# 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"? {#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 {#foreign-owned-de}

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](/guides/pro-forma-1120-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 {#c-corp}

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 {#summary}

| Your situation | Form 5472? | Attached to |
| --- | --- | --- |
| Single-member LLC, 100% foreign-owned, no corporate election | Yes, if it has reportable transactions | Pro forma Form 1120 |
| C corp, at least 25% foreign-owned | Yes, if it has reportable transactions | Regular Form 1120 |
| LLC that elected C-corp status, at least 25% foreign-owned | Yes, if it has reportable transactions | Regular Form 1120 |
| C corp less than 25% foreign-owned | No | — |
| Single-member LLC owned by a U.S. person | No | Owner's Form 1040, Schedule C |
| Multi-member LLC taxed as a partnership | Not applicable (not a corporation) | Usually Form 1065 |

## No income — do I still have to file? {#no-income}

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](/guides/form-5472-part-v).

## Penalties {#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 {#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](/guides/form-7004-extension) by then extends it to **October 15**.

## Sources {#sources}

- [IRS: About Form 5472](https://www.irs.gov/forms-pubs/about-form-5472)
- [IRS: Instructions for Form 5472 (Rev. December 2024)](https://www.irs.gov/instructions/i5472) — definitions, exceptions from filing, penalties
- [IRS: Treasury Decision 9796](https://www.irs.gov/irb/2017-03_IRB) — foreign-owned U.S. DEs treated as corporations for section 6038A