Form 5472 for a Foreign-Owned LLC With No Revenue (2026): Who Files, How and When
If you live outside the US and own a US LLC alone, you almost certainly have a federal filing due every April even if the company never made a sale. It is not a tax return and it usually carries no tax, but the penalty for missing it is $25,000.
The short answer
A US LLC wholly owned by one foreign person is a "foreign-owned U.S. disregarded entity". For this purpose it is treated as a corporation and must file Form 5472 attached to a pro forma Form 1120 for any year in which it has a reportable transaction with a related party, including its owner. It cannot be filed electronically. Source: IRS Instructions for Form 5472.
Why "no revenue" does not mean "no filing"
The trigger is a transaction between the LLC and a related party, not income. For a foreign-owned disregarded entity, the IRS instructions list contributions to and distributions from the entity, and amounts paid or received in connection with its formation, dissolution, acquisition and disposition. So:
| What happened | Reportable? |
|---|---|
| You paid the state filing fee or the registered agent from your personal card | Yes, amounts paid in connection with formation |
| You transferred money from your personal account into the LLC's account | Yes, a contribution |
| You moved money from the LLC to yourself | Yes, a distribution |
| The LLC paid you, or you paid expenses on its behalf | Yes |
| The LLC existed all year and truly nothing moved between you and it | No Form 5472 for that year, but keep records showing it |
In the formation year, almost every foreign-owned LLC has at least the formation costs, so plan on filing.
What you actually file
- Pro forma Form 1120. Only the entity's name and address and items B and E on page one are completed, which are the EIN and the return type boxes. Write "Foreign-owned U.S. DE" across the top.
- Form 5472. Identifies the LLC, the foreign owner and the transactions between them, with totals by type.
- An EIN for the LLC. You cannot file without one. Owners without an SSN or ITIN get it on Form SS-4 by fax, mail or phone; see our non-resident guide for the exact routes.
Where, how and when
| Detail from the IRS instructions | |
|---|---|
| Electronic filing | Not available for a foreign-owned U.S. DE |
| Fax | 855-887-7737, at 300 DPI or higher |
| Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201 | |
| Due date | The due date of Form 1120: April 15 for a calendar-year LLC |
| Extension | File Form 7004 by the original due date; it extends the filing deadline by six months |
The penalty
The IRS assesses $25,000 on a reporting corporation that fails to file Form 5472 when due and in the manner prescribed. If the failure continues more than 90 days after IRS notice, a further $25,000 applies for each 30-day period it continues. This penalty applies even when no tax is owed, which is why it surprises so many non-resident owners.
Records you must keep
The instructions require books and records sufficient to establish the correctness of the return, including the treatment of transactions with related parties. In practice: a separate bank account for the LLC, and a simple ledger of every transfer between you and the LLC, with dates and amounts. That ledger is what the Form 5472 figures come from.
What Form 5472 is not
- It is not an income tax return for you. Whether you personally owe US tax depends on whether your income is effectively connected with a US trade or business, and is reported separately.
- It does not replace any state filing. Wyoming's annual report or Delaware's $400 tax are still due.
- It is not optional because the LLC was dormant. Dormancy with a formation-year contribution still triggers it.
Checklist
- Get the EIN as soon as the LLC is approved.
- Open a separate account and keep a transaction ledger from day one.
- Calendar April 15, or file Form 7004 by then for an extension to October 15.
- Prepare the pro forma 1120 and Form 5472, or have a cross-border preparer do it.
- Fax or mail it, and keep the fax confirmation or certified mail receipt.
Frequently asked questions
Does a foreign-owned LLC with no revenue need to file Form 5472?
Usually yes. The trigger is a reportable transaction with a related party, and for a foreign-owned disregarded entity that includes contributions, distributions and amounts paid in connection with formation. Most LLCs have at least one of these in their first year.
Can I e-file Form 5472 for a foreign-owned single-member LLC?
No. The IRS instructions state that a foreign-owned U.S. disregarded entity cannot file Form 5472 electronically. It is faxed to 855-887-7737 or mailed to the IRS in Ogden, Utah, attached to a pro forma Form 1120.
What is the penalty for not filing Form 5472?
$25,000 per failure, plus a further $25,000 for each 30-day period the failure continues more than 90 days after IRS notice, even if no tax is owed.
Related: US LLC for Non-Residents in 2026 · How to Start an LLC in Wyoming · How to Start an LLC in New Mexico
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Checked against the official sources listed above in September 2026. Rules and fees change; confirm with the agency before acting. General information only, not legal or tax advice.