Who this is for
- Owners living outside the US who formed a US corporation or single-member LLC through an online formation service
- Owners abroad checking what was filed, what is due each year and who prepares it
Not covered here
- Choosing who should form a company
- Line-by-line preparation of Form 1120 and Form 5472
- LLCs with two or more owners, and the owner's own US or home-country return
Form 5472 after an online formation service: what is still yours?
A formation service files the documents that create the company. The yearly filings stay with the owner: the state report or tax, the federal return (Form 1120, or a pro forma Form 1120 for a foreign-owned single-member LLC) and Form 5472 when required. Treat none as filed until you hold a copy and proof of filing for that year. Form 5472 turns on being a foreign person, not on where you live: a US citizen or US resident living abroad is not one, and neither is a nonresident alien who has elected to file a joint US return with a US spouse (Form 5472 instructions).
A case stops being simple when:
- No one filed Form 5472 for a past year. Each Form 5472 that was due and not filed can carry a $25,000 penalty, with more if the failure continues after an IRS notice (Form 5472 instructions; 26 CFR 1.6038A-4(a)).
- You don't know the tax classification. A corporation and a single-member LLC file different returns, and an election may or may not have been filed.
- The company has US activity or a second country taxes you. The owner's own US tax and home-country reporting need their own answer.
Gather first: the formation document, the EIN notice, the Form SS-4 the service filed, any election letter, bank statements from the first deposit, and the ownership record.
What did the formation service actually file, and how do I check?
Only what your order lists. Ask the service for a copy of every document it filed in the company's name, with proof of filing, then compare against this table.
| Filing | Sent to | Proof you should have |
|---|---|---|
| Certificate of incorporation (corporation) or certificate of formation or articles of organization (LLC) | The state | A stamped copy; the state's online entity record shows the company as active |
| Registered agent appointment | The state, in the formation document | The agent named on the state record, and your renewal date with the agent |
| EIN application (Form SS-4) | The IRS | The EIN notice (CP575) and a copy of the signed SS-4 |
| Form 8832 or Form 2553 (tax election) | The IRS | An IRS acceptance letter (CP277 for Form 8832, CP261 for Form 2553) or other proof of filing |
| Section 83(b) election, for founder shares that vest | The IRS | A signed copy and proof of filing; see Founder shares that vest |
| Form 1120, Form 5472 or Form 7004 | The IRS | A copy of each, for each year, with the e-file acceptance, fax confirmation or mailing proof |
Then check four points on the IRS side:
- SS-4 line 7a. The responsible party must be an individual who ultimately owns or controls the company (SS-4 instructions), never the service. A change of responsible party goes on Form 8822-B within 60 days.
- SS-4 line 9a. The box checked there is not a tax election. A foreign-owned single-member LLC checks Other and writes "Foreign-owned U.S. disregarded entity-Form 5472"; the LLC checks Corporation only when Form 8832 or Form 2553 will also be filed.
- Third-party designee. A service named as designee on the SS-4 could receive the EIN, but that authority ends once the EIN is assigned.
- EIN notice and address. The original CP575 cannot be reissued; a digital copy is only in the IRS Business Tax Account (IRS). For a C corporation, that account opens only to an officer who also received a W-2 from it, and a single-member LLC qualifies only if it files Form 1120-S or Form 1065 (IRS). Otherwise, a preparer named on Form 8821 can request the company's entity transcript, or you can call the IRS business and specialty tax line and ask for Letter 147C, EIN Previously Assigned; either confirms the EIN (IRS; IRS transcripts). If the IRS has the service's mailing address, change it on Form 8822-B so IRS letters reach you.
Which entity and tax classification did I end up with?
The state record shows the entity; an accepted IRS election, or none, sets the tax treatment. A single-member LLC with no election is disregarded for income tax (IRS), but one wholly owned by a foreign person is treated as a corporation for Form 5472 (Form 5472 instructions).
| State record | Election accepted | Federal tax treatment | Yearly federal return |
|---|---|---|---|
| Corporation, such as a Delaware corporation | None needed | C corporation | Full Form 1120, with Form 5472 if required |
| LLC with one owner who is a foreign person | None | Disregarded entity | Pro forma Form 1120 with Form 5472, in years Form 5472 is required |
| LLC with one owner | Form 8832, as a corporation | C corporation | Full Form 1120, with Form 5472 if required |
| LLC with two or more owners | None | Partnership | Form 1065; see LLCs owned by two non-residents |
An S corporation election does not work for an owner who is a nonresident alien: an S corporation cannot have a nonresident alien shareholder (26 U.S.C. 1361). If the SS-4 says Corporation but no acceptance letter exists, or the letters and the returns disagree, see How the IRS classifies your LLC.
What stays with me every year as the owner?
The state report and tax, the registered agent, the federal return, and Form 5472 for any year with a reportable transaction. A formation order does not renew any of them.
| Yearly duty | Delaware C corporation | Single-member LLC owned by a foreign person |
|---|---|---|
| State report and tax | Annual report and franchise tax by March 1 of the following year | Set by the formation state; Delaware and Wyoming are below |
| Registered agent | Required in Delaware (8 Del. C. 132) | Required for a Delaware LLC (6 Del. C. 18-104); check other states |
| Federal return | Full Form 1120 every year | Pro forma Form 1120, by fax or mail, in years Form 5472 is required |
| Form 5472 | When a foreign person owns at least 25% and there was a reportable transaction | Every year with a reportable transaction, including money the owner puts in or takes out |
| Other state returns | Where the corporation does business | Where the LLC does business |
| BOI report | Not required for a company formed in the US | Not required for a company formed in the US |
FinCEN's final rule exempts companies formed in the US from beneficial ownership reporting (FinCEN); see Who still files a BOI report.
Delaware C corporation: what is due each year?
Delaware wants an annual report and franchise tax by March 1 of the following year; the IRS wants a full Form 1120 every year, whether or not it had taxable income (Form 1120 instructions).
- Delaware. The annual report fee is $50, and franchise tax is due with it. A late or missing report costs $200 plus monthly interest (Delaware). How the tax is figured, and why a bill can be far above the minimum, is in Delaware franchise tax.
- Form 1120. Due by the 15th day of the fourth month after year-end: April 15 of the following year for a calendar year. Form 7004, filed by that date, extends the time to file by six months but not the time to pay (Form 7004 instructions). A corporation that transacts its business and keeps its books outside the US and Puerto Rico instead has until the 15th day of the sixth month after year-end to file and pay, with a statement attached to the return (interest still runs from the regular date); Form 7004 filed by then adds four months to file (26 CFR 1.6081-5).
- Form 5472. Attached to Form 1120 when one foreign person owns at least 25% of the vote or value and the corporation had a reportable transaction with a related party, such as a loan from the owner, interest, or service fees.
- Other states. Returns are owed where the corporation does business; see A US corporation run from abroad.
The full yearly list is in Foreign-owned C corporation filing.
Single-member LLC owned from abroad: what is due each year?
A single-member LLC wholly owned by a foreign person files no income tax return of its own, but it files a pro forma Form 1120 with Form 5472 attached for each year with a reportable transaction. For this LLC, that includes formation fees the owner paid, money the owner put in and money taken back out (Form 5472 instructions).
- What the pro forma return shows. Only the LLC's name and address, its EIN (item B) and the initial, final, name change or address change boxes (item E) on page 1, with "Foreign-owned U.S. DE" (disregarded entity) written across the top.
- How it is sent. By fax or mail to the dedicated IRS address in the Form 5472 instructions. This Form 5472 cannot be e-filed.
- When. By the Form 1120 due date. The LLC uses the owner's US tax year or, if the owner has none, the calendar year, so the usual date is April 15 of the following year. A Form 7004 extension is sent the same way by that date, also marked "Foreign-owned U.S. DE".
- State. A Delaware LLC pays $400 by June 1 of the following year and files no annual report (Delaware). A Wyoming LLC files an annual report due the first day of its formation anniversary month, with a $60 minimum license tax (Wyoming). Other states differ; see Best state for a non-resident LLC.
- The owner's own tax. The LLC's income is the owner's. Whether the owner owes US income tax depends on US activity; see When foreign owners owe US tax.
The full yearly duty is in Foreign-owned single-member LLC filing.
Do formation fees and my first deposit go on Form 5472?
For a foreign-owned single-member LLC, yes: Part V of Form 5472, which only such an LLC completes, covers amounts paid or received in connection with forming the LLC, including the owner's contributions and distributions back to the owner (Form 5472 instructions). For a C corporation, it turns on what the money bought: a cash purchase of new shares is generally not a listed transaction, while a loan from the owner, or company bills the owner paid that the corporation must repay, generally is (26 CFR 1.6038A-2); see Putting money into your US corporation from abroad. The first-year detail is in Form 5472 for the year you formed.
Who prepares and signs Form 1120 and Form 5472?
Whoever you hire for that year prepares them; a formation order covers them only if it names that form and that year. An authorized officer, such as the president or treasurer, signs Form 1120. Anyone paid to prepare it also signs as paid preparer and enters a PTIN (Form 1120 instructions). How an officer abroad signs and files, including without an SSN or ITIN, is in Filing a corporate return from abroad.
Two IRS forms give a preparer access:
| Form | What it allows | Who can be named |
|---|---|---|
| Form 8821 | Inspect and receive the company's IRS information for the listed tax and years | Any individual or firm |
| Form 2848 | Act for the company before the IRS, such as handling notices and signing agreements | An individual eligible to practice before the IRS, such as an attorney, CPA or enrolled agent |
Form 8821 does not let the designee speak for you or represent you (Form 8821 instructions). For what to send and what drives the fee, see What your preparer needs.
I assumed the service filed my taxes, and it did not: what now?
Get copies first. If neither the service nor your records hold a filed Form 1120 and Form 5472 for a year, a preparer named on Form 8821 for that year can ask the IRS what it has on file before you treat the year as unfiled. Each missing Form 5472 can carry the $25,000 penalty, and the IRS's time to assess tax for that year does not end until at least three years after the missing form is filed; if the failure had reasonable cause, only the items tied to it stay open (26 U.S.C. 6501(c)(8)). The usual order is to rebuild each year from bank statements, then file the missing years. Penalty relief, reasonable-cause statements and IRS notices are in Missed foreign-owner filings and penalties; rebuilding the numbers is in Rebuilding books for missed filings. Missed Delaware reports carry their own penalty and interest.
What should I download from the formation dashboard for a preparer?
Keep your own copy of everything the preparer will ask for:
- Certificate of incorporation or formation, and the state's record of the company
- The EIN notice (CP575) and the SS-4 the service filed
- Any Form 8832 or Form 2553 and the IRS reply
- Stock ledger, cap table, board consents and any 83(b) election (corporation), or the operating agreement (LLC)
- Every formation and registered agent invoice, with who paid it
- Bank statements from the first deposit onward
- Copies of any returns or extensions filed, with e-file acceptance, fax or mailing proof
- State and IRS letters the registered agent forwarded
- Owner details for Form 5472 Part II: name, address, any US or foreign tax identification number, and countries of citizenship, business and tax residence (Form 5472). An owner with no US number is listed with a reference ID number instead (Form 5472 instructions); see ITIN for a foreign owner
Example
These examples are illustrative; figures are in US dollars.
A founder in Bangalore with a Delaware C corporation formed online in May
The founder pays $5,000 for founder shares into the company's bank account and also pays $500 of company software bills on a personal card, which the corporation agrees to repay. The corporation has no revenue. Delaware's annual report and franchise tax are due March 1 of the next year. Form 1120 is due April 15 of the next year, or October 15 with Form 7004 filed by April 15. If the corporation transacts its business and keeps its books in India, as assumed here, it may instead file and pay by June 15 with a statement attached, or reach October 15 with Form 7004 filed by June 15. The $5,000 share purchase is generally not a Form 5472 transaction; the $500 the corporation agreed to repay is generally reported as an amount borrowed, so Form 5472 is attached.
A seller in Lagos with a Wyoming single-member LLC
The seller pays the $300 formation invoice personally, wires $3,000 into the LLC's account, and later moves $1,000 back out. All three are Part V transactions. With no US filing duty of the seller's own, the LLC uses the calendar year and faxes a pro forma Form 1120 with Form 5472 by April 15 of the next year. The Wyoming annual report is due on the first day of the LLC's anniversary month. The LLC files no income tax return of its own.
An owner who assumed the dashboard covered taxes
A single-member LLC was formed two years ago; the owner funded it and took money out in both years. The service's order covered formation and the registered agent only.
- Year one: the formation payment and first deposit made Form 5472 due. Nothing was filed.
- Year two: contributions and distributions made it due again. Nothing was filed.
- Now: two missing Form 5472 filings, each exposed to the $25,000 penalty. The owner rebuilds both years from bank statements and files both pro forma returns with Form 5472, with the penalty-relief steps from the penalties guide.
Different for you?
- No one filed Form 5472 for one or more years: see Missed foreign-owner filings and penalties and get corporate tax help.
- You don't know whether the company is disregarded or a corporation, or an election may be missing: see How the IRS classifies your LLC and Electing corporate tax for a foreign-owned LLC, and get corporate tax help.
- You are hiring a preparer for the corporation's return: see What your preparer needs and corporate tax help.
- The company sells, hires or works in the US: see When foreign owners owe US tax and get corporate tax help.
- The first Form 1120 has no revenue: see First corporate return with no revenue.
- The Delaware franchise tax bill looks too high: see Delaware franchise tax.
- The company was never used: see Closing an unused LLC from abroad or Closing a US corporation from abroad.
- You live in Canada: see Canadian owner of a US LLC or Canadian owner of a US corporation.
- You live in mainland China: see US company for a China-resident founder.
- You have since moved to the US: see Moving to the US with your US company.
- You are a US citizen or green card holder living abroad: you are not a foreign person for Form 5472, so your own ownership does not make it due; a foreign co-owner of at least 25% of a corporation still can. See LLC or S corporation while living abroad.
- You have not formed the company yet: see Who should form your LLC.
Figures on this page
| Figure | Value | Source |
|---|---|---|
| Form 5472 penalty for failure to file or keep records For tax years beginning after December 31, 2017. Per reporting corporation, per tax year. A substantially incomplete Form 5472 counts as a failure to file. IRC 6038A(d)(1); Treas. Reg. 1.6038A-4(a). | $25,000 | IRS: Instructions for Form 5472 Checked |
| Deadline to report an EIN holder's responsible-party change An entity with an EIN reports the change on Form 8822-B, lines 8 and 9, within this period after the change | 60 days | IRS: Form 8822-B, instructions Checked |
| Delaware domestic corporation annual report and franchise tax due date Annual report and franchise tax for the prior calendar year; larger franchise-tax liabilities can require installments | March 1 of the following year | Delaware Division of Corporations: Annual Report and Tax Instructions Checked |
| Foreign ownership that makes a US corporation a Form 5472 reporting corporation At least this share of vote or value held by one foreign person, directly or indirectly, at any time in the tax year. A single-member LLC wholly owned by one foreign person is treated as such a corporation. | 25% | IRS: Instructions for Form 5472 Checked |
| Delaware non-exempt domestic corporation annual report fee Separate from franchise tax | $50 | Delaware Division of Corporations: Annual Report and Tax Information Checked |
| Delaware late corporate annual report penalty For not filing a complete annual franchise tax report on time | $200 | Delaware Division of Corporations: Annual Report and Tax Information Checked |
| Regular Form 1120 filing deadline For C corporation tax years beginning in 2026 | 15th day of the fourth month after year-end Tax year 2026 | US Code: Section 6072(a) Checked |
| Calendar-year C corporation Form 1120 due date Generally the 15th day of the fourth month after the tax year; weekends, holidays, and extensions can shift the filing date | April 15 of the following year | IRS: Instructions for Form 1120 Checked |
| Form 1120 Form 7004 filing extension Form 7004 must generally be filed by the regular due date; this does not extend the time to pay | Six months Tax year 2026 | IRS: Instructions for Form 7004 Checked |
| Filing and payment deadline for qualifying domestic corporation with foreign business and records Requires business and books of account outside the United States and Puerto Rico, plus a statement attached to the return | 15th day of the sixth month after year-end | IRS: Instructions for Form 7004, Part II line 4 Checked |
| Additional Form 7004 filing extension after foreign-records deadline For a qualifying domestic C corporation; does not further extend payment | Four months | IRS: Instructions for Form 7004, Part II line 4 Checked |
| Delaware annual tax for an LLC formed in Delaware Annual tax for an LLC formed in Delaware; not a tax on its income | $400 Tax year 2026 | Delaware Division of Corporations: Annual report and tax information Checked |
| Delaware LLC, LP and GP annual tax due date Annual tax for the prior year, due on or before June 1; no annual report is required for these entities | June 1 of the following year | Delaware Division of Corporations: LLC, LP and GP tax instructions Checked |
| Wyoming annual report minimum license tax for profit entities Minimum for domestic and foreign profit corporations, LLCs, limited partnerships, and registered limited liability partnerships; the tax can be higher based on assets located and employed in Wyoming | $60 | Wyoming Secretary of State: Business FAQs Checked |
| Assessment period after a missing international information return is filed Tax tied to the return, event or period stays open until this long after the required information is furnished; a reasonable-cause failure limits it to the related items | Three years | US Code: 26 U.S.C. 6501(c)(8) Checked |
Primary sources
- IRS: Instructions for Form 5472 (December 2024)
- IRS: Form 5472
- 26 CFR 1.6038A-2, reportable transactions
- IRS: Instructions for Form 1120
- IRS: Instructions for Form 7004 (December 2025)
- 26 CFR 1.6081-5, extensions for corporations with books abroad
- 26 CFR 1.6038A-4, Form 5472 penalty
- IRS: Instructions for Form SS-4 (December 2025)
- IRS: Limited liability company (LLC)
- IRS: About Form 8832
- IRS: Form 8832 and instructions
- US Code: 26 U.S.C. 1361
- IRS: Understanding your CP575 notice
- IRS: Business Tax Account
- IRS: Employer identification number
- IRS: Get a business tax transcript
- IRS: Understanding your CP277 notice
- IRS: Understanding your CP261 notice
- IRS: About Form 8821
- IRS: Instructions for Form 8821
- IRS: About Form 2848
- IRS: Instructions for Form 2848
- US Code: 26 U.S.C. 6501
- Delaware Division of Corporations: Annual report and tax instructions
- Delaware Division of Corporations: LLC, LP and GP tax instructions
- Delaware Code: Title 8, section 132 (registered agent)
- Delaware Code: Title 6, section 18-104 (LLC registered agent)
- Wyoming Secretary of State: Business FAQs
- FinCEN: Beneficial ownership information
About this guide
Published by Cloud Accounting under standing professional approval. This version has no separately recorded personal review. It explains general rules for the tax year shown. It is not advice for your situation.
Changes
- : First published.