Form 5472 + Pro Forma 1120: How Foreign-Owned Single-Member LLCs File

Foreign founders who own a U.S. single-member LLC often assume that no U.S. income means nothing to file. For Form 5472, that assumption can be wrong and expensive. When your LLC has transactions with you or another related party, the IRS expects an annual information return, filed on Form 5472, together with a pro forma Form 1120. Filing late, incompletely, or not at all carries a penalty of $25,000 per form, per year.

This article explains who actually has to file, why the two forms travel together, what counts as a reportable transaction (including a gray area that divides accountants), and how to submit the package correctly.

TL;DR

• Form 5472 is an information return for foreign-owned U.S. entities. It reports transactions, not profit.
• A foreign-owned single-member LLC files Form 5472 attached to a pro forma Form 1120 when it has a reportable transaction with a foreign related party during the year.
• A completely dormant LLC with no income, no expenses, and no related-party transactions generally has nothing to file.
• The penalty for failing to file is $25,000 per form, per year, with no cap.
• You file the package by mail or fax. A disregarded-entity 5472 can’t be e-filed.

What Form 5472 Is and Why It Exists

Form 5472 is the “Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business.” Since 2017, the IRS has applied the same rules to a foreign-owned U.S. disregarded entity, which includes a single-member LLC owned by a non-U.S. person. The purpose is transparency. Form 5472 is an information return that tells the IRS about money moving between your LLC and its foreign owner or other related parties. It does not, by itself, create a tax bill. The obligation to file it, however, is just as real as a tax return.

Who Has to File

A foreign-owned single-member LLC must file Form 5472 when all of the following are true:

• The LLC has a single member.
• That member is a foreign (non-U.S.) person or entity.
• The LLC is treated as a disregarded entity, the default for a single-member LLC that has not elected corporate taxation.
• The LLC had at least one reportable transaction with a foreign related party during the tax year.

The fourth point is the one that matters most. The filing requirement is triggered by a reportable transaction, not by income. If your LLC moved money with you or another related party, you almost certainly have a reportable transaction and need to file, even if the company earned nothing.

If your LLC was actually engaged in a U.S. trade or business and generated income, your obligations go further. On top of Form 5472, you may have a personal U.S. tax return (Form 1040-NR) and U.S. tax to pay on that income. Form 5472 is the information layer. Active business income sits on top of it.

Why Two Forms: Form 5472 Plus Pro Forma 1120

A single-member LLC is normally disregarded for tax purposes, so it has no income tax return of its own. The IRS still needed a vehicle to carry the Form 5472 information, so it uses a pro forma Form 1120, the U.S. corporate return, as a cover sheet.

You do not complete the 1120 the way a real corporate filer would. The IRS only requires the entity’s name and address, plus items B and E on page 1. You write “Foreign-owned U.S. DE” across the top of both forms, attach the 5472 to the 1120, and file them together as a single package. Filing one form without the other is treated as a failure to file, even if both documents exist but arrive separately. They must go in together.

What Counts as a Reportable Transaction

A reportable transaction is essentially any exchange of money or value between your LLC and a foreign related party, which includes you as the owner. Common examples are:

• Your initial capital contribution to fund the LLC.
• Additional money you put in later, such as equity injections or loans to the company.
• Distributions or repayments the LLC sends back to you.
• Amounts paid in connection with the LLC’s formation, dissolution, acquisition, or disposition.
• Payments between the LLC and another business you own abroad.

Because funding your own company is itself reportable, most foreign-owned single-member LLCs cross this threshold in their first year and therefore have to file.

The Registered Agent Gray Area

There is one common situation where accountants genuinely disagree, and it is worth understanding before you decide not to file. Every U.S. LLC needs a registered agent to stay in good standing. As long as the company has one, it remains active. If the company stops paying for a registered agent, it can lose its active status. So the registered agent fee is an expense the company effectively must cover, and for a foreign-owned LLC, that money usually comes from the foreign owner.

The question is whether the owner paying the registered agent fee counts as a reportable transaction that triggers a Form 5472 filing. Positions differ:

• Some practitioners treat the owner covering a company expense as a contribution, which is reportable, and therefore conclude the LLC must file.
• Others view a routine maintenance fee differently and do not treat it as a trigger on its own.

Because there is no clean consensus, the cautious approach is to file when in doubt. The downside of filing an information return you did not strictly need is minimal. The downside of skipping one you did need is a $25,000 penalty.

When You Do Not Have to File

If the LLC was completely dormant during the year, with no income, no expenses, and no transactions with you or any related party, there is generally nothing to report and no Form 5472 obligation.

In practice, truly empty years are rare, because funding the company or covering basic costs can already count as a reportable transaction (see the registered agent point above). Treat “nothing to file” as the exception, confirm it deliberately, and document why you reached that conclusion.

The $25,000 Penalty

Under IRC Section 6038A(d)(1), the penalty for failing to file a complete and correct Form 5472 on time is $25,000 per form, per year, with no statutory maximum. If you own more than one foreign-owned LLC, each one is a separate $25,000 exposure.

It grows if ignored. After the IRS sends a notice, an additional $25,000 applies for each 30-day period the failure continues beyond 90 days.

The important point: this is a reporting penalty, not a tax. You can owe $25,000 on a company that earned nothing and owes zero income tax. The penalty is for not filing the information return, which is exactly why dormant and pre-revenue LLCs get caught.

How to File, Step by Step

1. Get an EIN. Your LLC needs an Employer Identification Number to file. Non-U.S. founders without an SSN obtain one by faxing Form SS-4 or calling the IRS international line at +1-267-941-1099.
2. Gather your reportable transactions. Total the money that moved between you (and any foreign related parties) and the LLC during the year: contributions in, distributions out, loans, and formation costs.
3. Complete the pro forma 1120. Fill in only the LLC's name and address, plus items B and E on page 1, and write “Foreign-owned U.S. DE” across the top.
4. Complete Form 5472. Report the LLC, the foreign owner, and the reportable transactions. File a separate Form 5472 for each foreign related party that had transactions with the LLC.
5. Submit by mail or fax. A disregarded-entity package can’t be e-filed.

For a calendar-year LLC, the package is due April 15, 2026, for the 2025 tax year. If you need more time, file Form 7004 by the original due date for an automatic six-month extension. The extension only works if you request it on time.

Other Structures: Multi-Member LLCs and Corporations

Form 5472 and the pro forma 1120 apply specifically to the foreign-owned single-member LLC. Other structures follow different rules.

For a multi-member LLC, the partnership return is Form 1065, and each foreign partner receives a Schedule K-1. On top of that, the partnership generally has to withhold U.S. tax on income allocated to its foreign partners, and the form depends on the type of income:

• Active business income (income effectively connected with a U.S. trade or business) falls under Section 1446 withholding, reported on Forms 8804 and 8805.
• Passive U.S.-source income (FDAP, such as interest, dividends, and royalties) is reported on Forms 1042 and 1042-S.

This withholding matters to the partners, not just the partnership: it is how foreign partners later claim credit for tax already paid and, where a treaty applies, recover amounts over-withheld. If your multi-member LLC has U.S.-source earnings, expect a 1065 plus the relevant withholding forms (1042/1042-S or 8804/8805), not a Form 5472.

Common Mistakes to Avoid

Treating “No Income” as “No Filing”

Form 5472 reports transactions, not profit. A pre-revenue or dormant LLC that still moved money with its owner usually has a reportable transaction and must file.

Filing the Two Forms Separately

The 5472 must be attached to the pro forma 1120 and filed as one package. Sending them apart is treated as a failure to file.

Missing the Deadline or the Filing Method

The package is due April 15 for a calendar-year LLC, and it cannot be e-filed as a disregarded entity. Mail or fax it to the correct IRS unit, and file Form 7004 on time if you need an extension.

Forgetting Multi-Entity Exposure

The $25,000 penalty is per form, per year. If you own several foreign-owned LLCs, each one is a separate filing and a separate risk.

Where to Get the Forms

The blank Form 5472 PDF and the official Form 5472 instructions are on the IRS "About Form 5472" page. You'll also need the Form 1120 PDF to use as the pro forma cover sheet.

As covered above, a disregarded-entity package can't be e-filed: complete both forms, write "Foreign-owned U.S. DE" across the top, and send them together by mail or fax to the IRS.

How Skala Can Help

Skala sets up foreign-owned U.S. LLCs and keeps them compliant: formation with an EIN, a registered agent, and a U.S. mailing address for IRS correspondence — the practical pieces behind every Form 5472 filing. And for the judgment calls — like the registered-agent grey area above — Skala can connect you with a vetted tax advisor or attorney.

Since owner-to-LLC money movements are what trigger the form, Skala's free, lawyer-drafted Loan Agreement (and the rest of the free template library) helps you document those transactions cleanly. Registration required for templates.