Key takeaways
- A U.S. LLC wholly owned by one foreign person is treated as a corporation for Form 5472 purposes. The LLC files Form 5472 attached to a pro forma Form 1120.
- The filing trigger is a reportable transaction during the tax year. Revenue does not decide the question.
- For this kind of LLC, amounts paid or received in connection with its formation count as reportable transactions. Contributions from the owner and distributions to the owner count too.
- If the owner has no U.S. tax filing requirement, the LLC uses the calendar year. The first return is due April 15 of the next year, and Form 7004 can extend it by 6 months.
- You cannot e-file these forms. You send them by fax or by mail to a special IRS unit.
- The penalty for not filing is $25,000 for each tax year. Additional $25,000 penalties can apply after an IRS notice.
Does your first year trigger Form 5472?
Use this table for an LLC that is wholly owned by one foreign person and is otherwise disregarded for U.S. tax. The right column shows where the rule comes from.
| What happened during the tax year | Reportable? | Where the rule comes from |
|---|---|---|
| The owner paid money into the LLC (a contribution), such as an opening bank deposit | Yes | Treas. Reg. § 1.6038A-2(b)(3)(xi) and Form 5472 Part V |
| The LLC paid money to the owner (a distribution) | Yes | Same regulation and Part V |
| The LLC paid or received amounts in connection with its formation | Yes | Same regulation: "formation, dissolution, acquisition and disposition" |
| The owner lent money to the LLC, or the LLC lent money to the owner | Yes | Form 5472 Part IV, amounts borrowed and amounts loaned |
| The owner paid the state filing fee with a personal card | Check with a tax professional | The formation wording appears to cover this case, but the regulation does not name it |
| Nothing at all passed between the owner and the LLC | Not required to file Form 5472 | Form 5472 instructions, "Exceptions from filing" |
If the owner made an opening deposit into the LLC, that deposit alone is a reportable transaction. The same is true when the LLC pays or receives amounts in connection with its formation.
What the rules say
In its example, the regulation says a single-member LLC owned by one foreign person is "classified as a domestic corporation for purposes of section 6038A." Section 6038A is the law behind Form 5472. Under it, the LLC becomes a "reporting corporation."
A reporting corporation files Form 5472 when it has a reportable transaction with a related party. The foreign owner is a related party. For this type of LLC, the regulation lists one more kind of transaction. The list 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."
The regulation gives a direct example. A foreign company forms an LLC and funds it in year 1. The regulation says that funding is a reportable transaction, so the LLC has a reporting requirement for that year.
The instructions also list an exception. A foreign-owned LLC does not have to file Form 5472 if it had no reportable transactions of the types listed in Parts IV, V, and VI of the form. The exception is about transactions. The instructions do not say "no revenue, no filing."
Two small-company exceptions in the regulations do not apply here. One covers companies with under $10 million in U.S. gross receipts. The other covers companies whose payments to and from foreign related parties total $5 million or less and less than 10% of their U.S. gross income. Both exclude this type of LLC. Neither one removes the Form 5472 filing duty in any case.
Your first-year timeline
The Form 5472 instructions say the LLC "has the same tax year used by its owner for U.S. tax filing requirements or, if none, the calendar year." If the owner has no U.S. tax filing requirement, the LLC uses the calendar year. The table below assumes a calendar year. Under that assumption, the formation month does not change the first due date.
| Tax year | Original due date | Due date with Form 7004 extension |
|---|---|---|
| 2025 (LLC formed any time in 2025) | April 15, 2026 (Wednesday) | October 15, 2026 (Thursday) |
| 2026 (LLC formed any time in 2026) | April 15, 2027 (Thursday) | October 15, 2027 (Friday) |
The general Form 1120 rule sets the due date on the 15th day of the 4th month after the tax year ends. The automatic extension with Form 7004 is generally 6 months. You must file Form 7004 by the original due date. A Form 7004 sent after April 15 does not extend that year's return.
If the owner is a company with its own U.S. tax year, the LLC uses that year instead. In that case, work out the dates from that year.
How to file the forms
The LLC files Form 5472 attached to a pro forma Form 1120. The instructions say the only Form 1120 items required 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 Form 1120.
The LLC needs an employer identification number (EIN) for line 1b of Form 5472. If the owner has no Social Security number, see how to get an EIN without an SSN for the routes the IRS accepts.
You cannot file these forms electronically. Send them one of two ways:
- Fax to 855-887-7737, at 300 DPI or higher.
- Mail to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201.
Do not use the mailing address in the Form 1120 instructions. A Form 7004 extension for this LLC goes to the same fax number or address. Write "Foreign-owned U.S. DE" across the top of Form 7004 as well.
Which parts of Form 5472 to complete
The form and instructions require several parts from this type of LLC, not just one. The instructions also say a substantially incomplete Form 5472 counts as a failure to file.
| Part | What this LLC does |
|---|---|
| Part I | Complete it, and check the box on line 3 for a foreign-owned domestic disregarded entity |
| Part II | Complete it with the foreign owner's details on the lines for the 25% foreign shareholder |
| Part III | Complete it |
| Part IV | Complete it for any Part IV transactions with the owner, such as loans. The foreign owner is the related party |
| Part V | Complete it and attach a statement that describes the transactions |
| Part VII | Complete it, but skip lines 43a and 43b |
The owner does not need an individual taxpayer identification number (ITIN) for Form 5472. If no U.S. identifying number is entered for the owner, the form asks for a reference ID number instead. You create that number yourself and use the same one every year. Separately, the instructions ask for a foreign taxpayer identification number "if any." If the owner has none, write "None" or "N/A" in that box.
Penalties and records
The law sets a penalty of $25,000 "for each taxable year" in which the LLC fails to file or keep records. After the IRS sends a notice, a further $25,000 can apply for each 30-day period, including a partial period, that passes after 90 days.
Two points in the instructions are easy to miss:
- "Filing a substantially incomplete Form 5472 constitutes a failure to file Form 5472."
- The penalty also applies to a failure to keep the records the regulations require.
The records rule asks the LLC to keep books that support its return and its transactions with the owner. Keep them at least as long as the statute of limitations for that return. The business records retention table explains how those periods work.
The regulations allow a reasonable cause defense. The LLC has to show reasonable cause in a written statement made under penalties of perjury. The regulations say the IRS applies this "liberally" to small corporations in some cases. Meeting this process does not guarantee that the IRS will remove the penalty.
Form 5472 is separate from your state filings
Form 5472 is a federal filing. Your state may have its own annual report or franchise tax on a different date. See annual report and franchise tax by state for those rules.
FAQ
Does a foreign-owned LLC with zero revenue have to file Form 5472? Usually yes in the first year. The test is a reportable transaction. The owner's contribution counts as one, and so do amounts paid or received in connection with the LLC's formation. Revenue does not decide the question.
What if nothing at all happened between the owner and the LLC this year? The instructions say a foreign-owned LLC with no reportable transactions of the listed types is not required to file Form 5472. The instructions do not say whether a pro forma Form 1120 is needed on its own in that case.
Can I e-file Form 5472 for my single-member LLC? No. The instructions say a foreign-owned U.S. disregarded entity cannot file Form 5472 electronically. Use the fax number or the Ogden mailing address above.
How large is the penalty if the LLC misses Form 5472? $25,000 for each tax year with a failure. Additional $25,000 penalties can apply after an IRS notice if the failure continues past 90 days.
Does the owner need an ITIN to file Form 5472? No. The form asks for a U.S. identifying number only if the owner has one. Without one, enter a reference ID number you create.
Sources
- Instructions for Form 5472 (12/2024), IRS, accessed 2026-10-13
- 26 CFR § 1.6038A-1, General requirements and definitions, eCFR, accessed 2026-10-13
- 26 CFR § 1.6038A-2, Requirement of return, eCFR, accessed 2026-10-13
- 26 CFR § 1.6038A-4, Monetary penalty, eCFR, accessed 2026-10-13
- 26 U.S.C. § 6038A, Legal Information Institute, accessed 2026-10-13
- Instructions for Form 1120 (2025), IRS, accessed 2026-10-13
- Form 5472 (Rev. December 2023), IRS, accessed 2026-10-13
This guide is general information based on the sources listed above, not tax advice. For decisions about your situation, talk to a CPA or enrolled agent.
