Form 5472 is the IRS information return for a US corporation that's at least 25% foreign owned, or a foreign corporation doing business in the US, when it has reportable transactions with a related party. A single-member US LLC owned by a non-US person must file it too, attached to a pro forma Form 1120.
If you live outside the US and set up a Wyoming or Delaware LLC to sell online, this is the form most likely to bite you. The LLC owes no US income tax return of its own, so owners assume there's nothing to file. There is.
Who has to file Form 5472
The IRS calls the filer a reporting corporation. That covers:
- A US corporation that's 25% foreign owned, meaning at least one foreign person owns at least 25% of its stock by vote or value at any time in the tax year
- A foreign corporation engaged in a US trade or business
- A foreign-owned US disregarded entity, which is a domestic single-owner entity, such as an LLC, wholly owned by a foreign person
That third group is the insight that matters. Since the 2017 rule change in the instructions, a foreign-owned US disregarded entity is treated as a corporation for the limited purpose of these reporting rules, even though it's ignored for income tax.
What counts as a reportable transaction
For a foreign-owned LLC, it's broader than the name suggests. Alongside sales, fees, loans and similar payments with the foreign owner or other related parties, Part V of the form covers amounts paid or received in connection with forming, dissolving, acquiring and disposing of the entity, including contributions to and distributions from it.
So putting your own cash into the LLC to open it, or taking profit out, is a reportable transaction. Any year you move cash in or out, there's something to report.
| Item | What the instructions allow |
|---|---|
| Small amounts | If a transaction or series with a foreign related party doesn't exceed $50,000 in total, it can be reported as "$50,000 or less" (as of October 2026) |
| Reasonable estimates | An estimate counts if it's at least 75% and not more than 125% of the actual amount |
| Owner's identifying number | SSN, ITIN or EIN if they have one, otherwise a reference ID number you create |
How a foreign-owned LLC files it
- Prepare Form 5472 for the tax year, with your own reference ID number for the foreign owner if they have no US number. The IRS says you don't apply for a reference ID; you create it, alphanumeric, up to 50 characters, and keep it the same every year.
- Attach it to a pro forma Form 1120. The only parts of the 1120 you complete are the LLC's name and address and items B and E on the first page.
- Write "Foreign-owned U.S. DE" across the top of the Form 1120.
- Fax or post it to the dedicated IRS address given in the Form 5472 instructions, not the usual Form 1120 address.
- File by the Form 1120 due date, the 15th day of the 4th month after the tax year ends, so 15 April for a calendar year.
You can't e-file it. The instructions say a foreign-owned US DE can't file Form 5472 electronically. If you need more time, file Form 7004 by the regular due date, entering the Form 1120 code and writing "Foreign-owned U.S. DE" across the top of the 7004 too.
The penalty
As of October 2026, the IRS instructions set a $25,000 penalty for failing to file Form 5472 when due and in the manner prescribed. The same penalty applies for failing to keep the required records. If the failure continues more than 90 days after the IRS notifies you, an extra $25,000 applies for each 30-day period, or part of one, that it continues.
The instructions also say that filing a substantially incomplete Form 5472 counts as failing to file. A half-filled form doesn't protect you.
Records you have to keep
The record-keeping duty is easy to overlook because it isn't a form. The instructions say a reporting corporation must keep permanent books of account or records sufficient to establish that its return is correct, including records relevant to how its related-party transactions were treated. For a one-person LLC, that means bank statements, invoices and a note of every transfer between you and the company, kept year after year.
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Common mistakes
- Thinking "no income, no filing". The duty comes from reportable transactions, and capital contributions count.
- Using the normal Form 1120 address or trying to e-file it.
- Changing the owner's reference ID from year to year.
- Forgetting the record-keeping requirement, which carries the same penalty as not filing.
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My verdict
If you're a non-US owner of a US single-member LLC, treat Form 5472 with a pro forma 1120 as an annual job, every year, by 15 April, by fax or post. It's short, the penalty is huge, and it can apply even in a year with no sales. Keep a simple log of every amount you put in and take out, and the form almost writes itself.
Frequently asked questions
Does a foreign-owned single-member LLC need to file Form 5472?
Yes, if it had reportable transactions with its owner or other related parties, which include contributions and distributions. It files Form 5472 attached to a pro forma Form 1120.
What is the penalty for not filing Form 5472?
As of October 2026, $25,000 per failure, with an extra $25,000 for each 30-day period the failure continues more than 90 days after IRS notice.
When is Form 5472 due for a foreign-owned LLC?
By the due date of the pro forma Form 1120, the 15th day of the 4th month after the tax year ends, which is 15 April for a calendar year, unless extended with Form 7004.
Can I e-file Form 5472 for a foreign-owned US DE?
No. The IRS instructions say these filers must fax or mail it to the dedicated address in the instructions.
What if the foreign owner has no SSN or ITIN?
Enter a reference ID number you create yourself, alphanumeric and up to 50 characters, and use the same one every year.
What does 25% foreign owned mean?
At least one foreign person owns, directly or indirectly, at least 25% of the corporation's stock by vote or value at any time during the tax year.
