Who Must File Form 5472? Single-Member LLCs, C Corps and Exceptions

Short answer: A U.S. single-member LLC wholly owned by a foreign person, and any U.S. corporation (including a C corp) that is at least 25% foreign-owned, must file Form 5472 for every tax year in which it has a reportable transaction with a related party. The LLC attaches it to a pro forma Form 1120 and faxes or mails it to the IRS; a C corp attaches it to its regular Form 1120. Failing to file — or filing a substantially incomplete form — carries a $25,000 penalty per form.

What is a "reporting corporation"?#

The IRS calls the filer a reporting corporation. There are two kinds:

1. A 25% foreign-owned U.S. corporation — at any time during the tax year, a foreign person owned, directly or indirectly, at least 25% of the voting power or of the value of its stock. A foreign-owned U.S. disregarded entity (single-member LLC) is included.
2. A foreign corporation engaged in a trade or business within the United States.

A foreign person is, among others, an individual who is not a U.S. citizen or resident, and any company or partnership not created or organized in the United States.

Foreign-owned single-member LLCs#

A single-member LLC is a disregarded entity (DE) by default and normally files nothing on its own. Since 2017, however, Treasury regulations treat a U.S. DE wholly owned by a foreign person as a corporation for the limited purposes of section 6038A. So it must:

• file Form 5472 every year it has reportable transactions;
• attach it to a pro forma Form 1120 that carries only the name, address, EIN and a few checkboxes (see Pro forma 1120 and fax filing);
• file on paper only — by fax to 855-887-7737 or by mail to the IRS in Ogden. It cannot e-file.

Foreign-owned C corporations#

Form 5472 is not an LLC-only form; it was written for corporations. A C corp that is 25% or more foreign-owned must file it when it has reportable transactions with related parties — loans from a foreign shareholder, service fees, sales of goods and so on:

• attached to the corporation's regular Form 1120, with income, deductions and tax fully reported;
• e-filed together with the 1120 if the return is e-filed;
• one Form 5472 per related party.

This site currently handles the foreign-owned single-member LLC case only, not full C-corp returns.

At a glance#

No income — do I still have to file?#

What matters is whether there was a reportable transaction, not whether there was income.

The instructions list an exception: a reporting corporation does not have to file if it had no reportable transactions of the types in Parts IV and VI — and, for a foreign-owned U.S. DE, none of the type in Part V either.

For a single-member LLC, Part V is broad. Anything the owner paid on the LLC's behalf (state filing fee, registered agent, annual report fee, bank charges), money the owner put into the LLC's account, and money the LLC sent back to the owner all count. The formation year almost always has such transactions, and later years usually do too whenever the owner pays the registered agent or state fees personally. In practice, most foreign-owned LLCs file every year. See Form 5472 Part V explained.

Penalties#

• $25,000 per form for failing to file Form 5472 when due and in the manner prescribed, or failing to keep the required records.
• A substantially incomplete Form 5472 counts as a failure to file.
• If the failure continues for more than 90 days after IRS notification, an additional $25,000 per related party for each 30-day period (or part of one).
• Criminal penalties may apply to false or fraudulent information.

If you are already late, file as soon as possible and consider attaching a reasonable-cause statement; talk to a professional if needed.

Deadline#

A foreign-owned DE uses its owner's U.S. tax year, or the calendar year if the owner has none. For a calendar year the return is due April 15 of the following year; filing Form 7004 by then extends it to October 15.

Sources#

• IRS: About Form 5472
• IRS: Instructions for Form 5472 (Rev. December 2024) — definitions, exceptions from filing, penalties
• IRS: Treasury Decision 9796 — foreign-owned U.S. DEs treated as corporations for section 6038A