U.S. limited liability companies ("LLCs") wholly owned by a single individual or legal entity that is not a resident of the United States of America ("U.S.") are classified, for these purposes, as foreign-owned U.S. disregarded entities and may be subject to the annual filing of Form 5472 with the Internal Revenue Service ("IRS"). This form is intended to report transactions carried out, in the prior fiscal year, between such LLCs and their respective members or other related parties.
The filing deadline for Form 5472 is the same as that applicable to corporations for the submission of their tax returns (Form 1120). Accordingly, for LLCs whose fiscal year ended in December 2025, the filing deadline is April 15, 2026.
The reporting obligation applies to LLCs that have maintained reportable transactions with related parties that are not U.S. residents. The definition of "reportable transactions" is broad and may encompass, among other situations, capital transfers between the member and the LLC, distributions to the member, returns of capital, the extension of loans or the assumption of obligations between the LLC and a related party, and payments for services.
Form 5472 requires not only the identification of the LLC's direct member, but also of any person who, directly or indirectly, holds 25% or more of the entity's capital or voting rights.
In order to file Form 5472, the LLC must hold a tax identification number with the IRS, the Employer Identification Number (EIN), which must be obtained regardless of whether the entity has employees. Furthermore, in the case of foreign-owned U.S. disregarded entities, Form 5472 must be accompanied by Form 1120, completed in a simplified manner.
A six-month extension for the filing of Form 5472 may be requested, provided that the request is made prior to the original due date of the obligation, i.e., by April 15, 2026. For this purpose, the LLC must already hold an EIN.
The applicable regulations provide for a penalty of USD 25,000 for LLCs that fail to comply with the obligation within the established deadline or that file Form 5472 in a substantially incomplete manner. The penalty may be increased if the non-compliance persists for a period exceeding 90 days following notification from the IRS regarding the outstanding obligation.
Finally, we note that LLCs that have elected to be treated as opaque entities for U.S. tax purposes, i.e., as entities treated as corporations, may also be required to file Form 5472. In such cases, compliance with this obligation occurs in the context of the filing of the respective tax returns, by means of Form 1120, the filing deadline for which is also April 15, 2026.
