Last reviewed October 7, 2026 · By the NYBACS advisory team
Short answer
Form 5472 is an IRS information return that a single-member US LLC owned by a non-US person must file every year it has a reportable transaction with its owner or another related party — including the owner's capital contributions, loans, distributions and payment of formation costs. It is attached to a pro forma Form 1120, cannot be e-filed, and missing it carries a $25,000 penalty per form.
Key takeaways
- A foreign-owned single-member LLC is "disregarded" for income tax but is treated as a corporation for Form 5472 reporting purposes.
- Reportable transactions include money the owner puts in, money taken out, loans, services paid for, and amounts paid to form or dissolve the LLC.
- The form is attached to a pro forma Form 1120 and is due by the Form 1120 due date — April 15 for a calendar-year LLC, extendable with Form 7004.
- Foreign-owned disregarded entities cannot e-file Form 5472; it is faxed or mailed to the IRS as the instructions specify.
- The penalty for failing to file a complete, timely Form 5472 is $25,000, with further $25,000 penalties if the failure continues after IRS notice.
Why a "disregarded" LLC still has an IRS filing
A single-member LLC is normally disregarded for US income tax purposes: its income is reported by its owner rather than by the LLC. Many non-US founders read this as "no US filing required". Since 2017, however, Treasury regulations treat a US disregarded entity that is wholly owned by one foreign person as a domestic corporation for the narrow purpose of Section 6038A reporting.
The result is that the LLC itself must report its dealings with its foreign owner and other related parties on Form 5472, even when it has no US income and no US tax to pay. The rule exists so the IRS can see money moving between US entities and their foreign owners.
Who must file Form 5472
Form 5472 is filed by a "reporting corporation". The two groups founders most often fall into are:
- A foreign-owned US disregarded entity — typically a single-member LLC owned by a non-US individual or a non-US company. This is the most common case for international founders.
- A US corporation that is at least 25% foreign-owned — including a C-Corp with a non-US shareholder holding 25% or more of the vote or value. These companies attach Form 5472 to their regular Form 1120.
A multi-member LLC taxed as a partnership does not file Form 5472; it files Form 1065 instead, which carries its own reporting for foreign partners.
What counts as a reportable transaction
For a foreign-owned disregarded entity, the IRS definition is broad. Reportable transactions include:
- Capital contributions — the owner wiring money into the LLC, including to fund a bank account or pay early expenses.
- Distributions — any money the owner takes out.
- Loans in either direction, and interest on them.
- Payments for services, goods, rent or royalties between the LLC and its owner or related companies.
- Formation, dissolution, acquisition and disposition costs — so formation fees the owner paid on the LLC's behalf are themselves reportable.
This is why a newly formed LLC with zero revenue usually still has a filing: almost every LLC receives at least an initial contribution from its owner or has its formation paid for by that owner. Transactions are reported by category and amount, so they need to be traceable in the LLC's books and bank records.
How and when it is filed
A foreign-owned disregarded entity files Form 5472 attached to a pro forma Form 1120. Only the name, address and a few identifying items on the Form 1120 are completed, and "Foreign-owned U.S. DE" is written across the top.
| Item | What applies |
|---|---|
| Due date | The Form 1120 due date — the 15th day of the 4th month after year-end (April 15 for a calendar year) |
| Extension | Form 7004, filed by the original due date, extends the deadline by six months |
| Filing method | Fax or mail to the IRS address in the current instructions — e-filing is not available for foreign-owned DEs |
| Identification | The LLC needs its own EIN; the foreign owner's details and country of residence are reported on the form |
The LLC must also keep records sufficient to support what it reports, under the general Section 6001 record-keeping rules.
Penalties and how to fix a missed filing
The penalty for failing to file a timely, complete Form 5472 — or for failing to keep the required records — is $25,000 per form. If the failure continues for more than 90 days after the IRS notifies the company, a further $25,000 can apply for each 30-day period it continues.
If prior years were missed, the usual path is to reconstruct the related-party transactions from bank statements and records, prepare the late returns accurately, and file them with an explanation of the circumstances. Whether relief from penalties is available depends on the facts, so a missed-year situation should be reviewed before filing rather than patched quickly.
Common mistakes to avoid
- Assuming a disregarded LLC with no revenue has no IRS filing at all.
- Leaving out the owner's initial capital contribution or the formation fees the owner paid.
- Trying to e-file through software that does not support foreign-owned DE filings, then missing the deadline.
- Filing Form 5472 without the pro forma Form 1120, or without writing "Foreign-owned U.S. DE" across the top.
- Mixing personal and LLC funds so related-party transactions cannot be reliably totalled.
- Applying for an extension after the original due date instead of on or before it.
Documents and records to prepare
- LLC formation certificate and EIN confirmation letter (CP 575 or 147C)
- Owner details: full legal name, address, country of residence and foreign tax identification number
- Full-year bank statements for every LLC account, including fintech and payment-processor accounts
- Records of every owner contribution, distribution and loan, with dates and amounts
- Invoices or receipts for formation, registered agent and other costs paid by the owner
- Prior-year Form 5472 and pro forma Form 1120 filings, if any
NYBACS 360° support
How NYBACS helps
- Confirms whether your LLC is a reporting entity and which years are affected.
- Builds a related-party transaction schedule from your bank, fintech and payment-processor records.
- Prepares the pro forma Form 1120 and Form 5472 and coordinates timely fax or mail filing, or a Form 7004 extension.
- Reviews missed prior years and coordinates late filings with qualified tax professionals.
- Sets up simple bookkeeping so next year's Form 5472 is a quick, low-risk exercise.
Frequently Asked Questions
Does my LLC need to file Form 5472 if it made no money?
Usually yes. The filing is triggered by transactions with the foreign owner, not by income. If you funded the LLC, paid its formation fees or moved any money between you and the LLC during the year, those are reportable transactions.
Do I also need to file a US personal tax return?
Not automatically. Form 5472 is the LLC's information return. Whether you personally must file a US return (for example Form 1040-NR) depends on whether the LLC's activity creates US-source or effectively connected income — a separate question that should be reviewed on its own facts.
Can a C-Corp with a foreign shareholder ignore Form 5472?
No. A US corporation that is at least 25% foreign-owned files Form 5472 with its regular Form 1120 for each related party it had reportable transactions with. The difference is that a C-Corp files a full return and can generally e-file it.
What if I only found out about Form 5472 after several years?
Start by reconstructing each year's related-party transactions from bank records, then prepare the missing filings accurately. Do this before any IRS contact if possible, and get the situation reviewed so the explanation and any penalty-relief request are handled properly.
Is there a minimum amount before a transaction must be reported?
There is no general de minimis threshold for a foreign-owned disregarded entity's reportable transactions. Small owner payments still count, which is why consistent bookkeeping from formation onward matters.
