Does a foreign-owned U.S. LLC file Form 5472? How to prepare and send the pro forma 1120, and what happens if you don't

Form 5472 is the information return a foreign-owned U.S. company uses to report its dealings with foreign owners and other related parties. A U.S. corporation that's at least 25% foreign-owned files it, and so does a single-member LLC owned by a foreign individual or company, which has been treated as a corporation for Form 5472 since 2017 and files a pro forma 1120 with the 5472 attached.

Many of our clients live in China and set up an LLC in Wyoming, Delaware or North Carolina through a formation service, to sell online, serve overseas customers or open a U.S. bank account. Nobody mentioned Form 5472 at formation. Years later they learn there's a form due every year and that each missed one carries a $25,000 penalty.

• U.S. corporations at least 25% foreign-owned: a foreign individual or company owns 25% or more of the vote or value, directly, indirectly or constructively. The company files its normal 1120 with Form 5472 attached, and e-filing works.
• Foreign-owned single-member LLCs: one member, and that member is a foreign individual or a foreign company (such as your Hong Kong company). For income tax, the LLC is a disregarded entity (DE) by default. Regulations issued in December 2016 (T.D. 9796) treat these LLCs as corporations for Form 5472 starting with tax years beginning in 2017, so they file on their own.
• Foreign corporations doing business in the U.S.: they file Form 1120-F with Form 5472 attached.
• When it's not Form 5472: an LLC with two or more members taxed as a partnership files Form 1065, not Form 5472 (foreign partners have their own rules). And once the owner gets a green card or becomes a U.S. tax resident, the owner is no longer foreign.

Description: The company type and owner on the left; the annual federal filing on the right.

Company and owner	What it files each year	How
Single-member LLC owned by a foreign individual (no green card, not a U.S. tax resident)	Pro forma 1120 + Form 5472	Fax 855-887-7737 or mail to the Ogden PIN Unit; no e-filing
Single-member LLC owned by a foreign company (such as a Hong Kong company)	Pro forma 1120 + Form 5472	Same as above
C corporation (or LLC taxed as one) at least 25% foreign-owned	Regular Form 1120 with Form 5472 (one per related party)	With the 1120; e-filing allowed
Multi-member LLC taxed as a partnership with a foreign member	Form 1065, no Form 5472	If it has U.S. business income, check the foreign partner withholding rules
Foreign corporation with a U.S. business	Form 1120-F with Form 5472	With the 1120-F
Owner is already a U.S. citizen, green card holder or tax resident	Not foreign-owned; no Form 5472	A single-member LLC generally goes on the owner's Schedule C

Yes. For a foreign-owned single-member LLC, essentially any movement of money or property between the LLC and its owner, or the owner's other companies, is a reportable transaction: money the owner puts in (capital or a loan), money the LLC sends back (distributions or repayments), formation, agent and annual fees the owner pays for the LLC, and service fees, purchases or rent the LLC pays the owner.

• Annual totals: you generally report the year's total for each type, in dollars, not each transaction.
• Related parties aren't just you: your other companies in China or Hong Kong, and companies your family controls, can be related parties too.
• Third-party dealings stay off the form: sales to U.S. customers, Amazon fees and payments to U.S. suppliers aren't reported on Form 5472 (they still go in the books).

Example (hypothetical numbers, to show the method): Mr. Li lives in Shanghai and isn't a U.S. person. In March 2026 he forms a single-member Wyoming LLC through a registered agent.

The LLC files a pro forma 1120 and Form 5472 for 2026, due April 15, 2027. If 2026, 2027 and 2028 all go unfiled, the starting penalty is 3 × $25,000 = $75,000.

Usually, yes. What matters is whether there were any transactions with the owner or other related parties, not whether there was income. In the formation year, the fees the owner paid for the LLC are themselves reportable transactions, and so are the annual report and registered agent fees the owner pays in later years. Only an LLC with no related-party transactions at all during the year may be able to skip it.

• The formation year almost always counts: filing fees, agent fees and EIN service fees paid by the owner are formation transactions.
• "Dormant" LLCs: no business, but the owner still pays the state fee and registered agent every year. Those are payments on the LLC's behalf and are reportable.
• A bank account nobody touches: if there was no money in or out and the owner paid nothing for the LLC all year, there may be no reportable transaction that year. Check every item, and if you're unsure, filing for the year is the safer choice.
• Close it properly if you don't need it: dissolve the LLC with the state and check "Final return" on the last pro forma 1120, so the filings and state fees don't keep piling up (see yclcpa.com/annual).

A pro forma 1120 is a Form 1120 in form only. A foreign-owned single-member LLC is still a disregarded entity for income tax, so it computes no tax and pays none; the 1120 is just the cover sheet that carries Form 5472 to the IRS. You fill in the name, address and items B and E on page 1, write "Foreign-owned U.S. DE" across the top, and leave everything else blank.

Many people search for "pro forma 1120" expecting to file a full corporate return. You don't. The LLC's income and expenses don't go on this form. If the LLC has U.S. business income, the owner reports it on Form 1040-NR (or Form 1120-F for a foreign corporate owner); see yclcpa.com/1040nr.

Description: Work down the steps; the right column flags what to watch.

Step	What to do	Watch for
1. Get an EIN	The LLC needs its own EIN	You can't file without one; a foreign owner without an SSN or ITIN can't apply online
2. Use the right forms	For 2026, the 2026 Form 1120 and the current Form 5472 (Rev. 12-2024)	Same tax year as the owner; individual owners generally use the calendar year
3. Mark the top	Write "Foreign-owned U.S. DE" across the top of page 1 of the 1120	The Form 7004 extension needs the same marking
4. Fill in four things	The LLC's name and address; item B, the EIN; item E, the boxes for initial return, final return, name change or address change (only those that apply)	Leave every income, deduction and tax line blank
5. Sign	The person in charge of the LLC (usually the owner) signs, dates and enters a title	If we prepare it, we also sign as paid preparer
6. Attach Form 5472	Part I: the LLC's information, with the foreign-owned DE box checked; Part II: the foreign owner; Part III: the related party you transacted with; Parts IV, V and VI: the transactions, with a statement for Part V	Enter the owner's foreign tax ID (FTIN), or "None" or "N/A" if there isn't one
7. Send it	Fax to 855-887-7737 (300 DPI or higher), or mail to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201	No e-filing; don't use the Form 1120 address; keep the fax confirmation or mailing receipt
8. Meet the deadline	April 15, 2027; if you need more time, file Form 7004 before then	Use the Form 1120 code on line 1 of Form 7004, mark it "Foreign-owned U.S. DE," and send it to the same fax number or address

Common errors on Form 5472

• Part I: this is the LLC's own name, address and EIN, not the owner's. Check the box for a foreign-owned DE.
• Part II: the 25% foreign shareholder, meaning you or your foreign company, with country of citizenship, country of residence and foreign tax ID. Chinese individuals generally use their resident identity card number as the foreign tax ID.
• Dollars only: translate foreign-currency transactions at a reasonable exchange rate and say which one you used.
• The Part V statement: list contributions, distributions, fees paid on the LLC's behalf and similar items by type and amount on an attached page.
• One form per related party: transactions with two related parties generally mean two Forms 5472.

The due date is the same as Form 1120's: the 15th day of the fourth month after the tax year ends, so April 15 for a calendar year. The 2026 return is due April 15, 2027. If you need more time, file Form 7004 by the due date for a six-month extension to October 15.

• How to fill out Form 7004: enter the Form 1120 code on Part I, line 1, and write "Foreign-owned U.S. DE" across the top.
• Where Form 7004 goes: the same fax number (855-887-7737) or Ogden PIN Unit address, not the address in the Form 7004 instructions.
• The formation year counts: an LLC formed in November 2026 files for 2026 if it had any reportable transactions.
• The final year: the last year is filed too, with "Final return" checked in item E.

A foreign-owned single-member LLC must have its own EIN to file Form 5472. The EIN application asks for a "responsible party," which must be the individual who actually controls the LLC, usually the foreign owner. A foreign owner without an SSN or ITIN can't apply online and uses Form SS-4 by fax or mail, or calls the IRS international line if the principal place of business is outside the U.S.

• Why the EIN is required: the 2016 regulations specifically require foreign-owned DEs to have their own EIN for Form 5472. Without one you can't file, and most U.S. banks won't open an account.
• How to apply: fax Form SS-4 to the IRS (855-215-1627 from within the U.S., 304-707-9471 from abroad) or mail it to the EIN International Operation in Cincinnati. If the principal place of business is outside the U.S., you can also call 267-941-1099 (not toll-free).
• Name a real person: not the registered agent or someone at the formation service. If the responsible party changes, tell the IRS on Form 8822-B within 60 days.
• If a service got the EIN for you: find the EIN confirmation letter (CP 575 or a 147C letter) and check the LLC name, responsible party and address.

Besides filing Form 5472, a foreign-owned company must keep books and records that support its related-party transactions. Failing to keep them carries the same $25,000-per-year penalty. When the IRS asks, the records generally have to be produced within a set period (typically 60 days), and foreign-language documents may need translations.

• Bank statements: the LLC's U.S. account and any account the owner used to move money in or out.
• Contributions and distributions: wire confirmations, transfer records and owner resolutions.
• Fees the owner paid: state receipts, agent and formation service invoices, credit card statements.
• Related-party contracts and invoices: purchase agreements, service agreements, loan agreements.
• Yearly books: if the LLC has a business, monthly bookkeeping and a year-end profit and loss statement and balance sheet; the Form 5472 numbers come from the books.
• How long: at least until the assessment period for the year closes. For a year without Form 5472, that period never starts, so keep the records.

$25,000 per Form 5472 per year for not filing, filing a substantially incomplete form or not keeping records. If the failure continues more than 90 days after an IRS notice, $25,000 more applies for each 30 days, with no cap. Chief Counsel memo CCA 202617012, released April 24, 2026, says reasonable cause must be applied liberally to "small corporations" with gross receipts of $20 million or less, but it requires a factual statement signed under penalties of perjury, and relief isn't automatic.

• Per form, per year: one LLC with three missed years starts at $75,000, and transactions with two related parties double the count.
• The statute stays open: under IRC §6501(c)(8), the assessment period for a year without Form 5472 ends 3 years after you file it.
• First-time abatement generally doesn't apply: reasonable cause is the main route.
• What the CCA says: the small corporation provision in Treas. Reg. §1.6038A-4(b)(2) tells the IRS to apply reasonable cause liberally for a small corporation that (1) had gross receipts of $20 million or less for the year, (2) didn't know about the Form 5472 requirements (the IRS looks at whether it or related companies filed before), (3) had limited presence in and contact with the U.S. (the IRS looks at where officers are and their experience, the number and size of U.S. customer transactions, and dealings with U.S. persons and governments), and (4) responded promptly and fully to IRS requests. If a written statement establishes all four, the IRS would ordinarily be justified in granting relief without further inquiry.
• Its limits: a conclusory "we didn't know" isn't enough, and known facts that contradict the statement defeat it. A CCA is internal legal advice and can't be cited as precedent. Whether and how it applies to a foreign-owned single-member LLC depends on the facts.
• Relief doesn't excuse filing: even if the penalty is waived, Form 5472 still has to be filed and the records kept.

If the IRS hasn't contacted you or opened an exam, file each missing year's pro forma 1120 and Form 5472 under the Delinquent International Information Return Submission Procedures (DIIRSP), with a reasonable cause statement, to the same PIN Unit fax or address. If you've already received a penalty notice, answer it and request abatement with a reasonable cause statement.

• Which years: every year from formation, or from the first year with reportable transactions.
• A statement for each year: written to DIIRSP standards and signed under penalties of perjury. If the small corporation provision fits, address each of the four requirements (see yclcpa.com/diirsp).
• Relief isn't guaranteed: the IRS may assess $25,000 first and then review the statement. If a penalty notice arrives, respond by the deadline.
• Check the owner's own return too: if the LLC had U.S. business income, the foreign owner may also need to catch up on Form 1040-NR, and U.S. employees bring payroll tax filings.

Form 5472 is a federal tax filing with the IRS. State annual reports and FinCEN's beneficial ownership information (BOI) reporting are separate. As of October 2026, FinCEN's August 2026 final rule exempts companies formed in the U.S., including foreign-owned LLCs, from BOI reporting. Form 5472 and the state annual report are still due every year.

• BOI: FinCEN's March 2025 interim final rule and August 2026 final rule limit BOI reporting to companies formed abroad that register to do business in the U.S. A U.S.-formed LLC doesn't file BOI now, but that has nothing to do with Form 5472 (see yclcpa.com/boi).
• Formation: which state, whether you need a registered agent and whether to elect corporate tax treatment all shape what you file later (see yclcpa.com/llc).
• State annual reports: Wyoming, Delaware, North Carolina and other states require an annual report and fee, handled separately from Form 5472 (see yclcpa.com/annual).
• LLCs that elected corporate status: an LLC that filed Form 8832 to be taxed as a C corporation files a real Form 1120 with Form 5472 attached and computes and pays tax. It's not a pro forma return.

Start with the type of LLC and who owns it, then check whether earlier years were filed, and find your situation below.

• Situation A: a newly formed foreign-owned single-member LLC. Confirm the EIN and responsible party details and start keeping books. The formation year needs a pro forma 1120 and Form 5472, due April 15 of the following year.
• Situation B: formed years ago and never filed. If the IRS hasn't written, file each year under DIIRSP with a reasonable cause statement. If gross receipts were $20 million or less, see whether the small corporation provision fits (yclcpa.com/diirsp).
• Situation C: you've received a $25,000 penalty notice. Don't wait. Reply by the deadline with a reasonable cause statement signed under penalties of perjury, and file the missing years at the same time.
• Situation D: you no longer need the LLC. Dissolve it with the state and file a final pro forma 1120 and Form 5472 with "Final return" checked. Leaving it alone lets state fees and Form 5472 obligations keep building.
• Situation E: the owner got a green card or became a U.S. tax resident. From the year the owner becomes a U.S. person, the LLC is no longer foreign-owned. A single-member LLC generally moves to the owner's Schedule C, and the transition year depends on the dates.