If you live outside the US and own a single-member US LLC that sells on Amazon.com or runs a US Shopify store, you almost certainly have to file Form 5472 every year, attached to a pro forma Form 1120, even if the LLC owes no US income tax. The filing is triggered by money moving between you and your LLC, such as the wire you send to pay for inventory or the profit you pull out. Your sales volume has nothing to do with it.
The full name is the Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business, and it collects the information required under sections 6038A and 6038C of the tax code. It calculates zero tax. Missing it still carries a $25,000 penalty per form, per year.
The pattern is familiar among overseas sellers: a Wyoming or Delaware LLC formed in an afternoon, an EIN, a Seller Central account, and nobody mentioning that a federal information return is now due every April. Most of the work is sorting which transfers count and keeping proof of them.
Who Must File Form 5472
Two kinds of businesses file: US corporations that are at least 25% foreign owned, and foreign corporations doing business in the US. Since 2017, foreign-owned single-member LLCs have been pulled into the first group, which is why so many overseas Amazon and Shopify sellers now have a filing duty. In every case, the form is required only for a year in which the business had a reportable transaction with a related party.
Reporting corporations and 25% foreign ownership
A US corporation is 25% foreign owned if at least one foreign person owns, directly or indirectly, at least 25% of its voting power or 25% of its total stock value at any time during the tax year. “At any time” carries weight here. If a foreign investor held 30% for only two months, the test is met for that year.
A foreign person includes an individual who is not a US citizen or resident, a company formed outside the US, and certain foreign trusts and estates.
Foreign-owned single-member LLCs
A single-member LLC owned by one foreign person is a foreign-owned U.S. disregarded entity (DE). Normally a single-member LLC files no federal return of its own. For tax years beginning on or after January 1, 2017, the IRS treats a foreign-owned DE as a corporation for the limited purpose of Form 5472 reporting.
That means your LLC files whenever it has a reportable transaction with you or another related party, and for most sellers that happens in the first month. Paying the state formation fee yourself, or wiring money into the LLC bank account for a first inventory order, is enough. If you have a business partner, the LLC is a multi-member LLC that files a partnership return instead, which brings different rules.
Related parties go wider than the owner
Indirect ownership counts toward the 25% test. The IRS applies the constructive ownership rules of section 318 (with some changes), so stock held by your foreign holding company or by close family can be treated as yours.
A related party includes any direct or indirect 25% foreign shareholder, people related to the reporting corporation or to that shareholder (such as family members and companies under common control), and anyone related under the section 482 transfer pricing rules. You file one Form 5472 for each related party you had reportable transactions with. A seller who buys from their own factory abroad and also pays a relative’s ad agency may need two forms.
Reportable Transactions for Amazon and Shopify Sellers
Money between your LLC and you (or another related party) goes on the form. Money from customers and payments to unrelated vendors stays off. Owner funding, profit withdrawals, loans and purchases from a company you control are where most sellers trip up.
Owner contributions, distributions and formation costs
Capital contributions are any money or value you put into the LLC. That includes the wire for your first inventory order, a top-up to cover a PPC bill, and business costs you paid on a personal card, such as software subscriptions, a Shopify theme or product photography. The money never touched the LLC bank account, yet the IRS still treats it as a contribution.
Distributions are transfers from the LLC to you. What you call them does not matter. Profit, salary and “moving my own money” are all the same for this purpose, so $30,000 of FBA profit sent to your personal account abroad belongs on the form.
For foreign-owned DEs, amounts paid or received in connection with the formation, dissolution, acquisition and disposition of the entity are expressly reportable. State filing fees and registered agent charges you paid yourself count.
Related-party inventory, loans and service fees
Buying inventory from an unrelated factory is ordinary business and stays off the form. Buying from a company you own, or one owned by your parent, sibling or spouse, is a related-party purchase reported in Part IV.
This matters most for two-company setups, where a sourcing company at home sells to a US LLC that lists on Amazon. These purchases can put six figures on the form, and the IRS uses that data to test whether prices are at arm’s length.
Loans in either direction are reportable, along with the interest. So are service fees, such as a “fulfillment fee” paid to your home company or an agency you own that runs the store’s ads. All amounts are stated in US dollars, with a schedule showing the exchange rates you used.
Worked example: owner funding versus marketplace payouts
Priya lives in the UK and owns 100% of a Wyoming LLC selling on Amazon. During 2026 she wires $15,000 into the LLC for inventory. She also pays the $100 state formation fee and a $300 registered agent bill from her UK card. Amazon sends $220,000 in disbursements to the LLC account, and the LLC pays $90,000 to an unrelated supplier in China. In December she moves $40,000 of profit to her personal account.
Only her own transfers touch Form 5472: $15,400 of contributions (the $15,000 wire plus the $400 she paid personally) and a $40,000 distribution. The $220,000 of Amazon payouts and the $90,000 supplier bill never appear, because neither Amazon nor the supplier is related to her.
She reports contributions and distributions separately and never nets them into a single $24,600 figure. Clean FBA bookkeeping that tags owner transfers as they happen turns this from a forensic exercise into a five-minute report.
Preparing and Filing the Return
For a foreign-owned single-member LLC, filing means a completed Form 5472 attached behind a pro forma Form 1120, sent to the IRS by fax or mail by the Form 1120 due date. You need an EIN, a clean list of owner transactions and the right cover return.
What to gather before you start
Start with the entity details: the LLC’s legal name, EIN, US address, state and date of formation, principal business activity code and total assets at year end. Then the owner details: your full legal name, address, country of citizenship, country of residence, ownership percentage and any US or foreign tax ID number.
Next, build the transaction record. Pull LLC bank statements, your personal statements showing transfers in or out, and card statements for any business costs you paid personally. Total each category for the year and keep invoices and loan notes behind each figure. The IRS can apply the same $25,000 penalty for failing to keep books that support the form, so every number should trace back to a document.
EIN, ITIN and reference ID numbers
Your LLC needs an employer identification number (EIN) before it can file. Foreign owners without a Social Security number or ITIN cannot use the online application, but they can apply on Form SS-4 by fax or mail, and international applicants can also apply by phone.
You do not need an ITIN to file Form 5472. If you have no US taxpayer ID, you give your foreign tax ID if you have one. When a related party has no US identifying number, the instructions allow a reference ID number: an alphanumeric code of up to 50 characters that you assign and must keep using for that party on every future filing.
The cover return
A US corporation that is 25% foreign owned attaches Form 5472 to its regular Form 1120. A foreign corporation doing business in the US attaches it to Form 1120-F.
A foreign-owned single-member LLC files a pro forma Form 1120. You fill in only the header (name, address, EIN, formation date and business code) and write “Foreign-owned U.S. DE” across the top. The pro forma return does not settle whether you owe US income tax on your profits, which is a separate question covered in our guide to US tax compliance for international sellers.
Deadlines, extensions and how to send it
Form 5472 is due with the cover return, including extensions. For a calendar-year LLC filing a pro forma 1120, that is April 15. Form 7004 extends the deadline six months, to October 15, if you file it by the original due date, and for a pro forma filer the extension costs nothing because there is no tax to pay.
The package cannot be e-filed. The IRS instructions for Form 5472 say a foreign-owned U.S. DE must fax it or mail it to a dedicated address in Ogden, Utah, and not to the regular Form 1120 address. Keep the fax confirmation or mailing receipt with a copy of the exact package you sent.
The $25,000 Penalty and How It Grows
The IRS assesses $25,000 for each Form 5472 that is not filed on time and in the required manner, and the same penalty applies to a substantially incomplete form or missing records. If the failure continues more than 90 days after the IRS notifies you, another $25,000 is added for each 30-day period (or part of one), with no cap.
Years stack quickly. An LLC formed in 2022 that never filed for 2022 through 2025 faces $100,000 of initial exposure, before any continuation penalties. A form missing owner details, a related party or whole categories of transactions is treated like a missing one.
Common filing mistakes
The biggest is assuming “no profit, no filing.” A store that lost money on ads still had owner funding, and that funding triggers the form.
Another is thinking a state sales tax registration covers you. Sales tax is a state system, and Form 5472 is federal.
Sellers also leave out personal-card expenses, net contributions against distributions, or forget the related-party supplier back home. Some send Form 5472 without the pro forma 1120 cover, or mail it to the standard Form 1120 address where it can sit unprocessed.
If you have an EIN, an Amazon account and no record of ever sending this form, an ecommerce CPA can map your missed years and tell you what a catch-up filing would involve before any notice arrives.
Responding to a notice and asking for relief
If you get a penalty notice, do not ignore it. File any missing forms quickly, because the 90-day clock is what stops continuation penalties from building.
The IRS can remove the penalty if you show reasonable cause: you used ordinary business care, and the failure was not due to willful neglect. Strong facts include a clean history, reliance on a professional who missed the issue and fast action once you learned of the rule. The written statement should explain what happened, when you found out and what you did to fix it.
If the IRS has not contacted you yet, the Delinquent International Information Return Submission Procedures let you file late forms with a reasonable-cause statement attached. Penalties can still be assessed under that route, so each form needs to be complete and the statement needs to be specific.
Keep a Transfer Log All Year
The easiest Form 5472 is the one you track as you go. Keep a simple log of every transfer between you and your LLC with the date, amount, currency and purpose, and pay business costs from the LLC card so personal-card contributions stay rare. Flag any supplier or service provider you or your family own, and keep invoices showing the price was fair. A note in your calendar for the April 15 due date, or a Form 7004 filed before it, does the rest.
Nothing here replaces advice on your own facts, since ownership chains and related-party setups vary widely.
Frequently Asked Questions
Does filing Form 5472 mean my LLC owes US income tax?
No. The form and the pro forma 1120 only report transactions. Whether you owe US income tax depends on whether your activity counts as a US trade or business with effectively connected income, and on any tax treaty between the US and your country. That question needs its own analysis, and the answer can change if you add US staff, an office or a US-based agent.
I missed several years. Do I file one form or several?
Each tax year is a separate filing. You prepare a pro forma Form 1120 and a Form 5472 for every missed year that had a reportable transaction, using the form version for that year, and send each package as its own submission with a reasonable-cause statement.
What happens to Form 5472 when I close my LLC?
The year you dissolve the LLC usually needs a final pro forma 1120 and Form 5472. Dissolution payments, including any final distribution of cash or inventory to you, are reportable for a foreign-owned DE. Once the final return is filed, you can write to the IRS to close the LLC’s EIN account.
Where can I get the official Form 5472 and instructions?
Both are on IRS.gov. The current instructions are the December 2024 revision. Use the form version for the tax year you are filing, and check the page for updates before you send anything.
What is the difference between Form 5472 and Form 5471?
Form 5472 is filed by a US business with foreign ownership, or a foreign company doing business in the US. Form 5471 runs the other way: US persons file it to report interests in foreign corporations. A US citizen who owns a UK company files Form 5471, while a UK seller with a US LLC files Form 5472.
File Your Form 5472 With Confidence
A missed or incomplete Form 5472 can cost an overseas Amazon or Shopify seller $25,000 per year even when the LLC owes no US tax. AMZ Accountant’s licensed CPAs support international sellers setting up in the US fully online, so we can help you separate owner transfers from marketplace payouts, catch up on missed years and send a complete package. Book a free 15-minute discovery call to talk it through, with no obligation.