Form 5472: who has to file, and what 25,000 USD buys you

The US LLC is sold as the simple option: formed online, no US tax, done. What that story leaves out is a reporting duty that exists independently of profit and tax, and whose breach costs 25,000 US dollars. It is called Form 5472, and it catches almost every structure German-speaking entrepreneurs hold in the United States.

What this is about

The United States wants to know what business a US entity does with its foreign owners and their related companies. The legal basis is sections 6038A and 6038C of the Internal Revenue Code; the return is Form 5472.

For a long time this concerned corporations only. Under the regulations implementing section 6038A, a foreign-owned US entity that is fiscally transparent — the classic single-member LLC held by a non-US person — is treated as a separate corporation for this limited purpose. That is precisely why the duty reaches a construction that otherwise does not exist for tax at all.

Who it catches

• US LLC with a single member who is not a US person, treated as transparent
• The entity had a reportable transaction with a related party during the year
• Capital contribution at formation, distribution, loan, set-off — all of these qualify
• Multi-member US LLC: different mechanics, but the duty does not simply disappear
• An LLC with no movement whatsoever during the whole year

The last point is the only genuine exception — and it is rarer than it sounds. An entity that received capital in its year of formation had a reportable transaction. One that distributed profit to its member did too.

What gets filed

Form 5472 is not filed on its own. A foreign-owned disregarded entity files a pro forma Form 1120 — the US corporate income tax return, used here only as a carrier: header data is completed, Form 5472 is attached. No tax computation happens in it.

Step	What it involves
Obtain an EIN belongs before the first filing, not after it	Without an Employer Identification Number nothing can be matched to the entity. For non-US persons without a social security number the application runs through a separate route and needs lead time.
Pro forma Form 1120	Header data only, no tax section. It is the envelope, not the contents.
Attach Form 5472	Details of the foreign member and of the reportable transactions during the year.
File it where punctual work still fails	By fax or post to the responsible office in Ogden, Utah. Electronic transmission is excluded for this case.

The deadline

What governs is the due date of the pro forma Form 1120, including any extension granted. An extension has to be requested before the original date passes — there is no retrospective one.

In practice: the date is fixed at the start of the year and does not move. It belongs in the same calendar as the Georgian annual filing, not on a separate list nobody opens.

What this means for the Georgian combination

The US-LLC-plus-Georgia arrangement is often sold with the compliance side it genuinely has — and just as often without it. The two run independently:

• The US side requires the return described here, whether or not tax is due.
• The Georgian side requires its own filing and bookkeeping.
• The country of residence requires whatever it requires — and that is the question an LLC does not answer while you are resident there.

Anyone asking only the third question misses the first two until a penalty arrives that has nothing to do with what the entity earned.

Form 5472 — frequently asked

I have no US income. Do I still have to file?

Yes. The duty attaches to reportable transactions with related parties, not to a tax liability. A capital contribution at formation or a distribution to you as the member is already such a transaction. An LLC with no movement at all during the year is the rare exception, not the norm.

How large is the penalty really?

The Instructions for Form 5472 state 25,000 US dollars for a return not filed when due, per reporting corporation and year. The widely repeated figure of 10,000 US dollars is out of date.

Can I file electronically?

Not as a foreign-owned disregarded entity. The instructions expressly provide for fax or post to the Ogden, Utah address. Missing that turns punctual work into a return that was never filed.

Do I need an EIN for this?

Yes. Without an Employer Identification Number neither the pro forma Form 1120 nor the Form 5472 can be matched to the entity. The EIN is therefore not an optional step after formation but a precondition for the first filing.

This article is general information and does not constitute legal or tax advice. It describes the US filing duty according to the tax authority’s instructions as at the date below; individual cases can differ, particularly with multiple members or where the activity has a US nexus. If you are tax-resident in Germany, Austria or Switzerland you must declare foreign entities and income there. As at August 2026; subject to changes in the law.