Form 5472 for Delaware LLCs: Who Must File

What is Form 5472 and why does it apply to my Delaware LLC?

Form 5472 is an IRS information return titled “Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business.” Since 2017, the IRS extended the same requirement to foreign-owned single-member LLCs that are treated as disregarded entities. The purpose is transparency: the IRS wants a record of money flowing between a US entity and its foreign owner, even when no US income tax is owed.

Most non-resident founders who use our Delaware LLC service create a single-member LLC and never elect corporate taxation, which means the LLC is disregarded for federal tax purposes. That single fact is what pulls the LLC into the Form 5472 regime. If this describes you — one owner, that owner is not a US person, no corporate election filed — you should plan to file 5472 every year the LLC exists. See our guide for non-residents for the full compliance picture.

Who exactly must file Form 5472?

You must file if all three of these are true for the tax year:

• Your Delaware LLC is a single-member LLC (one owner) and is treated as a disregarded entity — you did not file Form 8832 or Form 2553 to be taxed as a corporation.
• At least 25% of the LLC is owned by a non-US person or a foreign company. For a single-owner LLC owned by a non-resident, this is automatically met.
• The LLC had at least one reportable transaction during the year — which, as explained below, includes simply funding the LLC.

Multi-member LLCs and LLCs that elected corporate taxation have a different set of filings, so the 5472 path described here is specifically for the disregarded, single-owner, foreign-owned structure that most of our non-resident customers use. If you formed a corporation instead, review our Delaware C-Corp filing requirements, which use Form 1120 as a real income tax return rather than a pro-forma attachment. If you elected a different classification, our notes on Form 8832 entity classification explain how that changes the picture.

What do the ownership scenarios actually look like?

The 25% trigger sounds technical, but for most non-resident founders the answer is simply “yes, you file.” Here are common real-world setups and whether the disregarded-entity 5472 path applies:

The cleanest case — and by far the most common among our customers — is the first row: a single foreign founder who owns the entire LLC and never elected corporate taxation. That is a textbook disregarded entity, and it triggers the 5472 plus pro-forma 1120 package described on this page. The moment a second member joins, or you elect to be taxed as a corporation, the analysis shifts, which is why we flag your structure at formation and again whenever it changes. If you are weighing a structure change, our convert LLC to corporation guide walks through the consequences.

What counts as a reportable transaction?

The definition is deliberately broad. A reportable transaction is virtually any exchange of value between the LLC and its foreign owner or a related party. Common examples that catch non-resident founders by surprise:

• Capital contributions — the money you wire in to open the bank account and fund the business.
• Distributions — money you take out of the LLC for yourself.
• Loans in either direction between you and the LLC.
• Payments for services the owner provides to the LLC, or that the LLC pays to a related foreign party.
• Reimbursements of expenses you paid personally.
• Asset transfers — moving equipment, inventory, or intellectual property into or out of the LLC.
• Use of property — rent or licensing fees paid between you and the LLC.

Because contributing your own startup money is reportable, almost every active non-resident LLC has at least one reportable transaction in its first year. That is why a brand-new, no-revenue Delaware LLC still usually has to file. When you set up your LLC and bank account, keep a clean record of every transfer between you and the company so the form is straightforward to complete. If you bank with Mercury, Relay, or Wise through our banking setup, the statements themselves become your reportable-transaction ledger.

How do I separate “the LLC” from “me” when I am the only owner?

This is the conceptual hurdle that trips up most first-time filers. For income-tax purposes, a disregarded LLC is invisible — its income is your income. But for Form 5472, the IRS treats the LLC and its foreign owner as two separate parties whose dealings must be reported. That feels contradictory, and it is the single most common source of confusion we hear on WhatsApp.

The practical rule: any time money or value crosses the line between your personal pocket and the LLC, treat it as a transaction between two people, even though you are both. Funding the company from your personal account is a contribution from “the owner” to “the LLC.” Paying yourself is a distribution from “the LLC” to “the owner.” You report the totals, not a narrative. Keeping the LLC’s money in a dedicated business account — never mixed with personal spending — makes this line obvious and keeps the form honest. Our operating agreement and banking guidance both reinforce that separation from day one.

How does the pro-forma 1120 actually work?

The 5472 is not filed on its own. A foreign-owned disregarded LLC files it as an attachment to a pro-forma Form 1120 — a stripped-down version where you fill in only the name, address, EIN, and identifying details, then write “Foreign-owned U.S. DE” across the top of page one. The completed Form 5472 is attached behind it.

1. Obtain your EIN first — the LLC cannot file without one. Non-residents without an SSN typically wait 2–4 weeks for the IRS to issue it.
2. Complete the pro-forma Form 1120 top section and mark it as a foreign-owned disregarded entity.
3. Complete Form 5472, listing the foreign owner and each reportable transaction for the year.
4. Mail or fax the package together to the dedicated IRS address or fax line for these filings — this combination cannot be e-filed through the normal individual channels.

The word “pro-forma” is the key. A normal Form 1120 calculates corporate income tax across dozens of lines. The pro-forma 1120 here calculates nothing — it is a cover sheet whose only job is to carry the 5472 and identify the entity. You leave the income, deductions, and tax sections blank. That is why a disregarded LLC with no US tax liability still files a “1120”: it is not paying corporate tax, it is satisfying an information requirement. Confirm the current IRS mailing address and fax number before sending, as the IRS updates filing locations periodically. For comparison, a real corporation’s obligations are covered in our Form 1120 for Delaware C-Corps guide.

When is the Form 5472 deadline, and how do extensions work?

For a calendar-year LLC, the Form 5472 and pro-forma 1120 are due by April 15, the same date as the corporate income tax deadline. You can extend to October 15 by filing Form 7004 before the April deadline. Note this is a separate calendar from your Delaware franchise tax (a flat $300 due to the state by June 1) and from any beneficial ownership reporting. Mixing these dates up is one of the most common compliance mistakes for new non-resident LLCs.

Two practical points on extensions. First, Form 7004 extends the time to file, not the time to pay any tax you might owe — but a disregarded single-member LLC with no US-effectively-connected income usually owes no corporate tax with this package, so the extension mostly buys you time to gather records. Second, you must submit the 7004 on or before April 15; you cannot back-date an extension after the deadline passes. If your first year is short — say you formed in September — your first 5472 still covers that partial period and is due the following April 15. We track this date for every foreign-owned LLC we form so it never sneaks up on you.

How does Form 5472 fit with other Delaware LLC filings?

A few clarifications that trip people up. Delaware LLCs do not file a state annual report — that obligation is only for corporations. The Form 5472 requirement is a federal matter with the IRS, completely separate from anything you pay Delaware. And whether you owe any actual US income tax depends on your activities and treaty position, which is its own analysis. For the full annual cycle, see our Delaware LLC tax filing overview.

What is the $25,000 penalty, and how does it actually get assessed?

Failing to file Form 5472, filing it late, or filing it materially incomplete carries a penalty of $25,000 per form, per year. If you still do not file within 90 days after the IRS notifies you, additional $25,000 penalties can stack. Crucially, this penalty applies even when the LLC had no income and owes no tax — it is a penalty for the missing information return, not for unpaid tax.

The mechanics matter. The penalty attaches to the form, so a founder who runs two foreign-owned Delaware LLCs and misses both faces two separate $25,000 exposures, not one. The “per year” language means a founder who ignored the requirement for three years could, in a worst-case reading, face the penalty for each missed year. And because the 90-day clock starts when the IRS sends notice, the worst outcome comes from receiving a letter and continuing to do nothing. This is precisely why we treat the 5472 deadline as non-optional for every foreign-owned LLC we form — the downside of forgetting dwarfs the cost of filing.

How do I avoid the penalty in practice?

Avoiding it is straightforward once you have a system. The four habits that keep founders safe are:

1. Get your EIN early so the LLC can actually file. Our $397 service includes the EIN application; founders without an SSN typically receive it in 2–4 weeks.
2. Calendar April 15 the day you form, and decide by March whether you will file on time or extend to October 15 with Form 7004.
3. Keep a running ledger of every transfer between you and the LLC, so reportable transactions are already totalled when the form is due.
4. File even at $0 — a dormant, no-revenue LLC still files. Skipping it because “nothing happened” is the most common way founders walk into the penalty.

If you have already fallen behind, do not paper over it. There are reasonable-cause and late-filing procedures, but they are fact-specific and best handled by a qualified preparer rather than ignored. We can point you toward a filing partner who handles non-resident 5472 catch-ups. For founders worried specifically about a prior miss, our notes on the broader federal reporting landscape put the 5472 in context alongside other filings.

What records should I keep, and for how long?

The disregarded-entity rules require a foreign-owned LLC to maintain records sufficient to establish the accuracy of its Form 5472. In plain terms, you should be able to show the IRS where every reported number came from. Keep these:

• Bank statements and wire confirmations for every transfer between you and the LLC.
• Loan documents if money moves as a loan, including the terms and any interest.
• Invoices and service agreements for payments to or from related foreign parties.
• Currency-conversion notes when transactions happen in a non-US currency, so the dollar figures on the form are traceable.
• Copies of each filed 5472 and pro-forma 1120, plus the mailing or fax confirmation.

A simple spreadsheet updated monthly is enough for most single-member LLCs — date, amount, currency, direction, and purpose. Hold these records for several years; the prudent default is to keep them as long as the return could be examined, which is longer than many founders expect. Clean records turn the annual filing from a scramble into a fifteen-minute confirmation, and they are your best protection if the IRS ever questions a figure. Our compliance tracking reminds you to keep this ledger current alongside your annual renewal tasks.

What are the most common Form 5472 mistakes to avoid?

From working with non-resident founders, the same handful of errors come up again and again:

• Assuming no income means no filing. A dormant LLC still files if it had any reportable transaction — and funding it counts.
• Filing the 5472 alone. It must ride along with a pro-forma 1120; sent by itself it is incomplete.
• Forgetting the “Foreign-owned U.S. DE” label across the top of the 1120, which signals how to process the package.
• Mixing personal and business money so contributions and distributions cannot be cleanly identified.
• Missing April 15 entirely because it was confused with the June 1 franchise tax date.
• Using an old IRS address or fax number from an outdated guide instead of confirming the current one.

Each of these is avoidable with a calendar, a dedicated business bank account, and a preparer who files these routinely. None of them require tax expertise on your part — they require a process, which is exactly what we help put in place at formation.

How does DelawareLLC.co help with Form 5472?

When you form a foreign-owned single-member LLC with us, your specialist flags the Form 5472 requirement up front rather than letting you discover it a year later. Concretely, we:

• Identify whether your structure is the disregarded, single-owner, foreign-owned case that triggers the 5472 + pro-forma 1120 package.
• Include your EIN application in the $397 fee so the LLC can actually file — usually issued in 2–4 weeks for non-SSN applicants.
• Track the April 15 deadline through our compliance tracking and remind you before it arrives.
• Connect you with a filing partner for the annual 5472 preparation so the package goes in on time, by the correct method.

Our money-back guarantee covers your formation filing and EIN; the annual 5472 preparation is a separate service we arrange before your deadline, and our WhatsApp support means you can ask a question the moment it comes up. Founders who also need an Employer Identification Number or an Individual Taxpayer Identification Number separately can use our sister services ein.so and itin.so.

Pricing and ongoing cost for non-resident Delaware LLCs

Our Delaware LLC formation is $397 all-inclusive, which covers the Delaware $110 Certificate of Formation state fee, your EIN application, registered agent for year one, the operating agreement, US bank account assistance, and compliance tracking. See the full breakdown on our pricing page.

From Year 2 onward, the recurring state and maintenance costs are the flat $300 Delaware franchise tax (paid to the state by June 1) plus roughly $99/year to renew your registered agent. Form 5472 preparation is an annual federal filing on top of that — we can arrange it before your April 15 deadline so nothing slips. Here is how the costs stack across the first two years for a foreign-owned single-member LLC:

The takeaway: your headline cost is the transparent $397, and your predictable annual maintenance is the $300 franchise tax plus the ~$99 agent renewal, with the 5472 filing as a separate federal task we help you schedule. This page is general information about Delaware LLC compliance, not legal or tax advice for your specific situation — confirm your obligations with a qualified preparer. For the bigger picture, our non-resident guide and cost breakdown tie all of these pieces together.