If you’re a non-U.S. resident who formed a U.S. single-member LLC (for example, in New Mexico, Wyoming, or Delaware) and then did nothing—no bank account, no sales, no invoices—it’s easy to assume there’s nothing to report.
For many foreign owners, that assumption is where the risk starts.
This FAQ explains when a foreign-owned U.S. disregarded entity must get an EIN and file Form 5472 with a “pro-forma” Form 1120, why “inactive” doesn’t always mean “no filing,” and what to do if you’re behind.
Educational content only. Your outcome depends on facts (where services are performed, U.S. presence, related-party payments, etc.). If you need a filing position, get personalized advice.
Key takeaways (read this first)
- A foreign-owned U.S. disregarded entity (DE) may have no U.S. income tax return requirement, but it can still be required to file a pro-forma Form 1120 with Form 5472 attached.
- Form 5472 penalties are serious: generally $25,000 per year for failing to file when due and in the proper manner (with additional continuation penalties after IRS notice).
- If you are behind, you typically address each tax year separately (one Form 5472 package per year, if required for that year).
- If you need an EIN and you’re outside the U.S., the IRS allows international EIN applications by phone, fax, or mail using Form SS-4.
FAQ
1) I’m not a U.S. resident. Do I still need an EIN for my U.S. LLC?
Often, yes—especially if you must file Form 5472 + pro-forma 1120.
International applicants (companies formed abroad or foreign corporations or non-resident alien sole proprietors ) can apply for an EIN by phone or by fax/mail using Form SS-4.
Practical note: If you’re a foreign owner without an SSN/ITIN, you usually cannot use the standard online EIN tool; you use the international methods.
2) My LLC had no income, no bank account, and no customers. Do I still have to file Form 5472?
Maybe. The filing obligation generally turns on whether you had “reportable transactions” with a foreign owner or other foreign related party.
- If your entity truly had no reportable transactions for the year, there is an exception: you generally don’t have to file Form 5472 for that year.
- But many “inactive” foreign-owned LLCs still have reportable transactions, even if there’s no revenue. Examples commonly include:
- The foreign owner paying registered agent fees
- Paying state fees to keep the LLC in good standing
- Any money put into the LLC (capital contribution) or money taken out (distribution), even if the amounts are small
Those cash flows can be reportable even when there is “no business.”
3) What is Form 5472 and why does the IRS care?
Form 5472 is an information return used to disclose transactions between a U.S. reporting entity and its foreign related parties (often the foreign owner).
For foreign-owned U.S. DEs, the IRS requires filing Form 5472 attached to a pro-forma Form 1120 as part of the 6038A reporting framework.
4) What is a “pro-forma Form 1120” for a foreign-owned single-member LLC?
A foreign-owned U.S. disregarded entity generally files Form 5472 attached to a “pro-forma” Form 1120.
The IRS instructions specify that only limited items on Form 1120 must be completed (primarily identity items), and that the package is due by the Form 1120 due date (including extensions).
5) Where do I file Form 5472 + pro-forma 1120 for a foreign-owned U.S. DE?
Foreign-owned U.S. DEs use a dedicated filing method/address and should label the top of Form 1120 accordingly. The IRS instructions provide fax or mail options to the Ogden, UT unit for these filings.
Also important: foreign-owned U.S. DEs cannot e-file Form 5472.
6) When is the filing due? Can I extend it?
Form 5472 is filed by the due date (including extensions) of the reporting entity’s return.
Foreign-owned U.S. DEs can request an extension by filing Form 7004 (timely, by the regular due date) using the Form 1120 code, and using the same special fax/mail submission method described in the Form 5472 instructions.
7) What is the penalty for not filing Form 5472 correctly or on time?
- $25,000 penalty for failing to file when due and in the manner prescribed (and it also applies for failure to maintain required records).
- If the failure continues after IRS notice, additional penalties can apply.
- A substantially incomplete Form 5472 can be treated as a failure to file.
8) I’m behind for multiple years. Do I file once or file for each year?
Generally, you address the issue year-by-year.
If Form 5472 was required in multiple years, you typically file a separate pro-forma 1120 + Form 5472 package for each year (and the penalty framework is assessed per year).
9) What if the only “activity” was paying the registered agent or state fees?
That’s extremely common—and it’s exactly why many “inactive” foreign-owned LLCs are not truly “zero activity.”
From a compliance standpoint, you should assume the IRS may view those payments as owner contributions / related-party transactions unless properly analyzed and documented.
10) If I never got an EIN, am I penalized just for that?
The bigger exposure is usually not the absence of the EIN itself—it’s the failure to file required information returns (when required).
That said, to file the required package, you generally need an EIN; the IRS provides multiple ways for international applicants to obtain one.
11) Can I dissolve the LLC to make this go away?
Dissolving the LLC can stop future state maintenance, but it does not automatically erase past federal filing exposure.
Also note: the IRS generally can’t “cancel” an EIN, but it can deactivate it when you no longer need it.
If you’re dissolving, many owners plan dissolution timing carefully to avoid creating unnecessary multi-year cleanup work.
12) What about “anonymous LLCs,” nominee owners, or trying to keep my name off everything?
Be cautious. The IRS specifically warns that nominees are not authorized to apply for an EIN, and nominee use can create risk and privacy problems.
If you want legitimate privacy planning, do it within compliance, not by obscuring ownership or misrepresenting the responsible party.
13) Do I owe U.S. federal income tax just because I have a U.S. LLC?
Not automatically.
A foreign owner can have a U.S. LLC and still owe no U.S. federal income tax if they are not engaged in a U.S. trade or business and do not have effectively connected income (highly fact-driven). But “no income tax due” does not mean “no filing required.”
14) Are there other “new rules” I should worry about?
- IRS / tax filings (what this article focuses on): Form 5472 + pro-forma 1120, EIN, etc.
- FinCEN BOI reporting (Corporate Transparency Act): rules have been evolving. As of FinCEN’s March 2025 interim final rule announcement, FinCEN stated that it removed BOI reporting requirements for U.S. companies (and U.S. persons), while foreign companies registered with the secretary of states are still in scope.
Quick self-check: “Do I probably need to file?”
You’re more likely to have a filing obligation if any of the following happened during the year:
- You paid (personally) any LLC costs (registered agent, state fees, formation, renewals)
- You transferred money into or out of the LLC for any reason
- You want to dissolve and need to “close cleanly”
If you truly did nothing at all (no fees paid, no contributions, no withdrawals), you may fall within an exception for that year—but don’t assume that without reviewing the facts.
If you want help getting compliant (EIN application support, multi-year catch-up filings of Form 5472 + pro-forma 1120, dissolution planning, and penalty-risk mitigation), book a paid consultation here: https://oandgaccounting.com/appointment-booking-form/
