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 for any year the LLC had a reportable transaction with you or another related party. In practice that’s nearly every year, since a capital contribution or a distribution both count on their own — see our related-party transactions guide for the full list of what qualifies.
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 complete the LLC’s name and address, item B (EIN) and item E (applicable return-status boxes) on page 1, and write “Foreign-owned U.S. DE” across the top. Sign and date the filing as the authorized signer, using “Owner” if you’re signing as the individual owner. You leave the income, deduction, and tax-calculation sections 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 to fill in on the pro-forma 1120: a line-by-line checklist
The IRS Form 5472 instructions specify the LLC’s name and address and items B and E on the first page of Form 1120. For this cover return:
- Enter the LLC’s name and mailing address.
- Enter the LLC’s EIN in item B, not the owner’s ITIN or foreign tax ID.
- In item E, check only the return-status boxes that apply, such as “Initial return” for the first filing or “Final return” for the last.
- Write “Foreign-owned U.S. DE” across the top and use the form for the tax year you’re reporting.
- Sign and date the filing as the authorized signer. If you’re the individual owner, use “Owner” as your title.
Leave the income, deductions, credits, and tax-computation sections blank. That does not decide whether the owner owes personal US income tax; it only reflects how this cover return works.
For example, a single-member Wyoming LLC owned by a founder in Berlin is filing for its first year. The founder enters the LLC’s name and mailing address, puts its EIN in item B, checks “Initial return” in item E, writes “Foreign-owned U.S. DE” at the top, and signs and dates it as Owner. The attached Form 5472 reports the year’s capital contribution. The pro-forma 1120 does not list revenue or expenses.
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
Form 5472 and its pro-forma 1120 share one deadline. See our filing deadlines and extensions guide for the exact date by entity type and how the six-month extension works; our 2026 tax deadlines guide rounds up every date on the calendar alongside it.
What’s specific to this paired filing is where it goes. 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 failure continues more than 90 days after the IRS sends a notice, an additional $25,000 applies for each 30-day period (or part of one) after that, with no cap. (See the IRS Form 5472 instructions, checked September 2026.) 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 does not apply directly. The IRS manual says First Time Abate relief does not apply to event-based filings such as Form 5472 (IRM 20.1.9.5.5, checked October 2026). It can follow only when an automatic penalty is removed together with relief on the related late Form 1120. For most owners, reasonable cause is the route that works. Our CP215 penalty guide walks through it.
- 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 prepare catch-up filings through our federal tax service whenever a client comes to us already behind and, where it applies, a penalty-relief request with the filing.
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 |
Under FinCEN’s final rule, effective August 14, 2026, companies formed in the US 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 through our accounting service.
- We prepare the pro-forma 1120 and the completed 5472.
- We file to the correct Ogden, UT address (or fax) by April 15 — or, if you need the extension, once you upload your own Form 7004 confirmation — and give you copies plus a submission record.
Form 5472 and pro-forma 1120 filing is $399 per filing for a single-member LLC, or $899 per filing for a C-Corp (multi-member LLC returns are coming soon), 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. If the failure continues more than 90 days after an IRS notice, an additional $25,000 applies for each 30-day period (or part of one) after that. Reasonable cause relief can reduce or remove it; First Time Abate does not apply directly to Form 5472.
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. Under FinCEN’s final rule, effective August 14, 2026, companies formed in the US are exempt from BOI reporting, and the reporting obligation now applies only to entities formed outside the US that register to do business in a US state. 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, accurate paperwork, and the right filing address — so a form you’d rather not think about stays exactly that.
