Form 5472 + Pro Forma Form 1120 Filing Guide for Foreign-Owned US LLC
If you're a non-US SaaS developer with a US LLC, the IRS requires you to file Form 5472 every year — even if your LLC earned zero revenue. The penalty for not filing starts at $25,000. The good news: it's just two PDFs, and this guide walks you through every field.
Overview in 30 Seconds
Why These Two Forms?
For a foreign-owned US disregarded entity, the IRS wants information disclosure — not corporate income tax. Here's the logic:
Form 5472 is the substance. Under IRC Section 6038A, your single-member LLC is treated as a separate domestic corporation for disclosure purposes. You must report all transactions between the LLC and its foreign owner.
Pro Forma Form 1120 is the carrier. IRS rules require Form 5472 to be attached to an income tax return. Since your disregarded entity LLC has no actual income tax filing requirement, you submit a minimal 1120 as a cover sheet — with only basic info filled in.
In short: 5472 is the content, 1120 is the envelope. The IRS is not taxing your LLC as a C corporation — it just needs the 1120 as a mounting point for 5472.
What You Need
- Company name (exactly as on your EIN application)
- EIN (Employer Identification Number)
- Company address (must match your EIN application)
- Date of incorporation
- Whether this is the initial return or final return (if dissolving)
- Whether company name or address has changed
- Records of money you transferred to the LLC (each date + amount)
- Records of money the LLC transferred to you (each date + amount)
- Your full name and residential address
Step 1: Fill Out Pro Forma Form 1120
Write or type "Foreign-owned U.S. DE" across the top of the form. This form serves only as a cover sheet — you are not filing an actual corporate tax return.
- NameCompany name
- BEIN
- CDate incorporated
- DTotal assets (sum of all bank account balances at year-end)
- ECheck "Initial return" if this is your first time filing, or "Final return" if you are dissolving the LLC
- SignYour signature + date + title (write "Owner" or "Founder")
- AIncome tax return type
- 1a–31All income, deductions, and tax lines
Step 2: Fill Out Form 5472
This is the main disclosure form. Each Part is explained below with clear guidance on what to fill in and what to leave blank.
Part I — Reporting Corporation
- 1aCompany name + address
- 1bEIN
- 1cTotal assets (all bank account balances combined at year-end)
- 1dPrincipal business activity (e.g., "Software Publishing")
- 1eActivity code — for SaaS indie devs, use 518210 (Data Processing Services)
- 1f / 1hTotal gross payments (contributions + distributions combined, NOT account balance)
Contributions + distributions total, NOT account balance. If you put in $100 and took out $9,000, enter $9,100.
- 1gNumber of Form 5472s being filed (usually 1)
File one Form 5472 per related party. Most single-member LLCs need only one.
- 1jCheck the box if this is the initial year of filing
- 1kNumber of Parts VIII attached (enter 0)
- 1lCountry of incorporation — write "United States"
- 1mDate of incorporation
- 1oPrincipal country where business is conducted
Fill your home country to avoid triggering ECI (Effectively Connected Income). Do not write "United States" here unless you have a physical US presence.
- Line 2Check the box
- Line 3Check the box
- 1iConsolidated filing — leave blank unless your LLC is part of a consolidated group
- 1nCountry of tax residency as a resident — leave blank
Part II — 25% Foreign Shareholder
- 4aYour name + home country residential address
Use your domestic address in your home country, not a US address. This avoids confusion about your tax residency.
- 4bIdentification — fill one of (1) U.S. TIN / (2) Reference ID / (3) FTIN
No ITIN? Use Reference ID (e.g., company name + EIN like "MYCOMPANY-123456789"). Keep it consistent every year so IRS can match your filings.
- 4cPrincipal country where business is conducted
- 4dCountry of citizenship
- 4eCountry of tax residency
- 5a–7eAll lines — leave completely blank
Part III — Related Party
At the top of Part III, check the box for "foreign person."
- 8aName + address (usually the same person as Part II — you, the owner)
- 8bIdentification — use the same ID as Part II (4b)
- 8cPrincipal business activity — write "Individual Investor"
- 8eCheck "25% foreign shareholder"
Do NOT check "Related to 25% foreign shareholder" — that box is for non-shareholder related parties such as a spouse or family member.
- 8fPrincipal country where business is conducted
- 8gCountry of tax residency
- 8dPrincipal business activity code — leave blank
- 8e (alt)"Related to 25% foreign shareholder" — leave blank unless the related party is a non-shareholder (e.g., spouse)
Part IV — Monetary Transactions
If you only have simple transactions with the LLC (or none at all): fill all monetary amount fields with 0 or leave them blank.
If you have complex transactions between related parties (e.g., loans, interest payments, royalties): fill each category separately. This guide does not cover complex scenarios — consult a tax professional.
Part V — Reportable Transactions (Key Section)
Check the Part V box at the top of Form 5472.
Report ALL transactions between you (the foreign owner) and the LLC during the tax year:
- Money you transferred to the LLC, including personal credit card payments made for LLC expenses
- Money the LLC transferred to you, including direct Stripe payouts to your personal bank account
- Each transaction must be listed separately with its date, description, and amount
If you had zero transactions with the LLC during the entire year (no money in, no money out), do NOT check the Part V box and no attachment is needed.
See Step 3 below for the attachment format.
Part VI & VII — Additional Information
Part VI: Do not check any box. Leave entirely blank.
Part VII: Lines 37, 38a, 39, 40a, 41a, 42, and 43 — fill in "No" for each. Leave all other lines blank.
Step 3: Prepare Part V Attachment
If you checked Part V, you must attach a separate schedule listing every transaction. Use a simple table format:
Part V Attachment
Reporting Corporation: [Company Name]
EIN: [EIN]
Tax Year: [Start Date] – [End Date]
| # | Date | Description | Amount (USD) |
|---|---|---|---|
| 1 | 2025-03-05 | Owner capital contribution | 10,000 |
| 2 | 2025-12-20 | Distribution to owner | 9,000 |
Step 4: Submit Your Filing
| Mail (Recommended) | Fax | |
|---|---|---|
| Reliability | High — postmark serves as legal proof of timely filing | Medium — IRS may lose faxes and you have limited proof |
| Speed | Slow — international mail takes 1–2 weeks | Fast — transmission is near-instant |
| Evidence | Postmark + certified mail tracking number | Fax confirmation page only |
Fax Submission Order (top to bottom)
- 1Fax Cover Sheet (with your LLC name, EIN, contact info, and page count)
- 2Pro Forma Form 1120
- 3Form 5472
- 4Part V Attachment (if applicable)
Mailing Address
Internal Revenue Service Ogden, UT 84201-0012 USA
Tip for Mac Users
Use Preview.app to merge PDFs, delete pages, and add signatures. Open both PDFs in Preview, drag pages from one to the other to combine them, then use Tools > Annotate > Signature to sign.
After Submission
- No news is good news — if the IRS does not contact you within about one year, your filing was accepted
- The IRS sends all notices to your registered agent, who will forward them to you by email
- Never skip filing — the penalty starts at $25,000 and there is no waiver for ignorance of the requirement
- Some tax intermediaries only file Form 1040-NR (personal-level) and forget Form 5472 (company-level) — make sure both are filed