Form 5472 Filing Requirements for Foreign-Owned U.S. LLCs

If you are a foreign person or entity that owns a single-member U.S. LLC, the IRS requires you to file Form 5472 annually, attached to a pro forma Form 1120, even if your LLC had no business activity or income during the year.

Who Must File

Under Treasury Regulations § 1.6038A-1 and § 1.6038A-2, a "reporting corporation" includes any U.S. disregarded entity (such as a single-member LLC) that is wholly owned by a foreign person. These entities are treated as corporations solely for the purpose of Form 5472 reporting. The filing obligation applies regardless of whether the entity had income, expenses, or any transactions during the tax year.

What Gets Filed

• Form 5472: Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business
• Pro forma Form 1120: A simplified U.S. corporate income tax return that serves as the cover sheet for Form 5472. Only the entity name, address, EIN, and a few identification fields need to be completed.

Deadlines

The return is due on the 15th day of the 4th month following the close of the entity's tax year. For calendar-year entities, this means April 15. An automatic 6-month extension is available by filing Form 7004 before the original due date.

Penalties for Non-Compliance

The penalty for failure to file Form 5472 (or for filing an incomplete or inaccurate return) is $25,000. If the failure continues for more than 90 days after the IRS mails a notice of failure, an additional $25,000 penalty applies for each 30-day period (or fraction thereof) during which the failure continues. There is no stated maximum cap on these continuation penalties.