Form 5472 vs Form 5471: Which One Do You File?

TL;DR

• The direction of ownership decides the form. Form 5472: a foreign person owns a US company, including a single-member LLC owned by a non-US person. Form 5471: a US person owns, controls or manages a foreign corporation.
• Different filers. Form 5472 is filed by the US company (a foreign-owned LLC attaches it to a pro forma Form 1120). Form 5471 is filed by the US person with their own return.
• Thresholds are about ownership, not money. Form 5472: one foreign person owns at least 25% of a US corporation or 100% of a US disregarded entity, plus at least one reportable transaction. Form 5471: generally 10% ownership or more than 50% control.
• Penalties differ. Form 5472: $25,000 per year (IRC §6038A(d)), plus $25,000 per 30 days after a 90-day IRS notice, no cap. Form 5471: $10,000 per foreign corporation per year (IRC §6038(b)), continuation capped at $50,000.
• Both keep the statute of limitations open until 3 years after the information is filed (IRC §6501(c)(8)). They are not alternatives: some structures need both.

Quick comparison

Form 5472: a foreign person owns a US company

A reporting corporation is a US corporation at least 25% foreign-owned at any time during the tax year (IRC §6038A(a), (c)(1)), or a foreign corporation with a US trade or business (IRC §6038C).

The key rule for non-US founders: a US single-member LLC wholly owned by one foreign person, normally a disregarded entity, is treated as a corporation for §6038A purposes (Treas. Reg. §301.7701-2(c)(2)(vi); Treas. Reg. §1.6038A-1(c)(1)). It pays no corporate tax, but files Form 5472 attached to a pro forma Form 1120.

Reportable transactions of a foreign-owned DE include:

• money the owner puts in (contributions) and takes out (distributions) (Treas. Reg. §1.6038A-2(b)(3)(xi));
• amounts paid for the formation, dissolution, acquisition or disposition of the LLC, such as registration fees the owner paid personally;
• loans, interest, service fees and other monetary transactions with related parties (Part IV), and non-monetary ones (Part VI).

A DE with no reportable transactions in Parts IV, V and VI does not file (Instructions for Form 5472, Exception 1), but an operating LLC almost always has some.

Filing mechanics (Instructions for Form 5472, Rev. 12/2024):

• Write "Foreign-owned U.S. DE" across the top of the pro forma Form 1120; complete only the name, address and items B and E on page 1.
• A foreign-owned DE cannot e-file Form 5472: fax it to 855-887-7737 or mail it to the IRS in Ogden, Utah (M/S 6112, Attn: PIN Unit).
• The tax year is the owner's US tax year or, if the owner has no US filing obligation, the calendar year. Form 7004 gives an automatic 6-month extension (Treas. Reg. §1.6081-3(a)) and goes to the same fax or address.
• Enter the owner's SSN or ITIN if they have one; otherwise a reference ID number the company assigns itself, plus the foreign tax ID (FTIN) or "None". An ITIN is not needed just for Form 5472, but may be needed for Form 1040-NR (see ITIN).

More detail: Form 5472 for foreign-owned LLCs.

Form 5471: a US person owns a foreign corporation

Form 5471 implements IRC §6038 (foreign corporations a US person controls) and IRC §6046 (acquisitions and dispositions of stock). It is filed by a US person: a citizen, a green card holder, a resident alien under the substantial presence test, or a US entity.

Categories of filers at a high level (Instructions for Form 5471, Rev. 12/2025):

• Category 1: US shareholders of a "section 965 specified foreign corporation".
• Category 2: a US citizen or resident who is an officer or director of a foreign corporation in which a US person acquired 10% or more.
• Category 3: a US person who acquires stock reaching 10%, becomes a US person while holding 10% or more, or disposes of stock and drops below 10%.
• Category 4: a US person who controls the corporation: more than 50% of the vote or value at any time during the year (IRC §6038(e)(2)).
• Category 5: a US shareholder (10% or more) of a controlled foreign corporation (CFC), where US shareholders together own more than 50%.

One person can fall into several categories; the sole owner of a CFC (Categories 4 and 5a) completes all six pages and most schedules. A dormant foreign corporation may use the summary procedure of Rev. Proc. 92-70.

Form 5471 is not only a report. CFC shareholders may have to include the company's income before any dividend is paid: subpart F income (IRC §951) and net CFC tested income (IRC §951A, formerly GILTI).

Is a ТОВ or ТОО a corporation? A Ukrainian ТОВ or Kazakh ТОО is not on the per se corporation list (Treas. Reg. §301.7701-2(b)(8)), but a foreign entity whose members all have limited liability is by default an association, taxed as a corporation (Treas. Reg. §301.7701-3(b)(2)(i)(B)). So Form 5471 is the default. After an entity classification election (Form 8832), other forms apply: Form 8858 for a foreign disregarded entity, Form 8865 for a foreign partnership.

Penalties and the statute of limitations

Form 5472 (IRC §6038A(d); Instructions for Form 5472): the $25,000 penalty also applies for failing to keep required records, and a substantially incomplete form counts as not filed. The continuation penalty starts 90 days after an IRS notice, applies per related party and has no maximum. Reasonable cause: IRC §6038A(d)(3).

Form 5471 (IRC §6038(b), (c); IRC §6679): besides $10,000 per foreign corporation per year, a failure reduces creditable foreign taxes by 10% (IRC §6038(c)), and missing §6046 information carries a separate $10,000 penalty, up to $50,000 more (IRC §6679(a)).

Statute of limitations. For information required under §6038, §6038A or §6046, the time to assess tax for the related return, event or period does not expire until 3 years after the information is furnished (IRC §6501(c)(8)(A)). With reasonable cause and no willful neglect, this applies only to the related items (IRC §6501(c)(8)(B)). In practice, an unfiled Form 5471 can keep a whole Form 1040 open.

For missed years, the IRS Delinquent International Information Return Submission Procedures allow late filing with a reasonable cause statement, but the IRS states that penalties may still be assessed.

Common situations

1. Ukrainian ФОП owner with a Wyoming LLC. The LLC is a foreign-owned US DE: pro forma Form 1120 + Form 5472 for each year with a reportable transaction, such as opening capital or transfers to the owner. No Form 5471: the owner is not a US person, and a ФОП is the individual, not a company. Whether the owner also files Form 1040-NR depends on effectively connected income: see 1040-NR vs 1040 for a US LLC owner. Ukrainian rules are separate: CFC rules for Ukrainians with a US LLC.

2. US citizen who owns 100% of a Ukrainian ТОВ. Categories 4 and 5a every year, Category 3 in the year of acquisition, plus a subpart F and §951A analysis. If the ТОВ's foreign accounts exceed $10,000 in aggregate, an FBAR is generally due too: a US person has a financial interest in accounts of a corporation in which they own more than 50% of the voting power or value (31 CFR 1010.350(e)(2)(ii)).

3. Green card holder with 30% of a Kazakh ТОО, other owners non-US. No control and no CFC, but Form 5471 is due as Category 3 for the year of acquisition, or the year the person became a US person while holding 10% or more. In other years Form 8938 may apply: see FBAR vs Form 8938.

4. Moved to the US and kept the company back home. Someone who becomes a US resident (green card, or the substantial presence test, where days on humanitarian parole count) while owning 10% or more of a ТОВ is a Category 3 filer for that year, and Category 4 or 5 if they control it.

5. Both forms in one structure. A US resident owns a Ukrainian ТОВ that owns a Wyoming LLC. The LLC files Form 5472, the individual files Form 5471. The exception that lets Form 5471 with Schedule M replace Form 5472 does not apply to foreign-owned DEs (Instructions for Form 5472, Exception 2).

Sources

• IRC §6038A and IRC §6038
• IRC §6046 and IRC §6679
• IRC §6501 (statute of limitations)
• Treas. Reg. §301.7701-2 and Treas. Reg. §301.7701-3 (entity classification)
• Treas. Reg. §1.6038A-2 (what Form 5472 reports)
• 31 CFR 1010.350 (FBAR)
• Instructions for Form 5472 (Rev. 12/2024)
• Instructions for Form 5471 (Rev. 12/2025)

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