The short answer
- A single-member LLC owned by a non-resident files Form 5472 with a pro forma Form 1120 if it had a reportable transaction during the year. Money paid in connection with forming, maintaining or closing the LLC counts.
- The penalty for not filing Form 5472 is $25,000. After 90 days from an IRS notice, a further $25,000 applies for each 30-day period the failure continues.
- A corporation files Form 1120 every year, whether or not it has taxable income.
- A multi-member LLC taxed as a partnership files Form 1065 unless it had no income and no expenses treated as deductions or credits.
Table of contents
Many non-resident owners believe that a company with no sales has nothing to report. The IRS rules say otherwise. What decides your filing obligation is the type of entity, how it is taxed and whether money moved between you and the company. Revenue is only one piece.
This guide covers the three most common structures and the penalties attached to each. For the full picture of federal and state taxes, see our guide to U.S. business taxes for non-resident owners.
Filing requirements by entity type
| Entity | Form | When it applies with zero revenue |
|---|---|---|
| Single-member LLC, non-resident owner | Form 5472 with a pro forma Form 1120 | If the LLC had a reportable transaction with its owner or another related party |
| Corporation (C-Corp) | Form 1120 | Every year, with or without taxable income |
| Multi-member LLC taxed as a partnership | Form 1065 | If the LLC had any income, or any expenses treated as deductions or credits |
Single-member LLC owned by a non-resident
For U.S. federal tax purposes, a single-member LLC is a disregarded entity. When its owner is a foreign person, the IRS treats it as a corporation for one limited purpose: reporting transactions with related parties on Form 5472. This rule applies to tax years beginning on or after January 1, 2017.
The LLC attaches Form 5472 to a pro forma Form 1120. On the Form 1120, only the name and address of the LLC and two items on the first page are required.
“But my LLC did nothing”
The obligation depends on reportable transactions, not on sales. According to the IRS instructions, 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 LLC.
In practice, ask yourself:
- Did you put money into the LLC, even to cover state fees or a registered agent?
- Did you pay any LLC expense from your personal account?
- Did you take money out of the LLC?
A “yes” to any of these usually means a Form 5472 filing for that year. The exact treatment of your transactions is a question for a tax professional.
The penalty
The penalty for failing to file Form 5472 is $25,000. A substantially incomplete form counts as a failure to file. If the failure continues for more than 90 days after an IRS notice, an additional $25,000 applies for each 30-day period, or part of one, that the failure continues.
Corporation
A corporation is a separate taxpayer. The IRS instructions state that domestic corporations must file an income tax return whether or not they have taxable income. A corporation with zero revenue still files Form 1120 every year it exists.
Multi-member LLC taxed as a partnership
The partnership rule is different. According to the Form 1065 instructions, a partnership does not have to file if it had no income and no expenses treated as deductions or credits during the year.
Keep in mind that small costs, such as state fees or a registered agent, may count as expenses. A partnership with truly no income and no expenses is rare. Check with a tax professional before deciding not to file.
State compliance is a separate obligation
Filing your annual report with the state keeps the company in good standing with the Secretary of State. It does not satisfy any IRS requirement. A company can be current with the state and behind with the IRS at the same time. See our guide to filing your annual report for the state side.
Example: two years at zero
A non-resident owner forms a Wyoming LLC. For two years there are no sales. Each year the owner pays the registered agent and the state fee from a personal account. In year three the owner decides to close the LLC.
Each yearly payment was a contribution to the LLC, which is a reportable transaction. The owner should have filed Form 5472 with a pro forma Form 1120 for both years. The missed filings expose the owner to $25,000 in penalties per form.
Relief options can exist for missed filings, but they require documentation and professional handling. Filing on time costs far less.
Closing the company
Dissolving the LLC with the state does not end federal obligations for the final year. Amounts paid or received in connection with the dissolution are reportable transactions for a foreign-owned LLC. A corporation marks its last Form 1120 as a final return. Our step-by-step guide to closing a business entity covers the full process.
Frequently asked questions
Does an inactive single-member LLC owned by a non-resident need to file?
It depends on transactions, not revenue. If money moved between you and the LLC during the year, including payments for state fees or a registered agent, the LLC files Form 5472 with a pro forma Form 1120.
What is the deadline for Form 5472?
Form 5472 is attached to the pro forma Form 1120 and is due by the due date of that Form 1120, including extensions. For a calendar-year LLC, the return is due April 15. An extension is available with Form 7004. All dates are in our calendar of IRS filing deadlines.
Does a corporation with no income need to file Form 1120?
Yes. A domestic corporation files Form 1120 every year, whether or not it has taxable income.
Does a partnership with no activity need to file Form 1065?
Not if it had no income and no expenses treated as deductions or credits. If it paid any expense, it files.
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Sources
First published February 18, 2026. This article is general information, not tax advice for your situation. U.S. tax return filing | Book a free call
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