file Form 5472 and the pro forma 1120?

For a foreign-owned US DE, the filing is short but has to be done in a specific way. Per the Instructions for Form 5472 (Rev. December 2024, still the current revision as of September 23, 2026):

1. Get an EIN for the LLC. The LLC needs its own Employer Identification Number (more below).
2. Prepare a pro forma Form 1120. The instructions say "the only information required to be completed on Form 1120 is the name and address of the foreign-owned U.S. DE and items B and E on the first page." You don't compute any tax on it.
3. Write "Foreign-owned U.S. DE" across the top of the Form 1120.
4. Attach Form 5472, reporting the transactions between the LLC and its related party for the year.
5. Send it by fax or mail. Fax at 300 DPI or higher to 855-887-7737, or mail to: Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201.

You can't e-file it. The instructions state: "If you are a foreign-owned U.S. DE, you cannot file Form 5472 electronically." Keep your fax confirmation or proof of mailing with your records.

The LLC must also keep records that support the form. Treas. Reg. §1.6038A-3 has the record-keeping rules, and failing to maintain records carries the same penalty as failing to file.

How does a foreign-owned LLC get an EIN?

The LLC needs its own EIN to file the pro forma 1120 and Form 5472, even though a disregarded entity would otherwise often use its owner's number. The Instructions for Form SS-4 (Rev. December 2025) explain the process:

• On Form SS-4, check "Other" on line 9a and write "Foreign-owned U.S. disregarded entity-Form 5472".
• The responsible party is the individual who ultimately owns or controls the entity. If that person has no SSN or ITIN and isn't eligible for one, enter "foreign" or N/A on line 7b.
• The online EIN application requires the responsible party to have a valid SSN, ITIN or EIN, and applicants without a US location can't use it. International applicants can apply by phone (267-941-1099), by fax (304-707-9471 from outside the U.S.) or by mail (IRS, Attn: EIN International Operation, Cincinnati, OH 45999).
• If the responsible party changes, report it on Form 8822-B within 60 days.

What is the penalty for not filing Form 5472?

The penalty is set by IRC §6038A(d) and it is the same regardless of the LLC's size or income.

A few points put these numbers in context:

• It applies per related party, per year. Treas. Reg. §1.6038A-4(a)(3) imposes the penalty once per tax year per related party. For a single-owner LLC with one related party, that is effectively $25,000 per form, per year.
• Incomplete counts as missing. A substantially incomplete Form 5472 is treated as a failure to file.
• The continuation clock starts only after a notice. The extra $25,000 amounts begin only if the failure continues more than 90 days after the IRS mails notice, and reasonable cause can delay that start (IRC §6038A(d)(3)).
• These are maximums, not predictions. That's why the Form 5472 Checker shows "potential maximum exposure." What is actually assessed, and whether it is reduced, depends on your facts.

Can the penalty be waived for reasonable cause?

It may be. Treas. Reg. §1.6038A-4(b) says certain failures, including not timely filing Form 5472, "may be excused for reasonable cause." Relief is not automatic:

• You must affirmatively show good faith and reasonable cause in a written statement signed under penalties of perjury.
• The IRS decides case by case on "all pertinent facts and circumstances." Reasonable reliance on professional advice can support reasonable cause when that reliance was objectively reasonable.
• For small corporations (gross receipts of $20,000,000 or less), the regulation says the IRS "shall apply the reasonable cause exception liberally" where the corporation had no knowledge of the section 6038A requirements, has limited presence in and contact with the United States, and promptly and fully complies with IRS requests to file Form 5472 and furnish relevant records.

Many foreign-owned single-member LLCs may fit that description, but each case is different and relief can't be promised in advance.

What about the IRS's "First Time Abate" program? The IRS administrative penalty relief page lists the penalties it covers: failure-to-file penalties under IRC 6651(a)(1), 6698(a)(1) and 6699(a)(1), failure-to-pay penalties and failure-to-deposit penalties. The Form 5472 penalty arises under IRC 6038A, which isn't on that list. The page also says the program doesn't apply to "information reporting dependent on another filing." So don't plan around First Time Abate for Form 5472. The same page says the IRS is moving to a new Automatic Exemption from Penalty (AEP) starting in summer 2026, and we haven't seen anything that extends AEP to section 6038A penalties either.

What should I do if I missed Form 5472 in past years?

Take it one step at a time. Most people in this position:

1. Work out which years were required. List each year since formation (not before 2017) and whether money or value moved between you and the LLC. The Form 5472 Checker does this year by year.
2. Gather records. Bank statements, formation invoices, receipts for expenses you paid personally, and records of any distributions or loans.
3. Prepare the missing forms for every required year.
4. Decide, with a professional, whether to include a reasonable-cause statement and what facts support it.
5. If you've received an IRS notice, read the deadline carefully. The continuation penalty depends on how long a failure continues after a notice. Our free IRS Notice Decoder explains common notices.

We cover this in detail in Missed Form 5472? Your Options.

Do I also need to file Form 1040-NR?

Maybe. They are different filings. Form 5472 reports the LLC's transactions with you. Form 1040-NR is a foreign individual's own US income tax return. You may need it if, for example, you were engaged in a trade or business in the United States during the year or had US-source income on which tax wasn't fully withheld. If the owner is a foreign company, the equivalent return is Form 1120-F.

Some owners need Form 5472 only, some need both, depending on where and how the business is actually carried on. Our guide Form 5472 vs 1040-NR: Which Do I File? walks through it.

Does my foreign-owned LLC still need to file a BOI report?

Probably not, if the LLC was formed in the United States. FinCEN's final rule, published and effective August 14, 2026, keeps beneficial ownership information (BOI) reporting only for entities formed under foreign law and registered to do business in a US state or tribal jurisdiction. All entities created in the US, and US persons, are exempt. A foreign entity that becomes a reporting company has 30 calendar days to file.

BOI and Form 5472 are separate systems: BOI goes to FinCEN, Form 5472 goes to the IRS. Being exempt from BOI doesn't change the Form 5472 requirement. You can confirm your BOI position with our free BOI Reporting Checker.

What does a yearly compliance routine look like?

A simple routine keeps you on track:

• Throughout the year: pay LLC costs from the LLC account where you can, and log every transfer between you and the LLC.
• January to March: total the year's contributions, distributions, loans, owner-paid expenses and related-party services.
• By April 15: file the pro forma 1120 with Form 5472 by fax or mail, or file Form 7004 to extend.
• By October 15 (if extended): file the pro forma 1120 and Form 5472.
• Any time the responsible party changes: file Form 8822-B within 60 days.

Our global services team helps foreign founders set this up. If you'd like the filing done for you, RAHA offers a Form 5472 + Pro Forma 1120 Filing service and a Missed-Years Catch-up + Relief Review, each at a fixed price quoted upfront. You can also see our tax filing services.

Frequently asked questions

Do I need to file Form 5472 if my LLC had no income?

Yes, if the LLC had at least one reportable transaction with you that year, such as a capital contribution, an expense you paid for it or a distribution to you. Income isn't the trigger. The form goes with a pro forma Form 1120 that shows only basic identifying information.

Is the Form 5472 penalty really $25,000?

Yes, $25,000 per year for each related party for tax years beginning after December 31, 2017 ($10,000 for earlier years), under IRC §6038A(d). An additional $25,000 can apply for each 30-day period, or part of one, that the failure continues more than 90 days after the IRS mails a notice. These are maximum amounts, and relief may be available for reasonable cause.

Can I e-file Form 5472 for my foreign-owned LLC?

No. The Instructions for Form 5472 say a foreign-owned U.S. DE "cannot file Form 5472 electronically." You fax the pro forma 1120 with Form 5472 attached to 855-887-7737, or mail it to the IRS PIN Unit in Ogden, Utah (M/S 6112).

Does the LLC need its own EIN?

Yes. The LLC needs its own EIN to file the pro forma Form 1120 and Form 5472. On Form SS-4, check "Other" on line 9a and write "Foreign-owned U.S. disregarded entity-Form 5472". International applicants can apply by phone, fax or mail.

What happens if my Form 5472 is incomplete?

The Instructions for Form 5472 treat a substantially incomplete form as a failure to file, so the same penalty can apply. Minor errors are different: the regulations say an omission or error isn't a failure if you show substantial compliance.

Sources

• IRC §6038A (penalties in subsection (d)): https://www.law.cornell.edu/uscode/text/26/6038A
• Instructions for Form 5472 (Rev. December 2024): https://www.irs.gov/instructions/i5472
• Treas. Reg. §1.6038A-2 (reportable transactions): https://www.ecfr.gov/current/title-26/section-1.6038A-2
• Treas. Reg. §1.6038A-4 (penalties and reasonable cause): https://www.ecfr.gov/current/title-26/section-1.6038A-4 (also at https://www.law.cornell.edu/cfr/text/26/1.6038A-4)
• Treas. Reg. §301.7701-2 (foreign-owned DE treated as a corporation for section 6038A): https://www.ecfr.gov/current/title-26/section-301.7701-2
• Instructions for Form SS-4 (Rev. December 2025): https://www.irs.gov/pub/irs-pdf/iss4.pdf
• IRS, Administrative penalty relief: https://www.irs.gov/payments/administrative-penalty-relief
• Instructions for Form 1040-NR: https://www.irs.gov/instructions/i1040nr
• FinCEN, Beneficial ownership information: https://www.fincen.gov/boi
• Federal Register, BOI final rule (August 14, 2026): https://www.federalregister.gov/documents/2026/08/14/2026-16576/beneficial-ownership-information-reporting-requirement-revision

This guide provides general information for educational purposes and is not tax, legal or accounting advice. Consult a qualified professional before acting.