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Wyoming LLC for Non-Residents: What You Actually Have to File Each Year

Wyoming has no state income tax — but a foreign-owned Wyoming LLC still owes an annual report and, in almost every case, IRS Form 5472 with a $25,000 penalty attached. Here's the full annual obligation.

August 15, 202611 min read

Form5472 Prep

Reviewed filing guidance for foreign-owned LLCs

Wyoming LLC state paperwork arranged beside a federal Form 5472 filing folder

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A foreign-owned Wyoming LLC files two things each year: the Wyoming annual report with its license tax — the greater of $60 or $0.0002 per dollar of Wyoming assets, due by the first day of the LLC's anniversary month — and IRS Form 5472 attached to a pro forma Form 1120, faxed to the IRS Ogden PIN Unit. Wyoming charges no state income tax, but the federal Form 5472 penalty is $25,000 per year.

Wyoming is the most popular US formation state for non-residents, and for good reasons: no state income tax, no state franchise tax on income, low fees, strong charging-order protection, and no requirement to name members publicly. Those advantages are real.

What is often left out of the pitch is that the federal information-reporting obligation is entirely unaffected by the choice of state. A Wyoming LLC owned by a non-US person has exactly the same Form 5472 requirement as a Delaware, Florida or New Mexico one — and the $25,000 penalty for missing it dwarfs everything Wyoming saves you.

If you already know Form 5472 is your gap, we prepare and fax the complete package from $149.

What does a foreign-owned Wyoming LLC owe each year?

ObligationAmountDeadlineWho to
Wyoming annual report + license taxGreater of $60 or $0.0002 per $1 of Wyoming assetsFirst day of the anniversary monthWyoming Secretary of State
Registered agentTypically $50-$200Per your agent's contractYour registered agent
IRS Form 5472 + pro forma 1120No IRS fee; preparation from $14915 April (15 October if extended)IRS Ogden PIN Unit, by fax or mail
Wyoming state income taxNone
FinCEN BOI reportNot required for US-formed LLCs since March 2025
US federal income tax returnOnly if you have US-source or effectively connected incomeVariesIRS

Two rows do the work: the state annual report, which is cheap and easy to remember because Wyoming emails a reminder, and Form 5472, which is neither.

What is the Wyoming annual report and license tax?

Every LLC registered in Wyoming — domestic or foreign-registered, US-owned or not — must file an annual report with the Secretary of State and pay the annual license tax.

The amount is the greater of $60 or $0.0002 per dollar of assets located and employed in Wyoming. Because the calculation counts only assets located in Wyoming, an LLC whose only Wyoming presence is a registered agent address pays the $60 minimum. The formula does not start producing more than $60 until Wyoming-situs assets exceed $300,000, which almost never applies to an online business run from abroad.

The deadline is the first day of the LLC's anniversary month — the month it was originally organized — every year. An LLC formed on 15 May is due 1 May each following year.

If you miss it, Wyoming will eventually administratively dissolve the LLC. A dissolved entity loses good standing, which typically breaks its bank account and payment processing, and reinstatement costs more than the report would have. Note that dissolution does not end your federal filing history: Form 5472 remains due for every year the entity existed and had reportable transactions.

Fees change. Confirm the current amount on the Wyoming Secretary of State's own site before you file rather than relying on any third-party summary, including this one.

Does a Wyoming LLC pay state income tax?

No. Wyoming imposes no personal income tax and no corporate income tax. That is the single largest reason non-residents choose it over Delaware or California.

Two qualifications worth understanding, because "no state income tax" is often oversold:

Your formation state is not automatically your tax state. State income tax generally follows nexus — employees, offices, property or substantial activity in a state — not the certificate of organization. A Wyoming LLC with an employee in California may owe California filings. For a business run entirely from abroad with no US personnel or premises, no state has a claim, and Wyoming's zero rate is not doing the work you think it is: you would owe no state income tax from a New Mexico LLC either.

No state income tax says nothing about federal obligations. Wyoming's tax code has no effect on IRC § 6038A. The Form 5472 requirement and its $25,000 penalty apply identically in all fifty states.

Do I have to file Form 5472 for a Wyoming LLC?

Yes, if the LLC is a disregarded entity wholly owned by a non-US person and it had at least one reportable transaction during the tax year.

Under Treasury Regulation § 1.6038A-1, for tax years beginning on or after 1 January 2017 a foreign-owned US disregarded entity is treated as a corporation separate from its owner, solely for the purposes of the § 6038A reporting rules. State of formation is irrelevant to that rule.

Reportable transactions are movements of money, property or services between the LLC and you (or another foreign related party): capital contributions in, distributions out, loans either direction, payments for goods or services. Revenue from customers is not reportable — a Stripe payout from a customer does not go on the form; a transfer from that balance to your personal account does.

The practical result for a typical Wyoming LLC: you wired money from your personal account to open the LLC's US business bank account. That is a reportable capital contribution, and it means Form 5472 is due for that year — even if the LLC never earned a cent afterwards. The formation year is the year most often missed. See Form 5472 for a dormant LLC with no income.

The penalty is $25,000 per form, per year under IRC § 6038A(d). The IRS Instructions for Form 5472 also state that a substantially incomplete return counts as a failure to file, and that continued failure more than 90 days after IRS notification adds a further $25,000.

Does a Wyoming LLC still have to file a BOI report?

No. FinCEN's interim final rule of 26 March 2025 redefined "reporting company" to cover only entities formed under the law of a foreign country that have registered to do business in a US state. Every entity created in the United States — including a Wyoming LLC with a foreign owner — is exempt from beneficial ownership reporting and is not required to update or correct any BOI previously reported. The scope is set out in the Federal Register notice and on FinCEN's BOI page.

If a Wyoming formation agent is still billing you an annual BOI filing fee for a US-formed LLC, that filing is not required. Because BOI has shifted repeatedly through litigation and rulemaking since 2024, check FinCEN's own page before acting.

Why Wyoming LLC owners miss Form 5472 more than most

This is a pattern worth naming, because it explains a large share of the penalty notices in this market.

Wyoming is sold as the low-maintenance state. The pitch is accurate about Wyoming and silent about the IRS. A typical formation package includes state filing, registered agent, an EIN, sometimes a bank introduction — and an annual renewal that covers the state annual report. Nothing in that package covers Form 5472, and nothing in it says a federal filing exists.

So the owner receives a genuine annual reminder every year, files the state report, pays the $60, and reasonably concludes they are compliant. The federal obligation is invisible until a notice arrives.

Three things follow from that:

  1. "My formation agent handles my annual filings" is not the same as being compliant. Check what the renewal actually covers — it is usually the state report and registered agent only.
  2. The formation year is the highest-risk year. It has a reportable transaction (the initial funding) and it is the year owners are least likely to realise a federal filing exists.
  3. If you have had the LLC for several years, assume you may have missed some. Checking costs nothing; each unchecked year carries $25,000 of exposure.

If that describes you, catching up voluntarily — before the IRS makes contact — matters, because the delinquent procedures require that you are not already under examination or contact for those returns. Our late filing guide covers the catch-up procedure.

How the Form 5472 filing works

You cannot e-file it. The IRS instructions state that a foreign-owned US DE cannot file Form 5472 electronically, and no consumer tax software supports it.

  1. Complete the pro forma Form 1120 — the LLC's name, EIN, US address, formation date and year-end total assets — signed, with "Foreign-owned U.S. DE" written across the top of page 1.
  2. Complete Form 5472: Part I for the LLC (including the line 3 foreign-owned US DE box), Part II for you as the foreign owner with your foreign tax ID or reference ID, Part III for the related party, Part IV for listed monetary transactions, and Part V with an attached statement itemizing capital contributions and distributions.
  3. Fax to 855-887-7737 or mail to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201.
  4. Keep the timestamped fax receipt. The IRS sends no acknowledgement; the receipt is your only proof of filing.

The full walkthrough is in how to fill out Form 5472.

Getting the Wyoming LLC's federal filing done

The state side of a Wyoming LLC is genuinely easy — a $60 report you can file yourself in ten minutes. The federal side is the one with the $25,000 exposure, no e-file route, no software support, and a form written for multinationals.

Form5472 Prep prepares the complete package — Form 5472, the pro forma Form 1120, and the Part V supporting statement — has it reviewed by a qualified tax accountant, and faxes it to the IRS Ogden PIN Unit, returning the timestamped confirmation receipt. For missed years we include a reasonable cause cover letter.

$149 standard, ready in 5-7 business days. $199 express, ready in 3 business days. +$99 per additional past tax year. IRS fax delivery included. We are not a CPA firm and do not give tax advice; we prepare and submit the return accurately.

Start your filing — about 15 minutes.

Frequently asked questions

Does a Wyoming LLC owned by a non-resident pay US taxes?

The LLC itself pays no entity-level US income tax as a disregarded entity, and Wyoming charges no state income tax. The non-resident owner owes US federal income tax only on income effectively connected with a US trade or business or on US-source FDAP income. Form 5472 is required regardless. See does a foreign-owned LLC pay US tax.

How much is the Wyoming LLC annual report fee?

The license tax is the greater of $60 or $0.0002 per dollar of assets located and employed in Wyoming. Most foreign-owned LLCs with no Wyoming-situs assets pay the $60 minimum. It is due by the first day of the LLC's anniversary month.

Is Wyoming better than Delaware or New Mexico for a non-resident?

For a small online business, the differences are mostly cost and privacy, not tax. All three impose the identical federal Form 5472 obligation. New Mexico requires no annual report; Delaware charges a $300 annual franchise tax; Wyoming charges the $60 minimum license tax.

Do I need a BOI report for my Wyoming LLC?

No. Since FinCEN's 26 March 2025 interim final rule, all US-formed entities including foreign-owned Wyoming LLCs are exempt from beneficial ownership reporting. Only foreign-formed companies registered to do business in a US state remain reporting companies.

My formation agent files my annual report — am I covered for Form 5472?

Almost certainly not. Standard formation and renewal packages cover the state annual report and registered agent service. Form 5472 is a separate federal information return that most formation agents do not prepare. Check your service agreement.

Does a Wyoming LLC with no income still file Form 5472?

Yes, if any money moved between you and the LLC — including the transfer that funded the business bank account. Form 5472 reports transactions, not income, so a zero-revenue LLC is usually still required to file.


Wyoming's annual obligation is $60 and ten minutes. The federal one is the one that carries $25,000 of risk, and it applies to your LLC no matter which state issued the certificate.

File your Form 5472, or start with the full foreign-owned LLC filing checklist.

Form 5472Wyoming LlcForeign Owned LlcComplianceAnnual Report

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