After Stripe Atlas: The US Filings a Foreign Founder Still Owes Each Year

Stripe Atlas is a Stripe service that helps founders form a Delaware company, either an LLC or a C corporation, from almost anywhere in the world. Forming the company is the first step. From then on, the company has yearly filings with the IRS and with the State of Delaware, and they depend on which type of company you chose. This guide lists them for a foreign founder, with the official sources. Melya is not affiliated with Stripe; we describe here only what US and Delaware law requires.

In short:

• Delaware LLC, one foreign owner: Form 5472 with a pro forma Form 1120 for each year with a reportable transaction (money in or out counts), due April 15 for a calendar year, by fax or mail only. Delaware annual tax: $400, due June 1.
• Delaware C corporation: Form 1120 every year, "whether or not they have taxable income". If a foreign person owns 25% or more, Form 5472 is attached for reportable transactions. Delaware annual report and franchise tax: due March 1.
• Both: a Delaware registered agent at all times, and a W-8 or W-9 that matches who owns what.

First, which company do you have?

Check your Delaware formation document. A certificate of formation means an LLC; a certificate of incorporation means a corporation. The two have different federal returns and different Delaware taxes. An LLC with one owner is, by default, disregarded for US income tax unless it elected to be taxed as a corporation on Form 8832. An LLC with two or more owners is by default a partnership and files Form 1065; this guide does not cover it.

Delaware LLC with one foreign owner

Form 5472 with a pro forma Form 1120

A single-member LLC owned by a foreign person is a "foreign-owned U.S. DE" for the IRS. It is treated as a corporation only for this reporting rule. For each year in which it has a reportable transaction with its foreign owner or another related party, it files Form 5472 attached to a pro forma Form 1120 that carries only identifying information. Putting money into the LLC, taking money out, or paying LLC costs from personal funds are typical reportable transactions, so an LLC with no sales can still have a filing.

• Due date: the 15th day of the 4th month after year end, so April 15 for a calendar year. Form 7004 extends it by six months.
• How: the Form 5472 instructions say a foreign-owned US DE cannot file Form 5472 electronically. The packet goes to the IRS by fax or by mail.
• Penalty: the penalty for not filing can be $25,000 per related party per year, plus $25,000 for each 30-day period the failure continues more than 90 days after an IRS notice.

Our Form 5472 line-by-line guide covers the lines, and how to file by fax or mail gives the fax number and the mailing address.

Delaware annual tax: $400, due June 1

Under 6 Del. C. § 18-1107(b), every Delaware LLC "shall pay an annual tax, for the use of the State of Delaware, in the amount of $400." The tax is due on June 1 following the close of the calendar year (§ 18-1107(c)). If it is not paid by June 1, $200 is added to the tax (§ 18-1107(e)), and the LLC ceases to be in good standing (§ 18-1107(h)). Interest of 1.5% per month accrues on the unpaid tax and penalty (§ 18-1107(c)). A Delaware LLC files no annual report; the annual tax is the yearly state obligation.

Delaware C corporation

Form 1120 every year

The Form 1120 instructions say domestic corporations "must file an income tax return whether or not they have taxable income". For a calendar year, the return is due April 15, and Form 7004 extends the filing date by six months. A corporation pays US corporate income tax on its taxable income; a corporation is a US person even if all its shareholders live abroad.

Form 5472 when a foreign person owns 25% or more

A US corporation in which one foreign person owns, directly or indirectly, at least 25% of the vote or value at any time during the tax year is a "reporting corporation". It attaches a Form 5472 to its Form 1120 for each related party with which it had reportable transactions, such as loans from a founder, interest, or payments for services. The $25,000 penalty applies here too.

Delaware annual report and franchise tax: due March 1

The Delaware Division of Corporations says "Taxes and Annual Reports are to be received no later than March 1st of each year." The franchise tax depends on the method used: the minimum is $175 under the Authorized Shares method and $400 under the Assumed Par Value Capital method, with a $50 annual report fee for a non-exempt Delaware corporation. A missing annual report on March 1 costs a $200 penalty, and unpaid tax carries interest at 1.5% per month. The Authorized Shares method can give a much higher amount for a company with many authorized shares, so check both methods before paying.

Both: the registered agent

Every Delaware LLC (6 Del. C. § 18-104) and every Delaware corporation (8 Del. C. § 132) must keep a registered agent in Delaware. The registered agent also receives the state's annual tax statement for an LLC (6 Del. C. § 18-104). If the agent resigns and no new one is named within 30 days after the resignation is filed, the LLC's certificate of formation is canceled (§ 18-104(d)). Keep the agent's fees paid and the contact details current.

Stripe and your tax form: W-8 or W-9

US payment platforms, Stripe included, ask for a tax form that shows who the owner is for tax purposes:

• Single-member LLC owned by a foreign individual: the owner gives a W-8BEN in their own name, not a W-9. Form W-9 says "If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9."
• Single-member LLC owned by a foreign company: that company gives a W-8BEN-E.
• Delaware C corporation: it is a US corporation, so it gives a W-9 with its own EIN.

Our W-8 forms guide explains each form and what happens when the wrong one is on file.

BOI reports

FinCEN's FAQ states that under its final rule of August 11, 2026, "U.S. companies are exempt from BOI reporting requirements and therefore, are no longer required to file BOI reports." A Delaware LLC or corporation formed under US law is a US company; only certain foreign companies registered to do business in the US still report.

Your yearly calendar

How Melya helps

Melya prepares the US filings of foreign owners of US LLCs and signs as paid preparer; Melya does not represent clients before the IRS and does not advise on the tax rules of your country of residence. The Form 5472 + pro forma 1120 costs $249, with the extension included if needed: we prepare both forms, you sign, and we fax them with a transmission receipt. Missed years are covered by the late-year catch-up pack. The full Form 1120 of a C corporation is not part of our fixed-price list.

Frequently asked questions

Does Stripe Atlas file my yearly taxes?

Check your own Atlas account and agreements for what Stripe provides. The obligations above belong to the company under IRS and Delaware rules, whoever prepares them.

My Atlas LLC had no sales. Do I still file?

Possibly. Form 5472 depends on reportable transactions with you or another related party, not on sales. Money you put in to pay the formation or fund the account can be enough. The Delaware $400 tax is due either way.

Can I e-file Form 5472 for my Atlas LLC?

No. The IRS instructions say a foreign-owned US DE cannot file Form 5472 electronically; it is sent by fax or mail.

I own a Delaware C corporation from abroad. Do I file Form 1040-NR?

Not because of the corporation alone. The corporation files its own Form 1120. A personal return depends on your own US income; see what a nonresident alien is.

What if I missed earlier years?

File the missing years. Each year is a separate packet. Our guide LLC late, dormant or to close helps choose between catching up, reinstating and closing.

Sources

• IRS, Instructions for Form 5472 (Rev. December 2024): foreign-owned US DEs, reportable transactions, no electronic filing, penalties.
• IRS, Instructions for Form 1120: who must file, due date.
• 26 CFR 1.6038A-4: $25,000 penalty.
• Delaware Code, Title 6, Chapter 18 (LLC Act), § 18-104 and § 18-1107: registered agent, LLC annual tax, penalty, good standing.
• Delaware Code, Title 8, § 132: registered agent of a corporation.
• Delaware Division of Corporations, Annual Report and Tax Information: corporation franchise tax, March 1, minimums, penalty, interest; LLC tax due June 1.
• FinCEN, Beneficial Ownership Information FAQ: US companies exempt.
• IRS, Form W-9 (Rev. March 2024): foreign owner of a disregarded entity.