Updated July 2026

ITIN and Form 5472 for Foreign-Owned LLCs

Quick Answer

A foreign-owned single-member LLC always needs an EIN to file its annual Form 5472 with a pro forma Form 1120. It needs an ITIN only when you, the owner, have a personal US tax filing obligation. Form 5472 is due April 15 each year (extendable to October 15), and missing it carries a $25,000 penalty even if the LLC made no money.

Does a foreign-owned single-member LLC need an ITIN or EIN?

It needs an EIN in every case and an ITIN only in some. The two numbers do different jobs and are not interchangeable.

Number	Belongs to	Needed for	Required?
EIN	The LLC	Filing Form 5472 + 1120, opening a US bank account, hiring	Always
ITIN	You (the owner)	Filing a personal US return (Form 1040-NR) when the LLC has US-connected income	Only if you file personally

You can get an EIN without an SSN or ITIN by filing Form SS-4. See our EIN for non-residents guide and our overview of ITINs for LLC owners.

When must Form 5472 be filed?

Form 5472 is filed once a year, attached to a pro forma Form 1120, due by the 15th day of the 4th month after your LLC's tax year ends. For a calendar-year LLC, that means:

April 15, 2026: deadline for the 2025 tax year.
October 15, 2026: extended deadline if you file Form 7004 by April 15.
Mail or fax only: send the 5472 + pro forma 1120 to the IRS in Ogden, Utah. A foreign-owned disregarded LLC cannot e-file this package.

The filing is required even for a dormant LLC with zero income. If the LLC also owes US tax, see our ITIN tax return guide.

What is the penalty for missing Form 5472?

The penalty is $25,000 per form, per year for failing to file, filing late, or filing an incomplete Form 5472. The IRS raised this from $10,000 in 2018. If the failure continues after the IRS sends a notice, an additional $25,000 applies for each 30-day period. The penalty is automatic and applies even when the LLC had no income and owed no tax, because Form 5472 is an information return. This is the single most expensive mistake a foreign-owned LLC can make, and it is entirely avoidable by filing on time.

Can an offshore company own a US LLC?

Yes. A foreign corporation, offshore holding company, or non-US LLC can be the sole owner of a US LLC. When it is, the US LLC is a foreign-owned disregarded entity and carries the same Form 5472 obligation as an individual foreign owner. The 5472 reports reportable transactions between the LLC and its foreign parent: capital contributions, loans, distributions, sales, rent, royalties, and payments for services. Even funding the LLC from your own offshore account is a reportable transaction. The offshore parent itself does not need an ITIN, but the US LLC still needs an EIN to file.

What is the best state for a foreign-owned LLC?

Wyoming, New Mexico, and Delaware are the three states non-residents choose most often. There is no single best answer; the right choice depends on privacy, cost, and whether you plan to raise investment.

State	Best for	State income tax	Annual report
Wyoming	Privacy and low cost, all-round default	None	$60/year
New Mexico	Lowest ongoing cost, maximum privacy	None	Not required
Delaware	Raising venture capital, credibility	None on out-of-state income	$300/year franchise tax

Whichever state you pick, the federal Form 5472 obligation and the EIN requirement are identical. State choice affects filing fees and privacy, not your federal compliance.

Foreign-Owned LLC: Frequently Asked Questions

Does a foreign-owned single-member LLC need an ITIN or EIN?

A foreign-owned single-member LLC always needs an EIN and needs an ITIN only in some cases. The EIN belongs to the LLC and is required to file Form 5472 with a pro forma Form 1120 each year. An ITIN belongs to you, the owner, and is required only if you must personally file a US tax return, such as when the LLC has US-connected income. You can get an EIN without an SSN or ITIN via Form SS-4.

When must Form 5472 be filed?

Form 5472 is filed once a year with a pro forma Form 1120, due by the 15th day of the 4th month after the end of the LLC's tax year. For a calendar-year LLC that is April 15, 2026 for the 2025 tax year. You can extend the deadline to October 15 by filing Form 7004 on time. The package must be mailed or faxed to the IRS in Ogden, Utah; a foreign-owned disregarded LLC cannot e-file it.

What is the penalty for not filing Form 5472?

The penalty for failing to file Form 5472, or filing it late or incomplete, is $25,000 per form per year. The IRS raised it from $10,000 in 2018. Additional $25,000 penalties can apply if the failure continues after the IRS notifies you. The penalty applies even if the LLC had no income and no tax due, because 5472 is an information return, not a tax bill.

Can an offshore company own a US LLC?

Yes. A foreign corporation, offshore holding company, or non-US LLC can be the sole owner of a US LLC. The US LLC is then a foreign-owned disregarded entity and must file Form 5472 with a pro forma 1120 each year, reporting reportable transactions between the LLC and its foreign parent. The offshore parent does not need an ITIN, but the US LLC needs an EIN to file.

What is the best state for a foreign-owned LLC?

Wyoming, New Mexico, and Delaware are the most common choices for non-residents. Wyoming offers no state income tax, low annual fees, and strong privacy. New Mexico has no annual report requirement and the lowest ongoing cost. Delaware is preferred when you plan to raise venture capital or want established business-court credibility. None of these states charge state income tax on income that is not sourced to that state.

Do I need an ITIN to get an EIN for my LLC?

No. You do not need an ITIN or SSN to get an EIN. As a foreign owner you file Form SS-4 and write 'Foreign' on the line that asks for the responsible party's SSN or ITIN. The IRS issues the EIN by mail or fax, within 4 weeks for international applicants. You only pursue an ITIN separately if you have a personal US tax filing obligation.

Does a foreign-owned LLC pay US tax?

It depends on the income. A foreign-owned single-member LLC with no income effectively connected to a US trade or business, and no US-source income, owes no US federal income tax, but it still must file Form 5472. If the LLC has effectively connected income, the owner files a US return (Form 1040-NR) and pays tax, which is where an ITIN becomes necessary.

What are reportable transactions on Form 5472?

Reportable transactions include money moving between the LLC and its foreign owner or related parties: capital contributions, loans, distributions, sales, rent, royalties, interest, and payments for services. Even funding your own LLC from your personal foreign account counts as a reportable transaction. You must keep records supporting every amount reported on Form 5472.

Need an ITIN for your US tax return as a foreign LLC owner? Keep your passport and file correctly.

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