Almost every founder who forms a U.S. LLC from abroad does the same thing: they register the company, maybe get an EIN, and assume that because the LLC made no U.S. profit, there’s nothing to file. For a foreign-owned single-member LLC, that assumption is the single most expensive mistake in this guide.
Since 2017, a U.S. LLC that is wholly owned by a non-U.S. person and treated as a disregarded entity has been required to file Form 5472 attached to a pro-forma Form 1120 every year — regardless of whether it earned a cent of income. It’s an information return, not a tax bill. But the IRS enforces it with a penalty that has nothing to do with how much money your company made.
This applies even with zero revenue
A dormant LLC with no sales, no employees, and no U.S. activity still has to file 5472 if it had any “reportable transaction” with its owner — and funding the company counts. More on that below.
Who has to file
You’re on the hook for Form 5472 if all three of these are true:
- Your LLC is formed in the United States (any state).
- It has a single owner — you — and you have not elected to be taxed as a corporation, so the IRS treats it as a disregarded entity.
- That single owner is a non-U.S. person (a “foreign person” in IRS language): a nonresident individual, or a company organized outside the U.S.
If your LLC has two or more members, it’s a partnership by default and files a different return (Form 1065) — a separate guide. If you elected C-corporation treatment, you file a real 1120. This guide is for the most common case: the foreign-owned, single-member, disregarded LLC.
- Who files
- Foreign-owned single-member U.S. LLC (disregarded)
- Forms
- 5472 attached to a pro-forma 1120
- Due date
- April 15 (calendar-year LLC)
- Extension
- To Oct 15, via Form 7004
- How to file
- Mail or fax — cannot be e-filed
- Late penalty
- From $25,000 per year
What the two forms actually are
The pairing confuses people, so here’s the plain version. Form 1120 is the U.S. corporate income tax return — but a disregarded LLC isn’t a corporation, so you don’t fill out the income pages. You file a near-blank “pro-forma” 1120 that exists only to carry the 5472 and identify the company.
Form 5472 is the actual disclosure: it reports transactions between your LLC and you (its foreign owner), and between your LLC and any other related foreign party. The IRS uses it to see money moving across the border into and out of U.S. entities.
Think of it as a disclosure, not a tax
Filing 5472 doesn’t mean you owe money. Most dormant or service LLCs with no U.S.-effectively-connected income owe $0 in tax — but still must file the form. The penalty is for not telling the IRS, not for owing.
What counts as a “reportable transaction”
This is where founders trip. A reportable transaction is broader than “sales.” It includes nearly any money or value that moved between you and your LLC during the year:
- Capital you put in. Wiring $5,000 to open the company’s bank account is a reportable contribution.
- Money you take out. Distributions, owner draws, or paying yourself back.
- Expenses you paid personally on the company’s behalf, and the company reimbursed.
- Loans in either direction, and interest on them.
The practical upshot: if your LLC has a bank account that you funded, you almost certainly have at least one reportable transaction — which is why “my company was dormant” is not a reason to skip the filing.
Deadlines and extensions
For a calendar-year LLC, Form 5472 with the pro-forma 1120 is due April 15 of the following year. If your LLC uses a different fiscal year, it’s the 15th day of the fourth month after year-end.
You can extend the deadline to October 15 by filing Form 7004 before the original due date. The extension is automatic — you don’t need a reason — but it must be filed on time to count. An extension to file is not an extension to pay, though for most disregarded LLCs there’s no tax due anyway.
The $25,000 penalty, and how it compounds
The penalty for a late or incomplete 5472 starts at $25,000 per year, per company. If the IRS sends a notice and you don’t fix it within 90 days, an additional $25,000 can accrue for each 30-day period the failure continues. Because the form has been required since 2017, founders who never knew about it can face stacked penalties across multiple years at once.
There is relief. The IRS offers reasonable-cause abatement, and first-time filers who come forward voluntarily often have penalties reduced or removed — but it’s a process, and it’s far cheaper to simply file on time. If you’ve already missed a year, don’t wait for a notice; a proactive late filing with a reasonable-cause statement is the strongest position.
How to file when you live abroad
Three things make this filing awkward from outside the U.S., and each has a clean answer:
- You need an EIN, not an SSN. The LLC files under its own Employer Identification Number. You can get one as a foreign owner without a Social Security Number — it just can’t be done through the online tool.
- It can’t be e-filed. The 5472 + pro-forma 1120 package must be mailed or faxed to a specific IRS unit in Ogden, Utah. Keep proof of mailing.
- The forms reference each other. The 1120 has to be marked “foreign-owned U.S. DE” and attached correctly, or the IRS treats it as not filed.
This is exactly the filing ForeignFile prepares and mails for you through foreignfile.tax — the status then shows up on your compliance dashboard, so you can see it move from due to filed without tracking an envelope across the Atlantic.
Common questions
My LLC made no money. Do I still file?
Almost certainly yes. The trigger is a reportable transaction, not profit — and funding the company's bank account is a reportable transaction. Dormant doesn't mean exempt.
I have a multi-member LLC. Does this apply?
No — a multi-member LLC is a partnership by default and files Form 1065 instead. Different form, different deadline. See our partnership guide.
Can I file it myself?
You can. The forms are short, but the failure modes (wrong attachment, missing the "foreign-owned DE" marking, mailing to the wrong unit) are what trigger penalties. If you're confident, file early so you have time to fix a rejection.
This resource is general information for non-U.S. owners of U.S. LLCs and was reviewed for accuracy in Jun 12, 2026. It is not legal or tax advice for your specific situation. Penalty figures are illustrative maximums published by the relevant agencies.