Form 5472. The filing no one can afford to forget.
If a US company belongs to a foreign shareholder, it reports its transactions with that shareholder to the IRS every year — with Form 5472 and a Form 1120 as a cover sheet. The filing is required even without revenue, and missing it is expensive.
In brief
Form 5472 reports the transactions between a US company and its foreign shareholder to the IRS. An LLC that is not a separate taxable entity for tax purposes files it with a pro forma Form 1120 — by 15 April, extendable to 15 October, by fax or post. Even the contribution on formation is reportable; the penalty for a missing filing is US$25,000 per form per year.
Who must file
Since 2017, the rule has been this: a US LLC that has a single foreign shareholder (member) and is not regarded as a separate taxable entity for tax purposes is treated like a corporation for this filing. Every year it files Form 5472 together with a Form 1120 that shows only its name, address and EIN — known as the pro forma Form 1120. Corporations with a foreign shareholder also report on Form 5472, in their case as an attachment to their regular tax return.
What must be reported
The company reports its transactions with its foreign shareholder or with persons related to that shareholder, for example: Because even the contribution on formation counts, the filing is practically always due in the first year — even without a single dollar of revenue. The company must also keep records that document these transactions.
- the contribution on formation and every further contribution
- withdrawals and distributions
- loans in either direction
- payments for services, goods or rights
How the filing works
- 1. Records: Contributions, withdrawals and payments are recorded throughout the year — with supporting documents.
- 2. Preparation by the US CPA: The US CPA prepares Form 5472 and the pro forma Form 1120 from these records.
- 3. Filing: By 15 April, by fax or post to the IRS; extendable to 15 October with Form 7004.
- 4. Record-keeping: A copy and proof of filing are kept in your document room.
What a missed filing costs
- For a missing or substantially incomplete filing, the IRS can impose US$25,000 per form per year — likewise if the required records are missing.
- If the filing is still outstanding more than ninety days after a notice from the IRS, a further $25,000 is added for each additional period of thirty days.
- At FIAON Global, the first annual filing is prepared by our US CPA — the fee is included in the fixed price of every package.
Frequently asked questions
Who has to file Form 5472?
A US company with a foreign shareholder — including an LLC that is not a separate taxable entity for tax purposes. It files Form 5472 with a pro forma Form 1120.
Is Form 5472 required if my LLC made no sales?
Yes, as soon as there were reportable transactions — and even the contribution on formation counts.
Can I file Form 5472 electronically?
Not for the pro forma Form 1120 with Form 5472. It is sent to the IRS by fax or post.
What is the penalty for not filing Form 5472?
The IRS can impose US$25,000 per form per year, and further amounts if the failure continues after a notice.