Form 5472 for Foreign-Owned US LLCs: Who Must File, Due Date and Penalties

Form 5472 is an IRS filing that a foreign-owned US LLC usually owes even in a year with no income. Many owners skip it because the LLC had no clients or sales yet. That mistake costs $25,000 per form. If the failure goes on more than 90 days after an IRS notice, another $25,000 is added for each 30-day period, with no maximum.

Form 5472 reports money and property moving between a company and its related parties, such as its foreign owner. If a non-US person owns 100% of your US single-member LLC, the LLC must file it. That applies to every tax year with a reportable transaction with the owner.

Money the owner put into the LLC or took out of it counts. So a first transfer from your personal account to pay the formation fees is a reportable transaction on its own. The LLC attaches Form 5472 to a short pro forma Form 1120. It sends both by mail or fax, by April 15 for a calendar tax year.

What Form 5472 is: the form nobody mentioned

When you first look the form up, the official name doesn't help much. It's "Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business". The form collects the information required by sections 6038A and 6038C of the Internal Revenue Code. It applies when a company has reportable transactions with a foreign or US related party.

In plain words, the form reports transactions. The IRS uses it to see what moved between the company and the people connected to it. Whether the company made a profit has nothing to do with whether it has to file. The form also says: "Enter all information in English and money items in U.S. dollars."

The current version is Form 5472 (Rev. December 2023). The current instructions are the December 2024 revision. They say "Use with December 2023 revision of Form 5472".

Checking whether your LLC has to file

The next question is whether the rule covers your company. The IRS calls a company that has to file a "reporting corporation". In general, it files if it had a reportable transaction with a foreign or US related party during the tax year. There are three types of reporting corporation, and the first one covers most foreign owners of a US LLC.

Your single-member LLC

A single-member LLC is usually a disregarded entity (DE) for US tax. That means the IRS normally ignores the LLC and taxes the owner directly. But a special rule applies for Form 5472.

For this reporting only, the IRS treats such an LLC as a corporation separate from its owner. That's why your one-person LLC files a corporate form. The instructions say: "A foreign-owned U.S. DE is a domestic DE that is wholly owned by a foreign person."

The rule applies to tax years beginning on or after January 1, 2017 and ending on or after December 13, 2017. A "foreign person" includes an individual who is neither a US citizen nor a US resident. So the test depends on the owner's status, not on where the owner lives.

The other two types

A US corporation files if at least one foreign person owned at least 25% of its stock at any time during the tax year. That can be direct or indirect ownership, by vote or by value. The IRS calls that person a "25% foreign shareholder".

A foreign corporation engaged in a trade or business in the United States is also a reporting corporation. One exception applies to foreign corporations only. It covers a foreign corporation with no US permanent establishment under a tax treaty that files Form 8833 on time.

When the foreign-owned DE rule doesn't apply

The rule covers an entity wholly owned by one foreign person. If your LLC has two or more owners, a tax professional should confirm which returns apply. A US citizen owner is outside the rule wherever they live.

Looking back at the year's reportable transactions

So the duty to file depends on transactions, and you need to know which ones count. Think back to the first transfer from your personal account to the LLC. A reportable transaction is any of these:

• a transaction listed in Part IV where the payment is money only
• any transaction in Part V, which applies only to foreign-owned DEs
• any transaction in Part VI (non-money transactions and those for less than full value)

Part V is the one that catches most new LLCs. It covers amounts paid or received in connection with these events for the entity:

• formation
• dissolution
• acquisition
• disposition

The IRS wording adds "including contributions to and distributions from the entity". These transactions go on a sheet attached to the form.

The money you sent to start the company falls under this wording. So does any money the LLC paid back to you. Most new LLCs have at least one of them in the first year.

Part IV also has lines for other items on both the received and the paid side. They cover commissions, interest and royalties. Further lines cover intangible property, insurance premiums and loan guarantee fees.

You may not know an exact amount for every transfer. The form allows a reasonable estimate, and you then check the box "If estimates are used, check here". The instructions define a reasonable estimate as at least 75% and no more than 125% of the actual amount.

Part VI isn't completed for a US related party. For a foreign related party, you attach a schedule with the fair market value of the property or services.

If the LLC had no income at all

In most cases it still files, because the test is transactions, not income. There was a reportable transaction if you put money in or took money out. Paying amounts in connection with forming the LLC counts too. Only a year with no transaction of any kind with the owner or another related party leaves nothing to file.

Marking the Form 5472 due date in your calendar

Once you know you have something to report, the date matters. Form 5472 is filed as an attachment to the company's income tax return, by that return's due date including extensions. For a foreign-owned LLC, that return is the pro forma Form 1120.

Form 1120 is due on the 15th day of the 4th month after the tax year ends. For a June 30 fiscal year, it's the 15th day of the 3rd month. A date that falls on a weekend or holiday moves to the next business day.

The LLC uses the same tax year as the owner's US filing year. If the owner has none, it uses the calendar year. We worked out the dates below ourselves from the Form 1120 and Form 7004 rules.

If you haven't filed for 2025, both dates have passed. The section on late filing below applies to you.

If you need more time

Form 7004 gives an automatic extension of "generally 6 months". You file it by the regular due date of the return. It extends the time to file, but not the time to pay.

A foreign-owned LLC files Form 7004 using the Form 1120 code in Part I, line 1. It sends Form 7004 by fax or mail to the special Form 5472 address given further down. The regular Form 7004 address isn't used.

Getting Form 5472 ready to file

Filing takes some preparation, and part of it starts well before the due date. The steps below follow the IRS instructions. Your actual numbers are best checked by a tax professional, and How to Choose an Accountant for a Small Business covers how to pick one.

The EIN, which can take weeks

The Form SS-4 instructions say a US DE wholly owned by a foreign person needs its own EIN to file Form 5472. EIN stands for Employer Identification Number, the company's tax number. More on it is in What Is an EIN (Employer Identification Number)?.

You probably can't apply online. The online application needs a legal residence or principal place of business in the US. The responsible party also must have an SSN, an EIN or an ITIN (see What Is an ITIN? Meaning and Who Needs One). The other options are these:

1. phone: 267-941-1099 (not toll-free, Monday to Friday, 6 a.m. to 11 p.m. Eastern time)
2. fax from outside the US: 304-707-9471
3. mail: Internal Revenue Service, Attn: EIN International Operation, Cincinnati, OH 45999

In our work with clients, non-residents get the EIN by fax or have the IRS letter sent to a forwarding address. When the letter goes to a rented virtual office, it takes about two to three weeks to arrive. For an LLC formed late in the year, that wait comes close to the filing deadline.

Form SS-4 needs a few specific entries:

1. Line 9a: mark "Other" and write "Foreign-owned U.S. disregarded entity-Form 5472".
2. Line 10: under "Other", write "Foreign-owned U.S. disregarded entity filing Form 5472".
3. Line 7b: write "foreign" or N/A if you have no SSN or ITIN.

Say the EIN still hasn't arrived by the deadline. The Form 1120 instructions let paper filers write "Applied For" and the application date in item B.

The year's transactions with you

Now go through the LLC's bank statements and receipts for the year. List these:

• every amount you sent in
• every amount the LLC paid to you
• any loans
• any payments for services between the two of you

Reasonable estimates (75% to 125% of the actual amount) are for cases where you can't find the exact figure.

The pro forma Form 1120

A foreign-owned LLC doesn't complete the full Form 1120. On page 1 it enters only these:

• the LLC's name and address
• item B (the EIN)
• item E (the Initial return, Final return, Name change or Address change boxes, where they apply)

Across the top of the form you write "Foreign-owned U.S. DE".

Form 5472 itself

The form has nine parts.

Individuals are identified by an SSN or ITIN, and other entities by an EIN. The instructions also describe a reference ID number. It may use letters and digits only, with no spaces or special characters, and up to 50 characters. You use the same reference ID every year and never reuse it for another person.

The instructions also say: "File a separate Form 5472 for each foreign or U.S. person who is a related party." So reportable transactions with two related parties mean two forms.

Sending it by mail or fax

You can't send this form online. The instructions are explicit: "If you are a foreign-owned U.S. DE, you cannot file Form 5472 electronically." Use one of these:

1. mail: Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201
2. fax: 855-887-7737

Send the document at 300 DPI or higher. Keep the fax confirmation or proof of mailing with the LLC's records.

The LLC must also keep permanent books and records that show the return is correct. That includes the transactions with related parties. Failing to keep those records can also bring a $25,000 penalty.

The penalties for a missed form

The penalties are why you can't treat this form as a formality.

The missing maximum is what sets this penalty apart from most others. We put together our own illustration from the IRS rules above. It isn't an IRS example.

Say the IRS sends a notice and the 90 days after it pass. Then the form is filed exactly 180 days after that. Those 180 days are six 30-day periods at $25,000 each, which is $150,000. Add the initial $25,000 and the total is $175,000 for a single form.

And part of a period counts as a full period. So filing one day later would add another $25,000.

A few more rules affect the amount. The instructions say: "Filing a substantially incomplete Form 5472 constitutes a failure to file". So a half-finished form gives no protection. The initial penalty is assessed once per related party per tax year.

The year also stays open. The IRS's time to assess tax doesn't run out until 3 years after the required information is furnished. So the three-year period starts only once the form is filed.

If the deadline has already passed

Maybe you're reading this after the fact. Your 2025 Form 5472 is late if you didn't file it by October 15, 2026. Without an extension, the date was April 15, 2026. The IRS does have official routes for late filers, and its sources describe the following.

According to the IRS manual, penalties may be assessed systemically, meaning by the computer system. That happens while the IRS processes a late Form 5472 attached to a late Form 1120. No one at the IRS has to make a separate decision for the penalty to appear.

The official route for late filers is called the Delinquent International Information Return Submission Procedures. It's open to taxpayers who aren't under examination or investigation. They also must not have been contacted by the IRS about the missing returns.

You attach the late information return to an amended return. You may include a reasonable cause statement. But the IRS says penalties may still be assessed without considering that statement.

The IRS may also remove or reduce the penalty if you acted in good faith and can show reasonable cause. The IRS says not all international information reporting penalties qualify. The request must include a declaration signed under penalties of perjury.

Relying on another person to file is generally not accepted as reasonable cause. So an agent's mistake usually doesn't count. To dispute a penalty, you use the number on the IRS notice or letter. If you've already paid, you can ask for a refund with Form 843.

First Time Abate (FTA), the IRS relief for first-time penalties, is a weak option here. The IRS manual says FTA doesn't apply to Form 5472 and refers to an exception in another section (IRM 20.1.9). So don't build a plan on it.

Waiting tends to make things worse. The continuation penalty starts after an IRS notice, and the statute of limitations stays open until the information is filed. If you missed a year, talk to a tax professional about filing it now.

Downloading the official form and instructions

Whatever your situation, work from the official files and not from copies on other sites. The official files are on irs.gov. Form 5472 (Rev. December 2023) is at https://www.irs.gov/pub/irs-pdf/f5472.pdf. The Instructions for Form 5472 (Rev. December 2024) came out on February 11, 2025, at https://www.irs.gov/pub/irs-pdf/i5472.pdf.

The About Form 5472 page is at https://www.irs.gov/forms-pubs/about-form-5472. When last reviewed on March 30, 2026, it showed "Recent developments: None at this time".

If you search for "Form 5472 instructions 2025", the current set is the December 2024 instructions with the December 2023 form. Some sites still show an older December 2021 copy of the form. So it's safer to download from irs.gov.

The December 2024 instructions list one change under "What's New". The joint-return exception for foreign persons now refers to Code sections 6013(g) and (h).

What to do this month

Treat Form 5472 as a yearly task, whether or not your LLC earned anything. Start a running list of every amount you send in or take out, so the form is quicker to prepare next spring. For the 2026 tax year, the regular due date is April 15, 2027.

If the LLC is new, apply for the EIN early, because the IRS letter can take weeks to reach you. If a deadline has already passed, talk to a tax professional about filing now. Form 5472 is one of several yearly filings a foreign owner has to track. The wider picture is in Can a Non-US Resident Own a US LLC? What It Involves.

Form 5472 keeps the IRS side in order, and customers and partners check something else. In our work with foreign owners, we build the visible part of the company: a verified Google profile, listings and a landing page.