Spindipper Guides
Form 5472: The Filing Every Foreign-Owned US LLC Must Make
What it is, who files, when it is due and what it costs to miss
Wyoming $299 or Delaware $349: state filing fee, EIN, registered agent and mail scanning included. Pay in crypto or by card. Nothing auto-renews.
Form My US LLC Talk to a crypto accountantForm 5472 is an information return required by section 6038A of the Internal Revenue Code. Its job is to show the IRS the money and property that moved between a US company and the foreign people or companies related to it. The IRS uses it to police transfer pricing and to keep foreign-owned US entities visible. Nothing is calculated on the form and nothing is paid with it. You list the transactions, sign, and send it in.
For years the form only mattered to US corporations with large foreign shareholders. That changed with regulations that took effect for tax years beginning in 2017. Since then a single-member US LLC owned by a non-resident has been treated as a corporation purely for this one reporting rule, which is why a one-person Wyoming LLC with a laptop and a wallet now has the same filing duty as a subsidiary of a multinational.
The form is filed by what the rules call a reporting corporation. Two kinds of entity fall into that bucket. The first is a US corporation that is 25% or more foreign-owned, measured by vote or value, at any point in the year. The second, and the one that matters to almost every Spindipper customer, is a foreign-owned single-member US LLC that is a disregarded entity for tax purposes. Disregarded means the LLC does not file its own income tax return; its results belong to the owner. For Form 5472 only, the IRS pretends the LLC is a corporation, and the foreign owner is its 25% foreign shareholder.
Foreign-owned covers a non-resident individual, a foreign company, a foreign trust, or a foreign partnership. If your LLC is owned by your BVI company rather than by you personally, the BVI company is the 25% foreign shareholder and the LLC still files. If you are a US citizen or green-card holder living abroad, you are a US person, and a single-member LLC you own does not file Form 5472 at all.
Form 5472 for a single-member LLC is the common case, but it is not the only structure. A multi-member LLC taxed as a partnership does not file Form 5472 as a disregarded entity. It files Form 1065 and issues a Schedule K-1 to each member, and the partnership has its own foreign-partner reporting and withholding rules. An LLC that has elected to be taxed as a corporation files a real Form 1120 with Form 5472 attached. If you are not sure which of these your LLC is, the default for a single non-resident owner who has made no election is the disregarded entity, and that means Form 5472.
A reportable transaction is money or property moving between the LLC and a related party, most obviously its foreign owner. For ordinary corporations the list covers sales, purchases, rent, royalties, service fees, commissions, loans and interest. For a foreign-owned disregarded entity the list is deliberately wider and also includes capital contributions and distributions. In practice that means almost everything that happens between you and your LLC is reportable:
This is why a brand-new LLC with no customers and no revenue almost always has to file. The moment you funded it, or paid a fee for it, a reportable transaction took place. A zero-income year is not a zero-transaction year. The only LLC with nothing to report is one that was never funded and never paid for anything, and that LLC does not exist in practice.
The amounts are reported in US dollars. Crypto that moves between you and the company is valued at its dollar value on the day it moved, so a treasury of stablecoins is simple and a treasury of ETH needs a price record for each transfer.
A disregarded LLC has no income tax return of its own, so the IRS invented a carrier for the form. Form 5472 is attached to a pro-forma Form 1120, meaning a blank corporate return with only the identifying sections completed: the LLC's name, address and EIN, the tax year, and the box that says a Form 5472 is attached. You write "Foreign-owned U.S. DE" across the top of the 1120. No income, deductions or tax are entered on it, and the real work is on the Form 5472 itself.
On Form 5472 you complete Part I with the LLC's details, Part II with the owner's name, address, country of citizenship or organisation, and taxpayer identification number, and the transaction parts with the year's dollar totals. The owner's TIN is either a US number, which few non-residents have, or the tax number from your home country. If neither exists you say so on the form; the lack of a number is not a reason to skip filing. The LLC itself must have an EIN, which is why every Spindipper formation includes one.
The pro-forma package cannot be e-filed through the normal corporate channel. It is mailed or faxed to the IRS service centre in Ogden, Utah, at the address and fax number given in the current Form 5472 instructions. Keep the fax confirmation or the tracked-mail receipt, because if a penalty notice ever arrives the only thing that ends the conversation quickly is proof of timely filing.
Form 5472 is due on the 15th day of the fourth month after the LLC's tax year ends. Almost every foreign-owned LLC uses the calendar year, so the due date is 15 April. It applies to the first year as well, however short it was: an LLC formed in November still files for that stub year by the following 15 April. If the LLC was formed and funded this year, your first Form 5472 is due next spring.
An extension is available. File Form 7004 in the LLC's name by the original due date and the deadline moves six months, to 15 October for a calendar-year LLC. The extension has to be requested in time; a Form 7004 sent after 15 April does nothing. Diarise both dates, and if you use a preparer, confirm in writing which of you is responsible for the extension.
The penalty for failing to file Form 5472, or for filing one that is substantially incomplete, is $25,000 per form, per year. It is not scaled to income or to the size of the transactions, and it applies in full to an LLC that earned nothing. If the IRS sends a notice and the form is still not filed 90 days later, a further $25,000 applies for every 30-day period after that, with no upper limit. Failing to keep the required records carries the same penalty as failing to file.
There is a second cost that founders underestimate. Until Form 5472 is filed, the statute of limitations on the related tax year does not start to run, so the IRS can come back to that year indefinitely. Filing late closes that window; not filing leaves it open forever. The penalty can be reduced or removed for reasonable cause, but reasonable cause is argued case by case with evidence, not granted on request, and "I did not know" is the weakest argument available.
Section 6038A requires the LLC to keep records sufficient to show each transaction with its related parties. That means a set of books, however simple, in which every transfer between you and the company is dated, valued in dollars and described. A spreadsheet is enough for a small LLC; a ledger tool is better once there is real activity.
A crypto treasury can make this easier or harder, and the difference is documentation. If the LLC's wallets are listed in its records, the owner's wallets are kept separate, and each contribution or distribution is labelled at the time it happens, then the chain itself is your audit trail and the 5472 figures fall out of it in an afternoon. If company and personal funds sit in the same wallet, or the addresses were never written down, you will be reconstructing a year of transfers from block explorers with no memo field to help you. Decide which of those you want before the first transaction, not after.
Form 5472 is often confused with three other obligations. It is not the FBAR. The FBAR (FinCEN Form 114) is a report of foreign financial accounts held by US persons, and a non-resident owner of a US LLC is usually not a US person. It is not Form 1040-NR. That is the owner's own US income tax return, and whether you need one depends on whether the LLC is engaged in a US trade or business with effectively connected income, which is a separate question with its own rules and treaties. Many non-resident founders selling services to the world from outside the US owe no US income tax and file no 1040-NR, yet still owe the IRS a Form 5472 every year. And it is not the state annual report: Wyoming's annual report and Delaware's franchise tax are state filings with their own dates and fees, and the state does not care whether you filed with the IRS.
Since 2025 US domestic entities are exempt from FinCEN beneficial ownership reporting, so that is one filing you can cross off. Form 5472 is not affected by that change and is not going anywhere.
Every Spindipper formation includes the EIN, so the first prerequisite is done before you receive your documents. Our US LLC for non-residents, $299, covers the state filing fee, EIN, registered agent and mail scanning for a Wyoming LLC; a Delaware LLC is $349 all-in. From year two, the Registered Agent & Compliance plan at $199 a year keeps the registered agent in place and includes annual report reminders and filing support, so the state side does not slip while you are thinking about the federal side.
For Form 5472 itself, our specialist crypto accountants prepare and file the complete pack: the Form 5472, the pro-forma 1120, the Form 7004 extension if you need one, and the transmission to Ogden with proof of filing. They work from on-chain records as comfortably as from bank statements, which is the part most general preparers cannot do. If you are still deciding whether a US LLC is the right vehicle, start with our guide to forming a non-resident US LLC with crypto and come back to this page once the company exists.
This guide is general information about US federal reporting rules as generally understood in 2026. It is not legal or tax advice, the rules and the penalty amounts change, and your own position depends on facts we have not seen. Confirm the current Form 5472 instructions, or speak to a qualified adviser, before you file.
Wyoming $299 or Delaware $349: state filing fee, EIN, registered agent and mail scanning included. Pay in crypto or by card. Nothing auto-renews.
Form My US LLC Talk to a crypto accountant
If you have a question that we have not answered, please
get in touch!
A US corporation that is at least 25% foreign-owned, and any single-member US LLC owned by a non-US person. Since 2017 the IRS treats a foreign-owned single-member LLC as a corporation purely for this reporting, so it files Form 5472 even though it is otherwise a disregarded entity. Multi-member LLCs taxed as partnerships file Form 1065 instead.
Usually yes. The filing is triggered by reportable transactions, not by income. If you paid the formation fee, funded a bank account or lent the LLC money, that is a transaction between the LLC and its foreign owner, so a Form 5472 is due even in a year with no customers and no revenue.
On the 15th day of the 4th month after the LLC's tax year ends, which is 15 April for a calendar-year LLC. Filing Form 7004 by that date extends the deadline six months, to 15 October.
$25,000 per form, per year, for a missing, late or substantially incomplete filing. If the IRS sends a notice and the form is still not filed after 90 days, a further $25,000 is added for each 30-day period. The penalty applies even when no tax is owed.
Not in the usual way. For a foreign-owned single-member LLC it is attached to a pro-forma Form 1120 marked Foreign-owned U.S. DE, and that package is sent to the IRS by mail or fax rather than through standard e-file software.
Fix it before the IRS finds it. Late filings with a reasonable-cause statement are treated very differently from forms the IRS has to chase, and the statute of limitations on the LLC's return stays open until the form is filed. A specialist crypto accountant can prepare the missing years together.
We're always happy to answer your questions. Not sure which structure is right for you? Click the button below to get in touch for a friendly, no-pressure conversation. We're here to help you make the right choice.
24/7 Support on Telegram