Form 5472 for foreign-owned US LLCs

The rule covers a foreign-owned US disregarded entity: a US LLC wholly owned by a foreign person, that has not elected to be taxed as a corporation. Since tax years beginning on or after 1 January 2017, an entity like this is treated as separate from its owner and classified as a corporation, but only for the reporting requirements under section 6038A.

A “foreign person” here means an individual who is not a US citizen or resident, or a company, partnership, estate or trust not created or organized in the United States.

If that describes you, keep reading. If your LLC has US owners, or more than one member, different rules apply and you should speak to an accountant about which.

You file when the LLC has a reportable transaction with a related party — in a single-member LLC, that is usually you, the owner.

The catch is how broad “reportable” is. For a foreign-owned disregarded entity it explicitly includes amounts paid or received in connection with the formation, dissolution, acquisition and disposition of the entity, including contributions to and distributions from it.

So all of the following are reportable:

• Money you put into the LLC to capitalize it
• Money you take out
• Loans between you and the LLC, in either direction
• Rent, royalties, interest, commissions
• Payments for services in either direction — including management fees
• Sales or purchases of property between you and the LLC
• Transactions where consideration was not full, or was not money at all

The “I had no income” mistake

People assume no income means no filing. But the transactions that trigger the requirement usually happen before the business earns anything:

• You paid the state’s formation fee, or your registered agent’s fee, out of your own pocket
• You paid this year’s state annual report fee or agent renewal
• You put money into the account to get the company started

Each of those is money moving between you and the LLC. A company that never traded, never invoiced anyone, and sat dormant all year still had somebody pay its registered agent — and if that somebody was you, there is a reportable transaction.

Form 5472 is attached to a pro forma Form 1120 and due when that return is due.

• Calendar-year filers — due 15 April the following year. This covers almost everyone, because a foreign-owned US disregarded entity uses the same tax year as its owner for US filing purposes, or the calendar year if there is none.
• Non-calendar tax years — due the 15th day of the fourth month after the tax year ends.

The extension, and the part people get wrong

You can get an automatic extension by filing Form 7004, generally six months, moving a 15 April deadline to 15 October. Three details trip people up:

1. Form 7004 must be filed by the regular due date of the return — not after it.
2. Enter the form code for Form 1120 on Part I, line 1. The 5472 instructions say to use the Form 1120 code, because the disregarded entity’s Form 5472 attaches to a pro forma Form 1120; the code table on Form 7004 itself lists Form 1120 as code 12. Write “Foreign-owned U.S. DE” across the top of the Form 7004 as well.
3. Send it to the dedicated address below — not the regular Form 7004 filing address in the 7004 instructions.

An extension gives you more time to file. It does not give you more time to pay anything owed.

Do not wait for a confirmation. The IRS no longer notifies you that an extension has been approved — it writes only if the request is disallowed. Keep the fax confirmation or the mailing receipt; for this filing route that is the only evidence you will have.

This is the other thing that catches people out: a foreign-owned US disregarded entity cannot file Form 5472 electronically.

Write “Foreign-owned U.S. DE” across the top of the Form 1120, attach Form 5472, and send it one of two ways.

On the pro forma 1120 itself: the instructions say the only information required is the name and address of the disregarded entity, plus items B (employer identification number) and E (the initial return / final return / name change / address change boxes) on the first page. In practice some preparers also complete C (date incorporated) and D (total assets). Your accountant will tell you what they want on it — the point is that this form is a cover sheet for the 5472, not a tax return, and the bulk of it stays blank.

US$25,000 for failing to file when due and in the manner prescribed. The same penalty applies to failing to maintain the required records.

Two things make it worse than it first appears:

• A substantially incomplete form counts as a failure to file. Filing something is not the same as filing properly — an incomplete return draws the full penalty.
• It compounds. If the failure continues more than 90 days after the IRS notifies you, an additional US$25,000 applies, and then again for each 30-day period, or part of one, that it continues.

Criminal penalties can also apply for failing to submit information or for filing false information.

The reporting obligation comes with a record-keeping obligation. You must keep permanent books and records sufficient to establish the correctness of the return, including anything relevant to how transactions with related parties should be treated.

In practice, for each transaction between you and the LLC, that means:

• Date
• Description of what it was
• Amount and currency
• Which related party
• What type it was — contribution, distribution, loan, payment, purchase
• A reference to the supporting document (invoice, bank record)

Amounts must be stated in US dollars, with a schedule of the exchange rates used.

How long you have to keep it

The IRS periods of limitations for income tax records run from three years in the simplest case, to six years where income that should have been reported is left out and it comes to more than a quarter of the gross income the return shows, to indefinitely where a return was never filed or a fraudulent one was. Records connected to property are kept until the period expires for the year the property is disposed of.

The limitation periods run from after the return was filed, and a return filed before its due date is treated as filed on the due date — so filing early does not start the clock early.

Separately from the income tax rules, the Form 5472 instructions require permanent books and records sufficient to establish the correctness of the return.

The IRS makes one further point worth carrying: before discarding a record whose tax life has run out, check whether it has to be kept longer for another reason — an insurer or a creditor may require it. The safe answer is to keep everything and ask your accountant before disposing of anything.

The Company Records Index lists a core record set for a single-member US LLC, and is free.

Beneficial ownership information reporting to FinCEN is a separate requirement from anything else on this page. It is not an IRS filing, it is not Form 5472, and meeting one has no bearing on the other.

It is worth two minutes because a lot of owners in your position believe they have to file it, and almost none of them do.

FinCEN issued a final rule on 11 August 2026, effective 14 August 2026, that made permanent an exemption first introduced in March 2025. Under it, a “reporting company” means only an entity formed under the law of a foreign country that has then registered to do business in a US state. Entities created in the United States are exempt, and so are their beneficial owners.

This is worth spelling out because the announcements are easy to misread. They say foreign entities that are reporting companies must still report their foreign beneficial owners, and if you are a foreign person who owns a US company it is natural to read that as describing you. It does not. You are a foreign person; the rule is about foreign entities, and your LLC is not one.

Where it does still bite: a company formed outside the United States that registers to do business in a US state. If you hold your US LLC through an offshore holding company and that holding company has itself registered in a state, the holding company is a reporting company even though the LLC is not. If that is your structure, raise it with your accountant.

BOI reporting probably does not apply to you. This one might, and it catches people for a reason worth understanding.

The FBAR — FinCEN Form 114 — reports foreign financial accounts. Like BOI it goes to FinCEN rather than the IRS, and it has nothing to do with Form 5472. Unlike Form 5472, it is filed electronically.

So your company can have an FBAR obligation in a year when you personally, as a non-resident, have none for your own accounts. The obligation belongs to the entity, not to you.

The trigger is an aggregate one. If the combined maximum value of the company’s foreign financial accounts goes above US$10,000 at any point in the year, the obligation is engaged. Aggregate means across every account rather than each one separately — two accounts a little over US$5,000 each cross the line together, and a single day above it is enough for the whole year.

It also does not matter whether the account earned anything. An account that produced no interest and no income is reportable exactly the same way.

What makes an account foreign is where it is held, not whose bank it is

The reference guide puts it directly: it is the location of the account, not the nationality of the institution, that decides.

• An account at a US bank’s branch physically located in Germany is a foreign financial account
• An account at a French bank’s branch physically located in Texas is not

That is the test to apply to any balance held with a payment or e-money provider — where is the account actually maintained — and it is often not obvious from the app. A company with no foreign financial account and no reportable authority over one would not have an FBAR filing obligation on that basis; confirm where each account is maintained, including accounts held at foreign branches of US institutions.

That determination belongs to your accountant, and it is not one to guess at. FBAR penalties arise under a different statute from the ones described earlier on this page, and a willful failure can reach half the balance in the account. This page prints no figure on purpose: the civil maximums are adjusted for inflation every year, and the IRS attaches a warning to its own published materials that the amounts in them may already be out of date.

Dates and records

The FBAR covers a calendar year and is due 15 April, with an automatic extension to 15 October that nobody has to request. It is filed through FinCEN’s BSA E-Filing System, never with a tax return. Records for each reported account — the name it is held in, the account number, the institution’s name and address, the account type and the maximum value during the year — are kept for five years from the FBAR’s due date. The law does not specify what form the records take; bank statements or a copy of the filed FBAR will do if they carry those details.

If a year was missed, there is a defined route for filing late, and the IRS says the position is best while it has not yet made contact. That is a conversation to have with your accountant promptly rather than at leisure.