A single-member LLC is invisible to the IRS. The tax rules call it a disregarded entity, which means it does not file a tax return of its own. Whatever it earns is reported by its owner.
That works fine until the owner is a foreign person. Then the IRS has a problem. It wants information about the money moving between the LLC and its foreign owner, and the form it uses to collect that information is Form 5472. But Form 5472 is not a standalone filing. It is an attachment. It has to be attached to a tax return, and the LLC does not have one.
The IRS solved this by inventing a carrier. You file a Form 1120, the U.S. corporation income tax return, with almost every line left blank, only so that Form 5472 has something to be stapled to. That nearly empty return is what everyone calls a pro forma Form 1120. Your LLC is not becoming a corporation, and it is not paying corporate tax. It is filling out an envelope.
What the rule actually requires
The IRS Instructions for Form 5472 say that a foreign-owned U.S. disregarded entity must file "a pro forma Form 1120 with Form 5472 attached by the due date (including extensions) of that Form 1120."
Here is what that means, line by line.
What you fill in. The instructions are unusually specific. You complete only "the name and address of the foreign-owned U.S. DE and items B and E on the first page." On page 1 of Form 1120, item B is the Employer Identification Number and item E is the set of check boxes for an initial return, a final return, a name change or an address change. Everything else stays empty. You do not report income. You do not report deductions. You do not compute tax.
What you write on top. You write "Foreign-owned U.S. DE" across the top of the Form 1120.
How you send it. This is the part that surprises people who are used to filing everything online. The instructions say plainly: "If you are a foreign-owned U.S. DE, you cannot file Form 5472 electronically." There are two routes, and only two:
- Fax to 855-887-7737, scanned at 300 DPI or higher.
- Mail to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201.
You also cannot use the normal Form 1120 filing addresses. The pro forma return goes to the address above and nowhere else.
When it is due. The LLC uses the same tax year as its owner. If the owner has no U.S. tax year, the LLC uses the calendar year. The filing is due on the due date of that Form 1120, including extensions.
How to extend it. You file Form 7004 by the regular due date of the return. You write "Foreign-owned U.S. DE" across the top of the Form 7004 as well, and you send it to the same fax number or the same Ogden address.
What you actually report on the 5472. For a disregarded entity, the reportable transactions are wider than most owners expect. Part V of Form 5472 covers transactions under Regulations section 1.482-1(i)(7), and the instructions say these "include amounts paid or received in connection with the formation, dissolution, acquisition, and disposition of the entity, including contributions to, and distributions from, the entity." So money you put into your own LLC, and money you take out of it, is reportable. An LLC that made no sales at all can still have a reporting obligation, because you funded it.
The instructions do list an exception: a reporting corporation does not have to file if it had no reportable transactions of the types listed in Parts IV, V and VI of the form. For a foreign-owned U.S. DE that exception is narrow, because contributions, distributions and amounts connected with forming or dissolving the entity are all in scope. A year with genuinely none of them is possible, but it is not the normal case.
What you have to keep. The entity must keep permanent books and records under section 6001, sufficient to establish that its reporting is correct, including records relevant to transactions with related parties.
What this filing is not
Form 5472 is an information return. Filing it does not create a tax bill by itself, and the pro forma Form 1120 does not either, because no income goes on it.
That is worth stating clearly, because two separate questions get mixed together constantly. The first question is whether you owe this filing. It is answered by who owns the LLC and whether there were reportable transactions. The second question is whether you owe U.S. tax on what the business earned. It is answered by different rules, and it has its own pages in this guide.
The two questions have different answers for a lot of people. A non-resident with no U.S. tax bill at all can still owe the pro forma Form 1120 and the Form 5472, and can still be hit with the $25,000 penalty for not filing them. The penalty is not a percentage of tax owed. It is a flat amount for a missing form.
🇺🇸 If the IRS counts you as a U.S. person
You do not file this. There is nothing here for you to do.
A single-member LLC owned by a U.S. person is a disregarded entity, but it is not a foreign-owned disregarded entity. Form 5472 does not apply to it, so there is no Form 5472 to attach, so there is no reason to file a pro forma Form 1120. You report the business on your personal return, normally on Schedule C of Form 1040.
Two situations still deserve a look:
- You are a U.S. person, but you are not the only owner. Once the LLC has a second member it is no longer a single-member LLC. By default a domestic LLC with two or more members is a partnership, and it files Form 1065. Form 5472 does not apply to a partnership. The form applies to reporting corporations, which the regulations define as 25% foreign-owned domestic corporations, certain foreign corporations, and a domestic entity that is disregarded and wholly owned by one foreign person. Form 5472 comes back into the picture only if the LLC has elected to be taxed as a corporation and a foreign person owns 25% or more of it, and in that case the return is a real Form 1120, not the pro forma one described on this page.
- You stop being a U.S. person. For anyone who is not a U.S. citizen, tax residency is decided by the green card test and the substantial presence test, not by a passport. If you meet neither test for a year, your LLC is foreign-owned for that year and this filing starts applying to you. U.S. citizens stay U.S. persons regardless of where they live.
🌏 If it does not
If you are not a U.S. person and you own a U.S. single-member LLC, this filing is yours for every year in which the LLC had a reportable transaction. In practice that is most years, for the reason set out below: putting money into the company and taking money out both count.
Read the penalty before anything else. The instructions say a penalty of $25,000 is assessed on a reporting corporation that fails to file Form 5472 when due. If the failure continues for more than 90 days after the IRS notifies you, an additional $25,000 applies for "each 30-day period (or part of a 30-day period) during which the failure continues."
Do the arithmetic once and it stops being abstract. Suppose the IRS sends you a notice and you file 95 days later. The first 90 days are the grace window. Day 91 starts a new 30-day period, and a part of a period counts as a whole one. So you owe $25,000 plus $25,000, which is $50,000. Wait six more months and each 30-day block adds another $25,000.
Three practical points follow from the rules above.
- You need an EIN. Item B on page 1 of Form 1120 is the Employer Identification Number. You cannot complete the one page you are required to complete without it.
- You cannot file it online, so give it time. Fax and paper are the only routes. Faxing gives you a transmission record. Mail from outside the United States can take weeks, and the deadline is a date, not a postmark you get to argue about later.
- A dormant LLC is not an excused LLC. Zero revenue does not mean zero reportable transactions. If you contributed capital, or paid a formation fee from your personal account, you have something to report.
Where the two answers split
| 🇺🇸 U.S. person owner | 🌏 Non-U.S. person owner | |
|---|---|---|
| Does the LLC file Form 5472? | No | Yes, for any year with a reportable transaction |
| Does the LLC file a Form 1120? | No | Yes, a pro forma one |
| What goes on that 1120 | Nothing. You do not file it | Name, address, items B and E only |
| Where the business income is reported | Your Form 1040, normally Schedule C | Not on the pro forma 1120. It stays with the owner |
| Can you file electronically? | Not applicable | No. Fax or paper only |
| Extension | Not applicable | Form 7004, by the regular due date |
| Penalty for missing it | Not applicable | $25,000, then $25,000 per 30-day period |
The row that matters is the first one. Everything else on this page follows from whether Form 5472 applies to your LLC, and that is decided by who owns it.
Common mistakes
🇺🇸 If the IRS counts you as a U.S. person
- Filing a pro forma Form 1120 that you do not owe, because a forum post told you every LLC files one. A U.S.-owned single-member LLC does not.
- Adding a co-owner mid-year and assuming nothing changed on the tax side. A lot changed. A two-member LLC is a partnership by default, so it files Form 1065 and issues a Schedule K-1 to each member. What it does not do is file Form 5472, because that form does not reach partnerships.
🌏 If it does not
- Treating the pro forma 1120 as a real tax return. It reports no income and computes no tax. People who fill in revenue and expenses are filing something the IRS did not ask for.
- Trying to e-file it. The instructions prohibit it. Software that offers to e-file your 1120 is not offering to e-file this one.
- Sending it to the normal Form 1120 address. It goes to the Ogden address for foreign-owned U.S. DEs, or to the fax number.
- Assuming a company with no revenue has nothing to file. Contributions to the LLC and distributions from it are reportable transactions.
- Filing Form 7004 late. An extension has to be requested by the regular due date. After that date there is nothing left to extend.
FAQ
Is a pro forma Form 1120 a real corporate tax return?
No. Your LLC is still a disregarded entity and is not taxed as a corporation. The pro forma Form 1120 exists only to carry Form 5472. You complete the name, the address, and items B and E on the first page, and you leave the income and deduction lines blank.
Do I have to file this if my LLC had no income?
Probably yes. The obligation is triggered by reportable transactions, not by profit. Money you contribute to the LLC and money you take out of it count, and so do amounts connected with forming the entity. An LLC with no customers can still have a filing obligation.
Can I file the pro forma 1120 and Form 5472 electronically?
No. The IRS instructions state that a foreign-owned U.S. DE cannot file Form 5472 electronically. You fax it to 855-887-7737 or mail it to the IRS in Ogden, Utah, at the address the instructions give for these filings.
What happens if I do not file?
The penalty is $25,000 for failing to file when due. If the failure continues more than 90 days after the IRS notifies you, another $25,000 applies for each 30-day period, or part of one, that it continues.
Can I get an extension?
Yes. File Form 7004 by the regular due date of the return, write "Foreign-owned U.S. DE" across the top, and send it to the same fax number or address you would use for the return itself.
Which tax year does my LLC use?
The same tax year its owner uses for U.S. tax filing. If the owner has no U.S. tax year, the LLC uses the calendar year.
Do I need an EIN to file it?
Yes. Item B on the first page of Form 1120 is the Employer Identification Number, and item B is one of the two items you are required to complete.
I am a U.S. person. Do I ever file a pro forma 1120 for my single-member LLC?
No. This filing applies to foreign-owned U.S. disregarded entities. If you are a U.S. person and you are the sole owner, your LLC is not foreign-owned, and you report its results on your own return.