If you live outside the US and own a US LLC, perhaps to sell online or work with US clients, you may have been told the LLC is “disregarded” and has nothing to file. For income tax that can be true. For Form 5472 it is not, and the penalty for getting it wrong starts at $25,000.
General information, not tax advice for your situation. Every fact below comes from the IRS pages listed under Sources.
Why a no-tax LLC still files
For tax years beginning on or after January 1, 2017, the IRS treats a foreign-owned US disregarded entity (DE) as a corporation for the purposes of Form 5472. A foreign-owned DE is a US entity, such as a single-member LLC, wholly owned by one foreign person.
The form reports transactions between the LLC and related parties, such as its foreign owner. So the question is not “did the LLC make a profit?” It is “did the LLC have a reportable transaction with a related party?”
What counts as a reportable transaction
For a foreign-owned DE, the instructions include amounts paid or received in connection with forming, dissolving, acquiring and disposing of the LLC, including contributions to the LLC and distributions from it. In practice, that covers things owners rarely think of as transactions:
- Money you send to open or fund the LLC’s bank account
- Formation costs you pay personally for the LLC
- Money the LLC sends back to you
A related party includes any direct or indirect 25% foreign shareholder, so the foreign owner is always one. A separate Form 5472 is filed for each related party the LLC had a reportable transaction with.
A worked example
| Owner | One person, resident in Spain, with no US tax year of their own |
|---|---|
| LLC’s tax year | Calendar year 2026 |
| March 2026: owner transfers money to open the LLC’s bank account | Contribution: reportable |
| September 2026: LLC sends money back to the owner | Distribution: reportable |
| Filing | Pro forma Form 1120 with Form 5472, by fax or mail |
| Due date | April 15, 2027, or later with a Form 7004 extension |
| Result | One Form 5472 for the owner, reporting both transactions |
A made-up case to show the steps. A foreign-owned DE uses its owner’s US tax year or, if the owner has none, the calendar year. Form 1120 is generally due on the 15th day of the 4th month after the tax year ends; if that falls on a weekend or legal holiday, the next business day.
How it is filed
Form 5472 is attached to a pro forma Form 1120. On the Form 1120, only the LLC’s name and address and items B and E on the first page are completed, and “Foreign-owned U.S. DE” is written across the top.
On Form 5472, the foreign owner is reported on the lines for the 25% foreign shareholder. The instructions ask for the owner’s foreign taxpayer identification number (FTIN), if any, and to use it consistently every year.
A foreign-owned DE cannot file Form 5472 electronically. The instructions give a fax number (855-887-7737) and a mailing address in Ogden, Utah, for these filings.
What it costs to miss it
The penalty for failing to file Form 5472 when due and in the required manner is $25,000. If the failure continues more than 90 days after the IRS sends notice, an additional $25,000 penalty applies for each 30-day period, or part of one, that the failure continues after the 90 days end. Per the IRS instructions, this applies separately for each related party for which a failure occurs.
The LLC must also keep records that support what it reports, under section 6001. A simple habit helps: keep every bank statement and a short note for each transfer between you and the LLC.
Common mistakes
- Assuming no income means no filing.
- Leaving out the money used to open the bank account or pay formation costs.
- Trying to e-file the pro forma return, which is not allowed for a foreign-owned DE.
- Sending it to the regular Form 1120 address instead of the special fax number or Ogden address.
- Leaving it to the last week: it goes by fax or mail, so allow time.
How we help
We prepare the pro forma Form 1120 and Form 5472 and send them the way the instructions require. As an IRS Certifying Acceptance Agent, Worthing CPA can also help with an ITIN where one is needed.
Sources
Checked November 12, 2026.