A Delaware LLC with one foreign owner files Form 5472 with a pro forma 1120 by April 15. Penalty $25,000 per form; Delaware annual tax $400 is due June 1.
A Delaware LLC with a single owner who is a foreign person must file Form 5472, with a pro forma Form 1120, for every tax year in which it has a reportable transaction with its owner or a related party. The filing is due by the 15th day of the fourth month after the tax year ends, April 15 for a calendar year, and Form 7004 adds six months. The IRS penalty for a missing or incomplete Form 5472 is $25,000 per form, and a further $25,000 accrues for every 30 days that the failure continues beyond 90 days after the IRS notifies you. The LLC pays Delaware a separate annual tax of $400, due June 1.
The IRS treats a single-member LLC with a foreign owner as a corporation for this one reporting purpose, even though the LLC pays no income tax of its own. Reportable transactions include contributions to the LLC and distributions from it, so a funded LLC with a bank account has them in almost every year.
This guide covers an LLC with one owner. An LLC with two or more members is classified as a partnership by default and files Form 1065 under the partnership rules, unless it files Form 8832 and elects to be treated as a corporation. A corporation, whether a US corporation or an LLC that made that election, files its own Form 1120, and it attaches Form 5472 when at least 25% of it is foreign-owned and it had a reportable transaction with a related party. Check the classification before using the single-member steps below.
Last verified 2 October 2026 on the IRS, Delaware Division of Corporations and FinCEN pages listed under Sources.
Owner of a Delaware LLC abroad? We keep the annual calendar: the state tax, Form 5472 with the pro forma 1120, the extension when needed. US tax and accounting for non-residents → · Book a paid 30-minute consultation (USD 99, credited to the project)
| Obligation | What it is | Due date | Source |
|---|---|---|---|
| Delaware annual tax | $400 per LLC, paid to the Division of Corporations; late payment adds a $200 penalty plus 1.5% interest per month | on or before June 1 for the prior year | Delaware Division of Corporations |
| Form 5472 with a pro forma Form 1120 | Information return on transactions between the LLC and its foreign owner or related parties | 15th day of the 4th month after the tax year ends: April 15 for a calendar year | IRS Instructions for Form 5472 and Form 1120 |
| Extension | Form 7004 gives an automatic 6-month extension, filed by the regular due date | October 15 for a calendar year | IRS Form 7004; Instructions for Form 5472 |
| Registered agent | A Delaware address for service of process, supplied by a provider | renewal date set by the provider | provider's terms |
| EIN | Needed on the form; a foreign applicant without an SSN or ITIN applies by phone, fax or mail | before the first filing | IRS |
| Beneficial ownership report (FinCEN) | Exempt for entities created in the United States | no filing for a Delaware LLC | FinCEN |
The Delaware LLC annual tax is $400 for every LLC formed or registered in the state. It was $300 before; the increase took effect on 1 January 2026, and the tax for a year is due by June 1 of the next year, so the first payment at $400 falls due by June 1, 2027. Filing the Certificate of Formation costs $110.
A reporting corporation files Form 5472 when it had a reportable transaction with a foreign or domestic related party. That covers a 25% foreign-owned U.S. corporation and a foreign-owned U.S. disregarded entity. Treasury regulations treat a domestic entity that is disregarded for tax purposes as a corporation for this reporting when one foreign person directly or indirectly owns it entirely. The rule applies to tax years beginning after 31 December 2016.
File one Form 5472 for each related party with which the LLC had a reportable transaction. The IRS definition of a related party covers the 25% foreign shareholder, which is the owner, and also any person related to the LLC or to that shareholder within the meaning of sections 267(b) or 707(b)(1), and any other person related to the LLC within the meaning of section 482. In practice that can include another company under common control with the LLC, or a family member within the section 267 definition, that paid or received money from the LLC. The reporting corporation also states on the form the total number of Forms 5472 filed for the year.
For a single-member LLC owned by a non-US person or company, that means:
A reporting corporation with no reportable transactions during the year is outside the filing duty, per the IRS exceptions from filing. Contributions to the entity and distributions from it are reportable for a foreign-owned disregarded entity, as are amounts borrowed, interest, sales, rents and royalties paid or received between the LLC and its owner or related parties.
A foreign-owned U.S. disregarded entity cannot file Form 5472 electronically. The IRS accepts the pro forma Form 1120 with Form 5472 by mail to a dedicated address in Ogden, Utah, or by fax (300 DPI or higher) to the number printed in the instructions. The same address or fax number takes Form 7004. The regular Form 1120 filing addresses do not apply.
An EIN is a prerequisite. A foreign applicant without an SSN or ITIN applies on Form SS-4 by phone (Monday to Friday, 6 a.m. to 11 p.m. Eastern), by fax (the IRS faxes the EIN back in about 4 business days) or by mail (about 4 weeks). Each applicant can request one EIN per day.
The IRS imposes a $25,000 penalty for failing to file Form 5472 when due, and for filing it without the required information. The Internal Revenue Manual states the penalty as $25,000 per form per year. If the failure continues more than 90 days after the IRS notifies you, an additional $25,000 accrues for each 30-day period or part of a period, and the instructions apply that continuation penalty with respect to each related party for which a failure occurs. An LLC with several related parties and no filings therefore faces several penalties. The IRS also notes that criminal penalties under sections 7203, 7206 and 7207 may apply to a failure to file or to false information.
Relief exists for reasonable cause. The Internal Revenue Manual requires the company to make an affirmative showing of the facts in a written statement made under penalties of perjury, and to comply promptly and fully with every IRS request to file Form 5472 and to furnish books and records. The IRS decides each request on its facts.
Time matters for a voluntary late filing. The IRS delinquent international information return submission procedures are open to a taxpayer who is not under civil examination or criminal investigation and has not already been contacted by the IRS about the delinquent returns; the IRS page does not name Form 5472 and allows a reasonable-cause statement to be attached to the delinquent returns. First-time abatement generally does not apply to event-based filing requirements, and the Internal Revenue Manual lists only a narrow exception for certain Form 5472 penalties that the IRS assesses automatically. Until the information is furnished, the time for assessing tax tied to the missing return can stay open: section 6501(c)(8) keeps it open until 3 years after the required information is provided. File before the IRS contacts you, and treat relief as never guaranteed.
When a year was missed:
We prepare the filing and the statement. The IRS makes the decision.
Form 5472 reports transactions and creates no tax by itself. A foreign owner can still owe US federal income tax on income effectively connected with a US trade or business: an owner who is an individual reports it on Form 1040-NR and an owner that is a company on Form 1120-F. US-source passive income such as interest, dividends and royalties is generally subject to 30% withholding unless a tax treaty reduces the rate. Which of these applies depends on where the work is done and where the customers and goods are, so take tax advice before relying on a zero-tax assumption. The state's $400 tax applies in every case. FinCEN exempts entities created in the United States from beneficial ownership reporting, under its March 2025 interim final rule and the final rule of 11 August 2026, while foreign entities registered to do business in a US state remain subject to it.
INNOVA keeps the calendar for a foreign-owned LLC: the Delaware tax, Form 5472 with the pro forma 1120, Form 7004 where the owner needs time, and the records the form draws on. For formation, the EIN and banking, see the Delaware LLC guide for non-residents and US LLC for non-residents. The fee is fixed once we have scoped the task and the published "from" prices are on INNOVA pricing.
A Delaware LLC with a single member who is a foreign person, in any year when it has a reportable transaction with that owner or another related party. It files the form with a pro forma Form 1120 as a foreign-owned U.S. disregarded entity, and one form for each related party. An LLC with two or more members files Form 1065 by default, and files Form 5472 only if it elected corporate tax treatment and is at least 25% foreign-owned.
By the due date of the income tax return it attaches to: the 15th day of the 4th month after the tax year ends, which is April 15 for a calendar year. Form 7004 gives an automatic 6-month extension if filed by the regular due date.
$25,000 per form for failing to file when due or for omitting required information, plus $25,000 for each 30-day period that the failure continues beyond 90 days after the IRS notifies you, counted for each related party. Criminal penalties may apply to a failure to file or to false information.
No. A foreign-owned U.S. disregarded entity files the pro forma Form 1120 with Form 5472 by mail to the dedicated Ogden address or by fax, and it files Form 7004 the same way.
Filing depends on reportable transactions, not on income. A year with no reportable transactions falls under an IRS exception from filing. A contribution from the owner to the LLC, a distribution to the owner or a loan between them is a reportable transaction.
$400 for every domestic or foreign LLC formed or registered in Delaware, due on or before June 1 for the prior year. Late payment brings a $200 penalty plus 1.5% interest per month. The increase from $300 took effect on 1 January 2026.
No. FinCEN exempts entities created in the United States from beneficial ownership reporting, under its March 2025 interim final rule and the final rule of 11 August 2026. The requirement remains for foreign entities registered to do business in a US state.
Tell us the owner's country, the LLC's formation date and what has moved between you and the company. We return the list of years and forms, and the order in which to file them. US tax and accounting → · Contact us
Related: Delaware LLC for non-residents, US LLC for non-residents, Bank account for a non-resident company.
Sources (checked 2 October 2026):
For information only; checked against the official pages above on 2 October 2026. Whether a particular year's filing is required, and whether income is effectively connected with a US business, depend on the facts. Penalty relief is decided by the IRS.
This material is for general information only and does not constitute legal or tax advice. Accurate as of the publication date.
