Reporting obligations of foreign-owned companies

U.S. companies with foreign owners must file certain reports every year even if no tax liability arises. The most frequently overlooked obligation is Form 5472, filed by a wholly foreign-owned single-member LLC; failure to file results in a $25,000 penalty. On this page, you will find information about Form 5472, withholding for companies with foreign partners, the status of FinCEN beneficial ownership reporting (BOI) in October 2026, the company's foreign accounts (FBAR), and the new foreign investment reporting requirement (BE-13).

• Company filing Form 5472 (reporting corporation):
  • a U.S. corporation that is at least 25% foreign-owned (including a wholly foreign-owned single-member LLC), or
  • a foreign corporation engaged in business in the United States
• 25% foreign shareholder: a foreign person who directly or indirectly owns at least 25% of the voting power or value of the shares at any time during the tax year.
• Foreign person:
  • an individual who is not a U.S. citizen or U.S. tax resident
  • a partnership, corporation, or association organized outside the United States
  • foreign estates and trusts
• Wholly foreign-owned U.S. disregarded entity (DE): a domestic single-member LLC whose sole owner is a foreign person. For Form 5472 purposes, it is treated like a corporation and as separate from its owner.
• If you hold a green card or are a tax resident, you are not considered a "foreign person" under this definition. See 15.1 Tax residency for residency information.

1. Obtain an EIN. Form SS-4 contains specific wording for this purpose (see 14.3 EIN).
2. Prepare a pro forma Form 1120 every year. This LLC does not have an income tax return filing obligation. However, it must file Form 5472 attached to a blank 1120.
   • On Form 1120, fill in only the LLC's name, address, and items B and E on the first page.
   • Write "Foreign-owned U.S. DE" at the top of the form.
3. Attach Form 5472. Complete a separate Form 5472 for each related person with whom you had a reportable transaction.
4. Identify reportable transactions. In addition to transactions such as sales, rent, services, and loans, the following are also reportable for wholly foreign-owned LLCs:
   • payments related to the formation, liquidation, acquisition, and disposition of the company
   • money contributed by the owner to the company (contribution)
   • money withdrawn by the owner from the company (distribution)
5. Due date: The Form 1120 due date applies, including extensions. It is the 15th day of the fourth month after the end of the tax year; for an LLC using the calendar year, it is April 15. The LLC uses its owner's U.S. tax year; if the owner has no U.S. tax year, it uses the calendar year.
6. Submit the forms. These forms cannot be filed electronically. The regular address in the Form 1120 instructions is also not used. They may be submitted only by:
   • Fax (at least 300 DPI): +1 855 887 7737
   • Mail: Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201
7. Additional time (extension): Form 7004 must be sent to the same fax number or address by the regular due date. Enter the Form 1120 code on line 1 of Part I of Form 7004 and write "Foreign-owned U.S. DE" at the top of the form.
8. Exception: Form 5472 is not required if there were no reportable transactions during the year. However, the contributions, withdrawals, and formation payments described above are also reportable transactions.

• A company that fails to file Form 5472 on time and in the required manner is subject to a $25,000 penalty.
• The same penalty applies to a company that fails to maintain the required records.
• If the deficiency continues for more than 90 days after IRS notification, an additional $25,000 penalty applies for each 30-day period for each related person.
• Criminal penalties may also apply for failing to provide information or providing incorrect information.
• The company must maintain permanent books and records demonstrating the accuracy of its tax return and its transactions with related persons.

• 25% foreign-owned U.S. corporation: Files Form 1120 normally. It attaches Form 5472 to its return for reportable transactions with related persons.
• A foreign corporation conducting business in the United States is also considered a "reporting corporation" for Form 5472 purposes.
• LLC with two or more members (partnership): Files Form 1065.
  • It must pay withholding on income from the partnership's U.S. business allocated to foreign partners (section 1446).
  • Current rates are 37% for foreign partners that are not corporations and 21% for corporate partners.
  • Payments are made with Form 8813. The annual return is Form 8804; Form 8805 is attached for each foreign partner and a copy is provided to the partner.
  • A partnership that fails to meet its withholding obligation may be liable for the tax, penalties, and interest.

• Because a single-member LLC is disregarded from its owner for tax purposes, the LLC's income passes to its owner.
• A nonresident foreign individual engaged in, or considered engaged in, business in the United States must file Form 1040-NR. This obligation applies even if the income did not come from the U.S. business or there was no U.S.-source income.
• Form 1040-NR due dates for the 2025 tax year:
  • if there is wage income subject to withholding: April 15, 2026
  • otherwise: June 15, 2026
• Nonresident aliens are not subject to self-employment tax (see 14.1).
• For return rules, see 15.3 Tax return.

• With its final rule published on August 11, 2026, FinCEN made the temporary exemptions from March 2025 permanent. The rule took effect on August 14, 2026.
• Companies formed in the United States are exempt from BOI reporting. An LLC or corporation formed in the United States by a Turkish citizen no longer files a report.
• Reporting is required only for companies formed in a foreign country and registered to conduct business in a U.S. state. Example: a company formed in Türkiye registering in a U.S. state.
  • These companies do not report their U.S. beneficial owners.
  • A foreign company registered after March 26, 2025, files its initial report within 30 calendar days after being notified that its registration is effective.
• BOI reporting is free and is completed only through FinCEN's BOI E-Filing system.
• According to FinCEN, the following are fraudulent:
  • Correspondence titled "Form 4022" or "Form 5102" (FinCEN has no such forms)
  • Correspondence from the "US Business Regulations Dept." (no such government agency exists)
  • Messages requesting payment or containing suspicious links or QR codes
• A bank's request for beneficial owner information when opening an account is a separate rule. See 14.5 Company bank account.

• According to the IRS, LLCs, corporations, and partnerships formed in the United States are considered "U.S. persons" for FBAR purposes.
• If the aggregate value of the company's financial accounts outside the United States (for example, in Türkiye) exceeds $10,000 at any time during the year, the company files FinCEN Form 114 (FBAR).
• It does not matter whether the account generates income.
• The due date is April 15. It is automatically extended to October 15 without an application.
• For your personal FBAR obligation, see 15.6 Reporting accounts and assets in Türkiye.

• The U.S. Bureau of Economic Analysis (BEA) collects information on new foreign direct investments in the United States through the BE-13 survey.
• Under federal regulations, the survey must be filed when a foreign party establishes a new business in the United States or acquires a U.S. business and owns at least 10% of the voting power.
• If the cost is less than $40 million, a "BE-13 Claim for Exemption" must be filed even if the BEA does not contact you.
• The deadline is 45 calendar days from the date the business is established or the acquisition is completed.
• Consult a professional about whether this reporting requirement applies to your situation.

• Filing nothing because the single-member LLC had no income. Form 5472 and a pro forma Form 1120 may still be required.
• Trying to file Form 5472 electronically or sending it to the regular address in the Form 1120 instructions.
• Failing to report money contributed by the owner to the company or withdrawn from it.
• Filing Form 7004 after the regular due date for an extension.
• Failing to calculate section 1446 withholding for an LLC with foreign partners.
• Purchasing a paid "service" for BOI reporting that is no longer required or paying fraudulent FinCEN letters.
• Forgetting the FBAR for the company's bank account in Türkiye.

• My LLC did not earn any money; do I still need to file anything? Even without income, Form 5472 and a pro forma Form 1120 are filed if there was a reportable transaction during the year, such as a contribution, withdrawal, or formation payment.
• Who files Form 5472, me or the company? The form is filed on behalf of the company. The LLC's name and address are entered on the pro forma Form 1120.
• What happens if I am late? The penalty is $25,000. After IRS notification, an additional $25,000 applies for every 30 days of delay beyond 90 days.
• Do I need to file a BOI report with FinCEN for my LLC formed in the United States? No. Since August 14, 2026, companies formed in the United States have been exempt.
• Does the Form 5472 obligation continue after I obtain a green card? The definition of "foreign person" includes persons who are not U.S. tax residents. A green card holder is considered a tax resident; therefore, the wholly foreign-owned DE definition no longer applies to you. Consult a tax professional for the transition year.
• My company in Türkiye has a branch in the United States; what must I file? A foreign corporation conducting business in the United States is considered a reporting corporation for Form 5472 purposes. If it registers to conduct business in a state and does not qualify for one of FinCEN's exemptions, it also files a BOI report with FinCEN.

• Form 5472 (PDF)
• Form 5472 instructions (PDF)
• Form 1120 (PDF)
• Form 7004, extension application (PDF)
• Form 8804, partnership withholding return (PDF)
• Form 8805, foreign partner statement (PDF)
• Form 8813, partnership withholding payment voucher (PDF)
• Form 1040-NR (PDF)
• IRS – Form 5472 page
• FinCEN – BOI E-Filing system
• FinCEN – BOI frequently asked questions