Form 5472 Filing for Dormant LLC Owners

The Form 5472 instructions excuse a foreign-owned disregarded entity from filing for a year with no reportable transactions of the types listed in Parts IV, V and VI. That exception is narrower than it sounds.

Reportable transactions include amounts paid or received in connection with forming or dissolving the LLC, and contributions to and distributions from it. A "dormant" LLC can still have one of these:

• State fees you paid personally. Paying the LLC's bill with your own money is a transfer to the LLC.
• Registered agent fees you paid personally. The same logic: you covered an LLC cost.
• Formation-year costs. Amounts paid to form the LLC are named in the regulation.
• Capital you put in, even a small opening deposit.
• Loans or reimbursements between you and the LLC.

The filing is short when little happened, but it is still the full package:

• the pro forma Form 1120 cover marked "Foreign-owned U.S. DE",
• Form 5472 with the owner's details and the transactions that did happen, such as a fee you paid for the LLC,
• a Part V supporting statement listing them, and
• the year-end total assets, which may be zero or close to it.

The questionnaire asks about each type of transaction in turn, so a fee paid personally is not missed. A qualified accountant reviews the package, you sign online, and we fax it to the IRS Ogden PIN Unit and send you the timestamped receipt.

• The LLC paid its fees from its own account. Payments from the LLC's account to unrelated vendors, such as the registered agent, are not reportable. If nothing else moved between you and the LLC, the year may have no reportable transaction.
• The LLC existed for part of the year. It still had a tax year, and formation payments in that year count.
• The LLC has no EIN yet. The forms need one. Our EIN service can obtain it.
• You plan to close it. The last year has its own due date and a final-return box; see the final Form 5472 for a dissolved LLC.

The free reportable transactions checker goes through each case with the regulation behind it.

Go through the year's records once before concluding that nothing happened:

• your own card and bank statements, for the state fee, registered agent or other LLC costs,
• the LLC's bank account, for any transfer in from you or out to you,
• loans or repayments between you and the LLC, and
• formation invoices, if the LLC was formed during the year.

If all of these are empty, the year may be excused. If any one shows a payment, plan on filing.

• Whether your year was truly empty. We work from your answers. If you are unsure, our filing checker leans toward filing; that is our cautious choice, not an IRS rule.
• That skipping a year is safe. Missing a required Form 5472 can cost $25,000 under IRC §6038A(d).
• Penalty relief for earlier years. If earlier years were missed, see the late Form 5472 filing service. Nobody can promise the IRS will waive penalties.
• Whether to keep or close the LLC. That is a planning question for a tax professional.

• Do it yourself. With few transactions the forms are short. You still need the pro forma 1120 cover, the right Part V entries, a signature, and a fax or mail submission.
• A formation provider's package. Check whether it includes the pro forma 1120 and the submission, not only Form 5472.
• Our service. The same flat price whatever the activity level, with accountant review and fax delivery included.

A dormant-year filing costs the same as any other year.

• Standard: $149, ready in 5-7 business days
• Express: $199, ready within 3 business days
• Each additional past year: +$99

See the pricing page.