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Form 5472 for a foreign-owned LLC: who files and the fine

A US LLC with one foreign owner files Form 5472 with a pro forma Form 1120 by 15 April. It files for every year in which money or property moves between the LLC and its owner, and a missing or late form costs $25,000 per form, per year. The owner's first contribution is enough to make a year count.

We do this for you Accounting services in the USA books, federal returns and state filings

Written by , Founder. Reviewed by Vladyslav Drapii.
Published . Updated . 9 min read.

In short

  • Who files: a US LLC wholly owned by one foreign person, and a US corporation with a 25% foreign shareholder.
  • What makes a year reportable: a contribution, a payout, a loan or a payment between the LLC and its owner.
  • How it is sent: with a pro forma Form 1120, by fax to 855-887-7737 or by post, never online.
  • When: by 15 April for a calendar year, or 15 October with Form 7004. The fine is $25,000, then $25,000 for each 30 days once an IRS notice is 90 days old.
In this guide

Who files Form 5472: an LLC with one foreign owner, and two other filers

Form 5472 is an information return under sections 6038A and 6038C of the Internal Revenue Code. It reports the transactions between a US company and its foreign owner or other related parties, and it carries no tax.

A US LLC owned wholly by one foreign person has filed it since 2017. For income tax the LLC is disregarded and files no return. For section 6038A the regulations treat it as a separate domestic corporation.

FilerFiles Form 5472 for a year in which
A US LLC owned wholly by one foreign person, directly or through other disregarded entitiesAny transaction passed between the LLC and its owner, a contribution and a payout included
A US corporation with a 25% foreign shareholder at any time in the yearIt had a reportable transaction with a related party, foreign or domestic
A foreign corporation with a trade or business in the USAIt had a reportable transaction; the form goes with its Form 1120-F

A foreign person is an individual who is neither a US citizen nor a US resident, or a company, estate or trust organised abroad. A 25% foreign shareholder holds at least 25% of the votes or the value, directly or through attribution.

We prepare the form every year as part of accounting services in the USA, from the books we keep for the LLC.

Reportable transactions: why a year with no income is still a year to file

A transaction makes the year reportable, whatever the LLC earned. For an LLC with one foreign owner the regulations name the amounts paid or received for its formation, dissolution, acquisition and disposition, and every contribution to it and distribution from it.

The regulations give an example. A foreign owner forms an LLC and contributes assets in year 1, adds funds in year 2, receives a payment in year 3 and takes the assets in liquidation in year 4. Each of the four years carries a Form 5472.

  • Part IV: dealings paid in money only, line by line: goods, rents and royalties, services, commissions, loans and interest.
  • Part V: for a foreign-owned LLC only, a box and an attached statement for every other transaction, such as formation costs, contributions and payouts.
  • Part VI: dealings paid in kind or for less than full value, on a statement with their estimated fair market value.

Three rules of the instructions shorten the work. An amount of $50,000 or less on a Part IV line may be entered as “$50,000 or less”. An estimate between 75% and 125% of an amount that cannot be determined counts as reasonable. Every amount is in US dollars, with the exchange rates on a schedule.

Only a year in which nothing moved needs no form: the instructions exempt a foreign-owned LLC with no transaction of the kinds in Parts IV, V and VI.

Form 5472 instructions for a single-member LLC, part by part

A single-member LLC with a foreign owner fills Parts I, II, III and VII. Its transactions go in Part IV or Part V, and Part VI takes what was paid in kind. Parts VIII and IX, on cost sharing and base erosion payments, stay blank for most founders' LLCs.

Part and linesWhat the LLC enters
Part I, lines 1a to 1eName, address, EIN, total assets at the year end, business activity and its code
Part I, lines 1f to 1hThe value of the transactions on this form and on all its Forms 5472, Part V included; 1g counts the forms, one for each related party
Part I, lines 1j, 1l to 1o and 31j in the first year of filing; country and date of formation; countries of business, never “worldwide”; line 3 for a foreign-owned disregarded entity
Part IIThe foreign owner, with a US number if any (SSN or ITIN for a person, EIN for a company) or else a reference ID number, and a foreign tax number or “None”
Part IIIThe related party of the transactions, even when it is the owner named in Part II
Part IVLines 9 to 21 for amounts received, 23 to 35 for amounts paid, totals on lines 22 and 36
Parts V and VIA box each, and the statement attached
Part VIIQuestions on imports, cost sharing, hybrid payments and safe-haven loans

The LLC sets the reference ID number itself, with no request to the IRS: up to 50 letters and figures, no spaces, the same for that owner every year. An owner with an ITIN enters it instead; a person applies for one on Form W-7.

The pro forma Form 1120: the return a foreign-owned LLC attaches Form 5472 to

A Form 5472 travels attached to an income tax return. A disregarded LLC has none, so it files a Form 1120, the corporate return, with four items filled in: the pro forma Form 1120. “Foreign-owned U.S. DE” is written across the top, and the LLC completes:

  1. The name of the LLC.
  2. Its address.
  3. Item B, its employer identification number (EIN).
  4. Item E, the boxes for an initial return, a final return, a change of name and a change of address.

The income and tax lines stay blank. The LLC's tax year is its owner's tax year for US filings, or the calendar year when the owner files nothing in the USA.

Neither form goes out without an EIN. An owner abroad with no SSN applies on Form SS-4, the step after the state filing in company formation in the USA.

We do this for you Accounting services in the USA books, federal returns and state filings

Worked example: Form 5472 for the first year of an LLC

A founder living abroad, with no SSN or ITIN, forms a Delaware LLC in March 2026 and is its only member. The LLC makes no sales in 2026. Three payments pass between the LLC and its owner in the year.

In 2026AmountOn the form
The owner pays into the LLC's bank account$10,000Part V statement, as a contribution
The LLC pays the owner$4,000Part V statement, as a distribution
The LLC pays the owner's personal phone bill$600Part V statement, as a payment for the owner
Total value of the transactions$14,600Part I, lines 1f and 1h

Part IV stays empty: no goods, services, rents, loans or interest passed between the two. Line 1c shows total assets of $5,400 at 31 December, the $10,000 paid in less the $4,600 paid out. Line 1g is 1, and lines 1j and 3 are checked.

Part II and Part III both name the owner, line 4b(2) carries the reference ID number the LLC chose, and box 8e is marked “25% foreign shareholder”. The pro forma Form 1120 carries the name, address, EIN and the initial return box. Both are due on 15 April 2027.

Form 5472 due date, extension and where to send it

StepRule
Due dateThe 15th day of the 4th month after the tax year ends: 15 April for a calendar year
ExtensionForm 7004 by the regular due date, with the Form 1120 code on line 1 of Part I and “Foreign-owned U.S. DE” across the top: 6 months more, to 15 October
By fax855-887-7737, at 300 DPI or higher
By postInternal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201
OnlineClosed to a foreign-owned disregarded entity

The fax number and the address are reserved for these filers, and Form 7004 goes to them too. We prepare both forms from the ledger. You sign them in your account, our US tax partner signs as paid preparer, and we fax them and keep the fax report with the company's documents.

State filings run on their own dates. A Delaware LLC pays a $400 tax by 1 June, and a corporation owes franchise tax by 1 March, as our guide to Delaware franchise tax works out.

Form 5472 penalty: $25,000 a year, then $25,000 for each 30 days after a notice

FailurePenalty
Form 5472 not filed when due, or not in the manner prescribed$25,000
A substantially incomplete formTreated as not filed: $25,000
Records not kept as the regulations require$25,000
The failure goes on more than 90 days after the IRS mails a notice$25,000 more for each 30 days, or part of 30 days, that follow
Information not submitted, or false or fraudulent informationCriminal penalties under sections 7203, 7206 and 7207

The statute counts the penalty for each tax year with a failure, so three missing years cost $75,000 before any notice. After a notice, a form still missing 150 days later adds two 30-day periods, $50,000, to that year's $25,000.

The statute also moves the deadline, and the start of the 90 days, to the last day on which reasonable cause for the failure existed. The LLC shows that cause to the IRS in a written statement.

Missed Form 5472 for an earlier year: how to file it late

Under the IRS procedure for late international information returns, a filer the IRS has not contacted, and that is not under examination, files through the normal route. For a foreign-owned LLC, that is a pro forma Form 1120 with Form 5472 for each missing year.

Each late form may carry a statement of reasonable cause, and the IRS can assess the penalty before it reads the statement. We sign Form 8821 with you to read the LLC's IRS record and rebuild each missing year from the bank statements. We prepare the forms and answer the letters that follow with our US tax partner.

From the first year, our US accounting services book each transfer between the LLC and its owner on the day it happens. The form for the year then comes straight from the ledger.

Questions people ask

What is the purpose of Form 5472?

It gives the IRS the information sections 6038A and 6038C require on a US company's transactions with its related parties, the foreign owner first. It is an information return and computes no tax.

Does an LLC need to file Form 5472?

Yes, an LLC owned wholly by one foreign person, for each year with a transaction with that owner. An LLC with two or more members is a partnership for federal tax unless it elects corporate status, and files no Form 5472.

When must Form 5472 be filed?

By the due date of the return it is attached to. For a foreign-owned LLC that is the pro forma Form 1120: 15 April for a calendar year, or 15 October with Form 7004.

Does filing Form 5472 mean the LLC owes US tax?

No. The form reports transactions and computes no tax. A single-member LLC is disregarded for income tax, so any US tax falls on its owner.

What does a foreign company that owns a US LLC enter on Form 5472?

The company is the direct owner on lines 4a to 4e, with its EIN or a reference ID number and its foreign tax number. A person behind it with 25% or more goes on lines 6a to 6e, with a statement on the ownership.

Is Form 5472 the same as Form 5471?

No. A US person files Form 5471 on a foreign corporation it controls. A US company files Form 5472 on its foreign owner and related parties, and a foreign-owned LLC files it even when its owner's group files a Form 5471.

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