LLC With No Income: Does a Foreign-Owned US LLC Still Have to File Form 5472?

Having no income does not by itself decide whether a foreign-owned US LLC must file Form 5472. According to the IRS instructions, a reporting corporation generally files Form 5472 if it had a reportable transaction with a foreign or domestic related party. For a foreign-owned US disregarded entity (DE), the instructions list amounts paid or received in connection with its formation, dissolution, acquisition and disposition, including contributions to and distributions from the entity. So money you put into the LLC can count even if the LLC never sold anything.

In short:

• Revenue is the wrong question. The IRS instructions ask whether the LLC had a reportable transaction with a related party.
• For a foreign-owned US DE, the instructions say reportable transactions include contributions to, and distributions from, the entity (Part V of the form).
• The instructions excuse the filing only if the entity had no reportable transaction of the types in Parts IV, V and VI. Check this year by year before you decide you have nothing to file.

What counts as a reportable transaction

The IRS instructions for Form 5472 (Rev. 12-2024) define it in three parts:

1. Part IV transactions: the types of transaction listed in Part IV (for example sales, rents), where money was the only payment made or received during the tax year.
2. Part V transactions (foreign-owned US DE only): any other transaction, as defined by Regulations section 1.482-1(i)(7), not already entered in Part IV. 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", and that you describe them on an attached statement.
3. Part VI transactions: nonmonetary transactions and transactions for less than full consideration with a foreign related party.

A foreign-owned US DE is a domestic disregarded entity wholly owned by a foreign person. A single-member LLC is generally a disregarded entity unless it elected otherwise (see the instructions for Form 8832). For tax years beginning on or after January 1, 2017, the instructions treat a foreign-owned US DE as a separate entity classified as a corporation for the limited purposes of section 6038A, which is why it files Form 5472 with a pro forma Form 1120.

The exception from filing

The instructions say a reporting corporation is not required to file Form 5472 if, among other cases, it "had no reportable transactions of the types listed in Parts IV and VI of the form and, in the case of a reporting corporation that is a foreign-owned U.S. DE, also had no reportable transactions of the type listed in Part V of the form."

A second exception exists when a US person who controls the foreign related corporation files Form 5471 for that year, but the instructions say it does not apply to foreign-owned US DEs.

Common cases

What to do next

1. List every payment between you and the LLC during the tax year, including small ones and ones made to cover fees.
2. Check each against Parts IV, V and VI above.
3. If you are unsure, get a written assessment before the deadline. Melya's Diagnostic for First-Time Filers / Not Sure Yet costs $149, covers five written assessments within 24 to 48 hours of receiving your documents, and is credited toward your filing if you order within 30 days.
4. If the LLC had a reportable transaction, Melya prepares Form 5472 and the pro forma Form 1120 for your signature for $249 (Form 5472 filing service).

Frequently asked questions

My LLC made no profit and had no sales. Am I exempt from Form 5472?

Not automatically. The test in the IRS instructions is whether the LLC had a reportable transaction with a related party, not whether it earned money. A contribution you made counts under Part V.

When is a foreign-owned US LLC excused from filing Form 5472?

When it had no reportable transactions of the types listed in Parts IV and VI and, as a foreign-owned US DE, none of the type listed in Part V.

Why would an owner contribution count if there were no sales?

Because the instructions for Part V list contributions to the entity among the transactions of a foreign-owned US DE.

Does Melya file Form 5472 electronically?

No. The IRS instructions say you cannot file Form 5472 electronically. Melya prepares it for your signature and sends it by fax. The fax receipt proves it was sent, not that the IRS accepted it.

What Melya does and does not do

• Melya prepares Form 5472 and the pro forma Form 1120 for your signature and sends the signed package by fax with a transmission receipt.
• Melya's founder holds an IRS PTIN. Melya is not a CPA, Enrolled Agent, Certifying Acceptance Agent or attorney, and does not represent clients before the IRS.
• Melya does not give legal advice or tax advice about your country of residence.
• Melya does not promise penalty relief or a specific outcome.