If a non-US person owns your US LLC — even a single-member LLC that made $0 last year — the IRS still expects an annual report of what moved between you and the company. That’s Form 5472, filed together with a mostly-blank cover return called the pro-forma Form 1120. The deadline is April 15, the standard penalty for missing it starts at $25,000, and neither number depends on how much your company earned. Here’s what actually goes into the filing, who needs it, and how we handle it for every client on our federal tax plan.
What Form 5472 actually is
Form 5472 is an information return, not a tax bill. It exists so the IRS can see money moving between your US company and the people connected to it — mainly you, the owner, and any other business you control. Foreign-owned entities are harder for the IRS to trace through the usual channels, so this form closes that gap directly.
Filing doesn’t mean you owe tax. Funding your LLC’s bank account — a capital contribution — is itself a reportable transaction, which is why even dormant, zero-revenue companies usually still have to file.
Who has to file it
You’ll need to file Form 5472 if your business fits any of these:
- A foreign-owned single-member LLC (“disregarded entity” for tax purposes) — the most common case for non-resident founders.
- A US corporation at least 25% owned, by vote or value, by one foreign shareholder.
- A foreign corporation engaged in a US trade or business.
Most non-resident owners land in the first group. The IRS shorthand for it is FOUSDE — Foreign-Owned US Disregarded Entity — and if that’s your setup, Form 5472 is due every year the LLC exists, income or not.
A “foreign person” here means anyone who isn’t a US citizen or resident alien: no green card, and you don’t meet the substantial presence test. Foreign corporations, partnerships, trusts, and even foreign governments acting commercially all count too.
The pro-forma 1120: what it actually is
“Pro-forma 1120” trips people up because it sounds like a separate filing. It isn’t — it’s a stripped-down version of the standard corporate return, Form 1120, used purely as a cover page to carry your Form 5472 to the IRS.
As a FOUSDE, you only fill in identification details: your LLC’s name and address, its EIN, the applicable checkboxes at the top, the words “Foreign-owned U.S. DE” written across the header, and a signature at the bottom (title: “Owner”). You leave every income, deduction, and tax-calculation section blank.
“Pro-forma” doesn’t mean draft. The IRS treats this as your actual required filing — an incomplete-looking 1120 is exactly what a correct FOUSDE submission is supposed to look like.
What counts as a reportable transaction
Form 5472 wants a record of every transaction between your LLC and its related foreign parties — mainly you. The common categories:
| Transaction type | Examples |
|---|---|
| Sales & purchases | Inventory, supplies, equipment |
| Services | Consulting fees, management services, technical support |
| Rents & royalties | Office space, intellectual property licensing |
| Loans & interest | Owner loans to the LLC, interest payments |
| Commissions | Sales commissions, finder’s fees |
| Insurance premiums | Business insurance paid to a foreign insurer |
FOUSDEs also report a category that catches almost everyone, even businesses with no sales at all: capital contributions (funding the LLC), capital distributions (owner withdrawals), formation costs paid on the LLC’s behalf, and any operating expense you covered directly. Property or services transferred for less than fair value count too. If you’ve ever moved money into your LLC’s bank account to open it, that transfer belongs on this year’s Form 5472. For a deeper walk through categorizing your specific transactions, see our related-party transactions guide.
Deadlines and how to file
For calendar-year filers — most LLCs — Form 5472 and its pro-forma 1120 are due April 15. Filing Form 7004 by that date gets you an automatic six-month extension to October 15. Fiscal-year filers have until the 15th day of the fourth month after their tax year ends. Our 2026 tax deadlines guide rounds up every date on the calendar alongside this one; for the extension math specifically, see our filing deadlines and extensions guide.
FOUSDEs can’t e-file. The form goes by mail or fax, to a dedicated processing address separate from the standard 1120 mailbox:
Mail: Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112 Attn: PIN Unit, Ogden, UT 84201 Fax: 855-887-7737
Sending Form 5472 to the standard Form 1120 address instead of Ogden is one of the most common causes of delay — the IRS may treat it as never received. We always file to the dedicated FOUSDE address.
Before you can file at all, you’ll need an EIN for the LLC (apply by phone, fax, or mail if you don’t have an SSN or ITIN — see our EIN guide for foreign-owned LLCs), your home country’s FTIN (foreign taxpayer identification number, entered on Part II), and, if you have US effectively connected income, an ITIN — our ITIN guide covers when that applies.
Penalties, and why the deadline is worth protecting
The standard penalty is $25,000 per form, per year, for failing to file or filing a substantially incomplete return — and it applies whether the LLC earned anything or not. If the issue isn’t resolved within 90 days of an IRS notice, an additional $25,000 applies for every following 30-day period. Because the clock on your entire tax return’s statute of limitations stays open until you file, an unfiled Form 5472 doesn’t fade with time the way most tax issues do.
A return counts as “substantially incomplete” if it’s missing required transactions, leaves out a foreign taxpayer ID, or has blank sections without explanation — so completeness matters as much as timeliness. None of this is designed to catch honest founders off guard; it’s designed to be routine once you know the shape of it, which is exactly what we build our federal tax service around.
Mistakes we see most often
- Assuming zero income means no filing. A dormant LLC with a single funding transfer still has to file.
- Missing the initial capital contribution. The deposit that opened your LLC’s bank account counts as a reportable transaction, not just later revenue.
- Mailing to the wrong address. Use the Ogden, UT FOUSDE address, never the standard 1120 processing center.
- Trying to e-file. Tax software will reject a FOUSDE’s Form 5472 — mail or fax are the only valid channels.
- Not keeping transaction records. Inadequate records carry the same $25,000 penalty as not filing at all, so we recommend tracking every transfer between personal and LLC accounts from day one.
If you’re behind: penalty relief options
If a deadline has already passed, you generally have three paths back to compliance:
- Reasonable cause. The IRS accepts an honest misunderstanding of the requirement, limited US tax experience, or good-faith reliance on a tax professional as grounds for relief — and its own guidance tells examiners to apply this “liberally” for smaller foreign-owned corporations with limited US presence.
- First-Time Abate. If you have no Form 5472 penalties in the prior three years and your other returns are current, you may qualify for automatic relief without a detailed reasonable-cause explanation.
- Delinquent filing procedures. File every missing return, attach a reasonable-cause statement, and submit before the IRS opens an examination — doing this proactively meaningfully improves your odds of penalty reduction or elimination.
We handle catch-up filings and abatement requests through our federal tax service whenever a client comes to us already behind.
Form 5472 vs. FinCEN BOI reporting
These two get confused constantly, but they’re separate obligations from separate agencies:
| Form 5472 | FinCEN BOI | |
|---|---|---|
| Purpose | IRS transaction monitoring | Beneficial-ownership disclosure |
| Agency | Internal Revenue Service | Financial Crimes Enforcement Network |
| Frequency | Annual | Initial filing + updates on ownership change |
| Deadline | April 15 (calendar year) | 30 days after a reportable change |
Since March 2025, domestic US companies are exempt from BOI reporting under the Corporate Transparency Act — only foreign entities registered to do business in the US still file it. Filing Form 5472 doesn’t satisfy any BOI obligation you might still have, and vice versa; we track both separately so nothing gets assumed covered by the other.
How we handle it
We fold Form 5472 into every federal tax plan, so it’s not something you have to track on your own:
- We confirm your entity type and ownership to determine exactly which forms apply.
- We gather the year’s transactions between you and the company, drawing on the bookkeeping we maintain in Xero through our accounting service.
- We prepare the pro-forma 1120 and the completed 5472, and a US-licensed CPA reviews both before filing.
- We file to the correct Ogden, UT address (or fax) by April 15, or file Form 7004 for you if you need the extension.
Form 5472 and pro-forma 1120 filing is included at $399 per filing for a single-member LLC, or $899 per filing for a C-Corp or multi-member LLC, as part of our federal tax filing service. If you’re just forming your company, our company formation plans start at $199/year and set up the EIN you’ll need before any of this applies.
Quick answers
Do I need to file if my LLC made no money?
Yes, if any reportable transaction occurred — and funding the LLC’s bank account or paying formation costs both count. Zero revenue doesn’t exempt you.
What is pro-forma Form 1120?
A simplified version of the standard corporate return, used only as a cover page for Form 5472. You complete identification details and a signature — nothing about income, deductions, or tax.
When is Form 5472 due?
April 15 for calendar-year filers, or October 15 with an extension filed by April 15. Fiscal-year filers use the 15th day of the fourth month after their tax year ends.
What happens if I miss the deadline?
The standard penalty is $25,000 per form, per year, with an additional $25,000 for each 30-day period beyond 90 days after IRS notification. Reasonable cause and First-Time Abate can both reduce or eliminate it.
Can I e-file Form 5472?
No — FOUSDEs must file by mail to the Ogden, UT address or by fax. E-filing through tax software isn’t accepted for this filer type.
Is this the same as FinCEN BOI reporting?
No. Form 5472 is an IRS transaction filing due every year; BOI reporting is a separate FinCEN ownership disclosure that, since March 2025, applies only to foreign entities registered in the US. Filing one doesn’t cover the other.
Need help with Form 5472 and the pro-forma 1120? Our federal tax filing service prepares and files both every year — transaction tracking, CPA review, and the right filing address — so a form you’d rather not think about stays exactly that.
