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Form 5472 for foreign-owned single-member LLCs
Form 5472 is an IRS information return. The IRS instructions say a US LLC wholly owned by a foreign person, and disregarded as separate from its owner, files it attached to a pro forma Form 1120 when it has a reportable transaction with a related party.
| Item | IRS rule | Official source |
|---|---|---|
| Filed with | Pro forma Form 1120 | Instructions for Form 5472 |
| Due | Form 1120 due date, with extensions | Instructions for Form 5472 |
| Penalty for failure to file | $25,000 | Instructions for Form 5472 |
Who files, per the IRS
The instructions (revised 12/2024) define a foreign-owned U.S. disregarded entity (DE) as a domestic DE wholly owned by a foreign person. For tax years beginning on or after January 1, 2017, such an entity is treated as a corporation for the limited purposes of the section 6038A reporting rules, which makes it a reporting corporation. A reporting corporation must generally file Form 5472 if it had a reportable transaction with a foreign or domestic related party.
For a foreign-owned U.S. DE, reportable transactions include those listed in Part V of the form: amounts paid or received in connection with the formation, dissolution, acquisition and disposition of the entity, including contributions to and distributions from it. The instructions also note that the Form 5471 exception available to other filers does not apply to foreign-owned U.S. DEs.
The pro forma Form 1120
A foreign-owned U.S. DE has no income tax return of its own, so the IRS requires it to file a pro forma Form 1120 with Form 5472 attached. Only the entity's name and address and items B and E on the first page of Form 1120 are completed, and "Foreign-owned U.S. DE" is written across the top. The tax year is the owner's tax year for US filing, or the calendar year if the owner has none.
Due date and how to file
The forms are due by the due date of the Form 1120, including extensions. An extension is requested on Form 7004 by the regular due date. A foreign-owned U.S. DE cannot file Form 5472 electronically: the instructions give a dedicated fax number and mailing address in Ogden, Utah, and say not to use the address in the Form 1120 instructions.
The penalty, as the IRS states it
The IRS assesses a $25,000 penalty on a reporting corporation that fails to file Form 5472 when due and in the manner prescribed, or fails to keep the required records. Filing a substantially incomplete form counts as a failure to file. If the failure continues more than 90 days after IRS notification, an additional $25,000 applies for each related party, for each 30-day period (or part of one) it continues. Criminal penalties may also apply for failing to submit information or for filing false information.
Read the full Instructions for Form 5472 and the About Form 5472 page on irs.gov.