A single-member US LLC wholly owned by a foreign person files Form 5472 attached to a pro forma Form 1120 with the IRS for every tax year with a reportable transaction, such as a capital contribution or distribution, even if it had no US income. For a calendar tax year the due date is 15 April, or 15 October with Form 7004. Filing is by fax or mail, not electronically.
Who must file Form 5472?
For tax years beginning on or after 1 January 2017 and ending on or after 13 December 2017, a US disregarded entity wholly owned by a foreign person is treated as a domestic corporation for the purposes of section 6038A (Treas. Reg. § 301.7701-2(c)(2)(vi), § 1.6038A-1(c)(1)). It therefore has the reporting duties of a “reporting corporation”. The key terms from the IRS instructions:
- Disregarded entity (DE)
- An entity that is disregarded as separate from its owner for US income tax purposes, such as a single-member LLC that has not elected corporate taxation.
- Foreign-owned U.S. DE
- A domestic DE that is wholly owned by a foreign person.
- Foreign person
- Among others, an individual who is not a US citizen or resident, and a company that is not created or organised in the United States.
- Related party
- Among others, any direct or indirect 25% foreign shareholder, so in a single-member LLC the owner, and persons related to the owner.
- Reportable transaction
- A transaction of a type listed in Part IV, V or VI of Form 5472; examples in the next section.
The LLC’s tax year is the tax year its owner uses for US purposes or, if none, the calendar year. If the LLC has several members or has elected corporate taxation, it is not a single-owner DE and a different return applies.
Source: IRS, Instructions for Form 5472 (Rev. 12/2024) · As at 29 Sep 2026
What is a reportable transaction?
For a foreign-owned DE this expressly includes amounts paid or received in connection with the formation, dissolution, acquisition and disposition of the LLC, including contributions and distributions. That is why the requirement usually applies even in a year without revenue.
| Type | Example | IRS source |
|---|---|---|
| Capital contribution | You transfer start-up capital to the LLC’s account. | Form 5472, Part V (contributions) |
| Withdrawal / distribution | You transfer money from the LLC’s account to your personal account. | Form 5472, Part V (distributions) |
| Formation and registered agent costs | You pay the state filing fee or the LLC’s registered agent with your personal card. | Form 5472, Part V (amounts in connection with formation; other transactions under Reg. § 1.482-1(i)(7)) |
| Loans | You lend money to the LLC or the LLC lends money to you, including interest. | Form 5472, Part IV (line 17 amounts borrowed, line 31 amounts loaned, line 32 interest paid) |
| Services | The LLC pays you a fee, or you pay the LLC for a service. | Form 5472, Part IV (amounts paid and received); without full consideration Part VI |
Source: IRS, Instructions for Form 5472 (Rev. 12/2024) · As at 29 Sep 2026
A separate Form 5472 is filed for each related party with which there was a reportable transaction. All amounts are stated in US dollars, with a schedule of the exchange rates used. If the amounts in Part IV with one party do not exceed a total of US$50,000, they may be reported as “$50,000 or less”.
What is the pro forma 1120, and what do you enter?
The pro forma 1120 is the cover return to which Form 5472 is attached. According to the IRS instructions, only the following is completed on Form 1120:
- Name and address of the LLC
- Item B: the LLC’s EIN
- Item E: boxes for initial return, final return, name change or address change
- Across the top: “Foreign-owned U.S. DE”
A foreign address is entered in the order city, province or state, country, without abbreviating the country name.
Source: IRS, Instructions for Form 5472, Instructions for Form 1120 · As at 29 Sep 2026
Due date: 15 April, or 15 October with Form 7004
The pro forma 1120 with Form 5472 is due by the 15th day of the fourth month after the end of the tax year. Form 7004 generally extends the deadline by six months; Form 7004 must be filed by the regular due date. If a date falls on a Saturday, Sunday or legal holiday, you can file on the next business day.
| Tax year 2026 | Date | Source |
|---|---|---|
| Tax year (calendar year) | 1 Jan 2026 – 31 Dec 2026 | IRS i5472 |
| Due date pro forma 1120 + Form 5472 | 15 Apr 2027 | IRS i1120 |
| File Form 7004 by | 15 Apr 2027 | IRS i5472 |
| Extended due date with Form 7004 | 15 Oct 2027 | IRS i7004 |
Dates without adjustment for weekends or holidays; the rule above applies. · As at 29 Sep 2026
- Tax year 1 Jan 2026 – 31 Dec 2026
- Due date 15 Apr 2027
- with Form 7004 15 Oct 2027
- Wyoming annual report 1 Mar 2027
How to file: fax or mail only
The IRS instructions are clear: a foreign-owned DE cannot file Form 5472 electronically. It uses a dedicated fax number and mailing address, not the addresses in the Instructions for Form 1120.
Resolution 300 DPI or higher
1973 Rulon White Blvd
M/S 6112
Attn: PIN Unit
Ogden, UT 84201
Source: IRS, Instructions for Form 5472, When and Where To File · As at 29 Sep 2026
The same applies to the extension: Form 7004 is faxed or mailed by the regular due date to the same number or address, not to the address in the Instructions for Form 7004. Part I, line 1 shows the code for Form 1120, and “Foreign-owned U.S. DE” is written across the top.
EIN, SSN, ITIN and reference ID
- The LLC needs an EIN; it goes in item B of the pro forma 1120. On the Form SS-4 application, check “Other” on line 9a and write “Foreign-owned U.S. disregarded entity-Form 5472”.
- Only applicants with a valid SSN, EIN or ITIN can use the online application. If the responsible party does not have and is ineligible to obtain an SSN or ITIN, enter “foreign” or N/A on line 7b.
- On Form 5472 the owner’s US identifying number is entered only if there is one. If not, the LLC assigns a reference ID that identifies the owner from year to year.
- In addition, the foreign taxpayer identification number (FTIN) of each direct and ultimate foreign owner goes on the form, if any.
Source: IRS, Instructions for Form SS-4, Instructions for Form 5472 · As at 29 Sep 2026
Record keeping: in the US or quickly available
The LLC must keep books and records that establish the correctness of its reporting, including on transactions with related parties. As a rule they are kept in the United States. If they are kept abroad, requested documents must be delivered or moved to the US within 60 days of the request, and English translations provided within 30 days of a request (Treas. Reg. § 1.6038A-3).
What penalty does the IRS provide for?
According to the IRS instructions, a penalty of US$25,000 is assessed for a Form 5472 not filed when due and in the manner prescribed; a substantially incomplete Form 5472 counts as not filed. The same penalty applies for failure to maintain records as required. If the failure continues for more than 90 days after IRS notification, an additional US$25,000 applies per related party for each 30-day period or part of one. We are happy to check with you whether earlier years are open.
State duties, separate from the IRS
Besides Form 5472, the LLC has duties towards the state in which it was formed. For the two most common states of formation:
| State | Duty and deadline | Amount | If late | Source |
|---|---|---|---|---|
| Wyoming | Annual report, due on the first day of the anniversary month of formation (example: formed 15 May, report due 1 May each year) | License tax of US$60 or 0.0002 of assets located and employed in Wyoming, whichever is greater | If the report is not filed within 60 days after the due date, the LLC is administratively dissolved. | Wyoming SOS, FAQ |
| Delaware | Annual tax for the prior year, due by 1 June; no annual report for LLCs | US$400 | Penalty of US$200 plus 1.5% interest per month on tax and penalty | Delaware Division of Corporations |
Source: Wyoming Secretary of State, Delaware Division of Corporations · As at 29 Sep 2026
And in your country of residence?
Pass-through does not mean untaxed. That the LLC is treated as transparent for US income tax says nothing about how your country of residence classifies and taxes it. That depends on your residence, the place of management and the classification of the LLC, and is a question for your tax adviser at home. We are happy to discuss your structure in a first consultation.
Whether a US LLC suits your plans at all is covered in the jurisdiction comparison: when a US LLC is not the right fit. Still to form one? Form an LLC with the annual duties planned in.
Step 3: Documents for the annual filing
Frequently asked questions about Form 5472
Do I need to file Form 5472 if my LLC had no income?
Yes, if there was a reportable transaction between you and the LLC during the tax year. A capital contribution, a withdrawal or formation costs you paid already count. Income is not the test. Form 5472 is not required only if there was no reportable transaction at all in the tax year.
What is the Form 5472 due date for a foreign-owned single-member LLC?
For a calendar tax year, 15 April of the following year, so 15 April 2027 for tax year 2026. Filing Form 7004 by that date, by fax or mail to the same place as Form 5472, extends the deadline by six months to 15 October. If a due date falls on a Saturday, Sunday or legal holiday, you can file on the next business day.
How do I file Form 5472 and the pro forma 1120 (fax or mail)?
By fax or mail only; a foreign-owned US disregarded entity cannot file Form 5472 electronically. Fax the pro forma 1120 with Form 5472 attached to 855-887-7737 (300 DPI or higher), or mail it to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201. Write “Foreign-owned U.S. DE” across the top of Form 1120.
What is the penalty for not filing Form 5472?
According to the IRS instructions, a penalty of US$25,000 is assessed for a Form 5472 not filed when due; a substantially incomplete Form 5472 counts as not filed. If the failure continues for more than 90 days after IRS notification, an additional US$25,000 applies per related party for each 30-day period or part of one.
What counts as a reportable transaction on Form 5472?
For a foreign-owned single-member LLC: capital contributions, distributions and withdrawals, amounts paid or received in connection with formation (for example formation or registered agent costs you paid), loans in either direction, and payments for services between you and the LLC. Each related party gets its own Form 5472. Amounts are reported in US dollars.
Does a foreign-owned LLC pay US income tax?
Not through Form 5472: it is an information return, not an income tax return. The IRS instructions state that a foreign-owned US disregarded entity has no income tax return filing requirement; the pro forma 1120 only carries Form 5472. Whether US income tax arises is a separate question: according to the IRS, US-source income effectively connected with a US trade or business is taxable in the US. Whether your activities fall under this should be reviewed for your case.
Review note
- Editorial
- Strasia Group
- Updated
- Next review
- on a new revision of the IRS instructions, by January 2027 at the latest
Form 5472 due or earlier years open?
In a free first consultation (60 minutes) we clarify which returns your LLC has to file and what is missing for the current tax year and earlier years.
Read on: Have Form 5472 and the pro forma 1120 handled · Form an LLC with the annual duties planned in · All guides
Official sources
- IRS · Instructions for Form 5472 (Rev. 12/2024)
- IRS · About Form 5472
- IRS · Instructions for Form 1120
- IRS · Instructions for Form 7004
- IRS · Instructions for Form SS-4
- IRS · Effectively Connected Income (ECI)
- 26 CFR § 301.7701-2 (Cornell LII)
- 26 CFR § 1.6038A-1 (Cornell LII)
- 26 CFR § 1.6038A-3 (Cornell LII)
- FinCEN · Beneficial Ownership Information
- Wyoming Secretary of State · Annual Report
- Wyoming Secretary of State · Business FAQ
- Delaware Division of Corporations · LLC/LP/GP Tax Instructions
Change log
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