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Forming a US LLC from abroad: state fees and IRS Form 5472
Updated 17 Oct 2026 · LLCTally
Facts checked on
The state fees of an LLC are the same on this site whoever owns it: the calculator adds them for each state. For an LLC wholly owned by one foreign person, the IRS names a federal filing that a single-member LLC owned by a US person does not have [139]. The IRS defines a foreign person as, among others, an individual who is not a citizen or resident of the United States [139]. This page reports what the official sources say. It is not tax advice.
The federal filing the IRS names
The IRS instructions for Form 5472 cover a US disregarded entity wholly owned by one foreign person, which they call a foreign-owned US DE (disregarded entity) [139]. For the limited purposes of these reporting rules, they say, a foreign-owned US DE is treated as an entity separate from its owner and classified as a corporation [139].
- What to file: a foreign-owned US DE that had a reportable transaction with a related party files a pro forma Form 1120, the US corporation income tax return, with Form 5472 attached, by the due date of that Form 1120 including extensions [139].
- What to report: reportable transactions include amounts paid or received in connection with the formation, dissolution, acquisition and disposition of the entity, including contributions to and distributions from the entity [139].
- The penalty: the IRS assesses a penalty of 25,000 dollars on any reporting corporation that fails to file Form 5472 when due and in the manner prescribed, and a substantially incomplete Form 5472 counts as a failure to file [139]. If the failure continues for more than 90 days after notification by the IRS, an additional penalty of 25,000 dollars applies for each 30-day period, or part of one, that the failure continues, for each related party [139].
This page names the filing the IRS instructions describe for this case; it does not list every federal obligation of an LLC or of its owner.
Beneficial ownership reports
FinCEN’s page, updated on 11 August 2026, says that entities previously known as domestic reporting companies are exempt from beneficial ownership information reporting [140]. All entities created in the United States are now exempt [140].
The state side
State rules are separate from these federal ones: Texas, for example, requires an LLC to keep a registered agent and a registered office address in Texas [107]. A formation service can act as one for a yearly price; the prices are in registered agent prices.
Whether an LLC suits you, and what your own country taxes, depends on rules this site does not cover. Ask a tax professional who knows both countries.
Sources
- Texas Secretary of State: instructions for the certificate of formation of an LLC · Texas (sos.state.tx.us), retrieved 17 Oct 2026. Quote: «The filing fee for a certificate of formation for an LLC is $300.»; «An LLC is required to maintain a registered agent and a registered office address in Texas.»
- Instructions for Form 5472 (Rev. December 2024) · Internal Revenue Service (irs.gov), retrieved 17 Oct 2026. Quotes: «A foreign-owned U.S. DE is treated as an entity separate from its owner and classified as a corporation»; «required to file a pro forma Form 1120, U.S. Corporation Income Tax Return, with Form 5472 attached»; «A penalty of $25,000 will be assessed on any reporting corporation that fails to file Form 5472»; «amounts paid or received in connection with the formation, dissolution»
- Beneficial Ownership Information Reporting (updated 11 August 2026) · Financial Crimes Enforcement Network (fincen.gov), retrieved 17 Oct 2026. Quote: «FinCEN also exempts entities previously known as "domestic reporting companies" from BOI reporting requirements.»; «All entities created in the United States ... are now exempt»