Form 5472 and Pro Forma 1120 for Foreign-Owned LLCs

Form 5472 is one of the most missed filings for non-US founders, and one of the most expensive to get wrong. If you own a U.S. LLC by yourself from outside the United States, this information return can apply to you even in a year with no revenue. Here is who has to file, what counts as a reportable transaction, how the pro forma Form 1120 works, and when it is due.

This builds on the federal tax points in LLC vs. corporation and assumes you have, or will get, an EIN, which the LLC needs in order to file. It is part of setting up a U.S. company as a non-resident, and it is general education, not legal or tax advice.

Form 5472 is an IRS information return used to report transactions between a U.S. business and its foreign related parties. It does not calculate or pay tax; it reports. The pro forma Form 1120 is a near-empty U.S. corporate return that exists only to carry the Form 5472. It is not Form 1120-F, which is a separate return that only a genuine foreign corporation files, never a US-formed LLC. For a foreign-owned disregarded LLC, you complete just the LLC's name and address and items B and E, and write "Foreign-owned U.S. DE" across the top.

The reason a single-member LLC touches a corporate form at all is one narrow rule. Under final regulations for section 6038A, a U.S. disregarded entity that is wholly owned by a foreign person is treated as separate from its owner and classified as a corporation for the limited purpose of these reporting requirements. It stays a disregarded entity for income tax; it is treated as a corporation only for this report.

The rule targets foreign ownership of U.S. entities, so whether Form 5472 applies depends on your entity type and who owns it.

This guide focuses on the first row, the foreign-owned single-member LLC, because that is the structure most non-US founders use and the one the 2017 regulations brought into scope.

"Related party" mainly means you, the foreign owner, but it can also include other businesses you or your family control. The purpose of the form is to give the IRS visibility into money moving between the U.S. LLC and those related foreign parties.

The most surprising point is that the trigger is a reportable transaction, not profit. A foreign-owned U.S. disregarded LLC must file if it had any reportable transaction with a related party during the year.

Reportable transactions are defined broadly. For these LLCs, the IRS specifically includes amounts paid or received in connection with the formation, dissolution, acquisition, and disposition of the entity, including contributions to, and distributions from, the entity. In plain terms, the money you put in to start or fund the LLC, and any money you take out, both count. So a brand-new LLC with no sales usually still has a reportable transaction in its first year. The reverse can hold later on: in a genuinely quiet year where no money moves between you and the LLC at all, there may be nothing to report and no Form 5472 due for that year. Closing the LLC down, though, is itself a reportable transaction, so the final year usually brings the filing back.

Filing Form 5472 does not, by itself, create a U.S. tax bill. It is an information return: it tells the IRS about transactions between your LLC and you as its foreign owner. Whether you also owe U.S. income tax is a separate question that turns on what your business actually does in the United States, such as whether it has income effectively connected to a U.S. trade or business. Many non-US founders owe the filing but not income tax, and some owe both. Because that line is fact-specific, confirm your income-tax position with a qualified tax professional rather than assuming the Form 5472 filing settles it.

For a foreign-owned single-member LLC, the process is specific and cannot go through the IRS e-file system:

1. Get an EIN. The LLC needs its own EIN to file. See what an EIN is if you do not have one yet.

2. Prepare a pro forma Form 1120. Complete only the LLC's name and address and items B and E, write "Foreign-owned U.S. DE" across the top, and leave the income and tax sections blank. For a field-by-field walkthrough, see the pro forma Form 1120 instructions.

3. Complete Form 5472. Report the foreign owner and the reportable transactions for the year.

4. File them together by fax or mail. Fax to 855-887-7737, or mail to the IRS unit in Ogden, Utah listed in the Form 5472 instructions. A foreign-owned disregarded LLC cannot e-file this.

5. Meet the deadline. The filing is due with the Form 1120, generally April 15 for an owner on a calendar year. You can request more time with Form 7004, filed by the regular due date.

6. Keep records. The same rules require keeping records that support what you reported.

Two parts of Form 5472 do most of the work. Part II identifies the 25% foreign owner: your name, address, and country, plus a foreign taxpayer identification number (FTIN) if your country issues one. If you have no FTIN, you enter "None" or "N/A", and whatever you put there should stay the same from one year to the next. The form also has a checkbox confirming that the filer is a foreign-owned U.S. disregarded entity. If the LLC is held through another company rather than by you directly, the form asks you to name the ultimate owner behind it as well.

The transaction parts are where the reportable amounts go. Part IV captures monetary dealings with the related party, in categories such as sales and purchases, rents and royalties, interest, commissions, and amounts loaned to or borrowed from the related party; for a disregarded entity, Part V is where the contributions and distributions described above are reported. A simple foreign-owned LLC often has only a startup contribution to report in its first year, the money you wire in to open the business bank account, but if you have since moved money back out to yourself, charged the company rent, or lent it money, those amounts belong here too. You report the actual dollar amounts, so keeping clean records through the year makes the filing quick.

Among non-US founders, one misunderstanding comes up more than any other: "my LLC made no money, so I have nothing to file." For income tax that can be true. But Form 5472 is not an income tax return, it is an information return, and it is triggered by transactions rather than profit. The founders who get caught are usually the ones who formed an LLC, moved in some startup capital, did not trade for a year, and assumed silence was safe. That capital contribution alone is often the reportable transaction. The filing is straightforward when it is on the calendar and costly when it is missed.

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

Often yes. The filing is triggered by a reportable transaction with a related party, not by profit, and a foreign owner's capital contribution usually counts. Many zero-income foreign-owned LLCs still have to file.

What is the penalty for not filing Form 5472?

$25,000 for filing late, incompletely, or not at all, and the same penalty can apply for failing to keep the required records. If the IRS mails you a notice of the failure and it stays unresolved for more than 90 days after that notice, a further $25,000 applies for each 30-day period, or part of one, that the failure continues after the 90-day period ends. The penalty also applies separately to each related party you should have reported, so the exposure grows with each one and each missed year.

When is Form 5472 due?

It is due with the pro forma Form 1120, by the 15th day of the fourth month after the end of the LLC's tax year, which is April 15 for an owner on a calendar year. Because a disregarded LLC follows its foreign owner's tax year, and most non-US individuals are on the calendar year, even an LLC formed partway through the year files by the following April 15, with no separate short-year return to work out. Filing Form 7004 by that date extends the deadline six months, to October 15 for a calendar-year filer.

Can I e-file Form 5472 for my single-member LLC?

No. A foreign-owned U.S. disregarded entity cannot e-file this. You file the pro forma Form 1120 with Form 5472 attached, by fax to 855-887-7737 or by mail to the IRS address in the instructions.

Do I need an EIN to file?

Yes. The LLC needs its own EIN to file the pro forma Form 1120 and Form 5472.

Does filing Form 5472 mean I owe U.S. tax?

No. Form 5472 is information reporting, not a tax payment. Whether you owe U.S. income tax is a separate question that depends on your activities and your situation, and is best confirmed with a tax professional.

This guide was written for non-US founders by CORPBOLT and checked against IRS primary sources: the Instructions for Form 5472, the IRS pages for Form 5472 and Form 1120, and Form 7004 for extensions. The figures here, including the $25,000 penalty and the fax-or-mail filing method, come from those instructions, which can change. Confirm the current rules and your own obligations with a qualified tax professional, and see what CORPBOLT can and cannot advise on. It is general information, not legal or tax advice.

How CORPBOLT helps: CORPBOLT files the annual Form 5472 and pro forma 1120 as part of ongoing compliance for the foreign-owned Wyoming LLCs it forms on its Launch and Concierge plans; a standalone filing service is on the way. If you are still forming, see how US company formation for non-residents works.

• IRS: Instructions for Form 5472

• IRS: About Form 5472

• IRS: About Form 1120

• IRS: About Form 7004 (extension of time to file)

Approval note: Eligibility and approval decisions are made by each bank, fintech, and payment processor. Requirements can vary by provider, country, business model, and account history.