Many foreign founders set up a Wyoming LLC and later wonder if they need to file U.S. taxes when the company had no income, no clients, and no activity. It’s a fair question—after all, why report to the IRS if there was nothing to report?
But the truth is, even if your Wyoming LLC made no money, you may still need to file. The answer depends on your entity type and ownership structure.
This guide explains why the IRS requires filings for “no activity” LLCs, how to know which rules apply to you, and which forms must be filed depending on your company’s setup.
We’ll also cover common questions foreign founders ask, real-world examples, and how Bookmate helps foreign-owned Wyoming LLCs stay compliant.
Why “no money” does not always mean “no filing”
The IRS cares less about whether your company earned income and more about whether it exists and who owns it. For U.S.-owned LLCs, individuals typically report business results directly on their personal tax returns.
But for foreign-owned LLCs, there is no U.S. personal return to attach those results to. That’s why the IRS created special reporting rules.
A foreign-owned single-member LLC is considered a “disregarded entity,” meaning the IRS does not treat it as separate from its owner for tax purposes.
But since the foreign owner does not file a U.S. tax return, the IRS requires a separate filing—the Form 5472 attached to a pro forma 1120—to capture any transactions between the company and its owner. That filing is required even if the company had no clients or revenue.
What counts as activity for the IRS
When founders hear “no activity,” they often think about sales or customers. But in the IRS’s eyes, activity includes any financial movement between the LLC and its owner. That means:
- Depositing money into the company’s bank account to keep it open.
- Paying state fees, software subscriptions, or other business expenses.
- Reimbursing yourself for startup costs.
Even if your company never sold a single product, these are reportable transactions. That’s why most foreign-owned LLCs still need to file Form 5472 each year.
The only time a filing may not be required is if the company never obtained an EIN, never opened a bank account, and never moved a single dollar. In practice, most founders do at least one of those things.
Filing requirements by entity type
Not every Wyoming LLC files the same forms. It depends on how your company is structured:
- Single-member LLC (foreign-owned): Must file Form 5472 with a pro forma Form 1120 every year. This applies even with no income.
- Multi-member LLC: Must file Form 1065 as a partnership return. This is required annually, regardless of activity. Each member receives a K-1, and for foreign-owned partnerships, additional forms K-2 and K-3 are often required.
- Corporation (C-Corp): Must file a full Form 1120 each year. If foreign shareholders own at least 25%, the corporation must also file Form 5472.
If you are unsure which category your LLC falls into, your EIN confirmation letter can help. If it shows “Sole Mbr” next to your name, you have a single-member LLC. If it shows “Mbr,” you have a multi-member LLC.
Deadlines you need to know
For most Wyoming LLCs, the filing deadline is April 15 of the following year. If you need more time, you can request an extension to October 15 by filing Form 7004. Missing the deadline carries steep penalties. For Form 5472, the penalty starts at $25,000 per year.
For Form 1065, the penalty is $220 per partner, per month, up to 12 months.
It’s also important to remember that the IRS uses the postmark date—the date the filing is mailed—as the filing date. If you’re mailing from abroad, international postage delays can put you at risk of late filing penalties.
That’s one reason many foreign founders use firms like Bookmate, which can file directly from the U.S.
Common questions from founders
Do I need to file if I had no bank account? If the LLC never had an EIN, never opened a bank account, and no money was moved, you may not need to file. But if you had an EIN and any financial activity, even small, the IRS likely expects a filing.
What if I only paid the Wyoming state annual fee? That payment is considered an owner contribution. It counts as a reportable transaction and requires Form 5472 if you are a single-member foreign-owned LLC.
Does “no income” protect me from penalties? No. The IRS penalties apply to missing information filings, not unpaid taxes. You can be penalized even if your business never earned a dollar.
What if I missed past filings? Bookmate generally does not prepare past years’ returns, but we can guide you on how to approach catching up.
Example: A Wyoming LLC with no revenue
A founder in Brazil sets up a Wyoming single-member LLC in 2024 to prepare for a consulting business. She opens a U.S. bank account and wires in $1,000 to cover expenses. T
he business never launches that year, and she earns no revenue. From her perspective, the LLC had “no activity.” But in the IRS’s eyes, the $1,000 contribution is a reportable transaction. She must file Form 5472 with a pro forma 1120 to avoid a $25,000 penalty.
Wyoming state obligations
Even if your Wyoming LLC had no reportable transactions, no revenue, and no expenses, you still need to keep up with Wyoming’s state requirements. Every Wyoming LLC must file an annual report and pay a franchise tax each year.
The fee is based on the value of your company’s assets located in Wyoming, with a minimum payment of $60. The annual report and payment are due by the first day of the anniversary month in which your LLC was formed.
For example, if your LLC was formed in June, the annual report is due every year by June 1. Even if you report zero assets in Wyoming, you still owe the $60 minimum fee.
Failing to file the report or pay the tax can cause your LLC to fall out of good standing with the Wyoming Secretary of State, which may eventually result in administrative dissolution. This state requirement is separate from federal IRS filings like Form 5472, but both are essential to keep your company compliant.
Why compliance matters
Some founders think that because Wyoming does not charge state income tax, they don’t need to file anything. While Wyoming may not require a state return, the IRS still requires federal filings. Ignoring this requirement can lead to penalties that cost far more than filing correctly.
Compliance also protects your ability to operate. Banks, payment processors, and investors often ask for proof that you are in good standing with the IRS. Missing filings can create complications when you try to grow your business.
How Bookmate helps
Bookmate specializes in U.S. federal tax filings for foreign-owned businesses. For Wyoming LLCs with no revenue, we:
- Prepare and file Form 5472 with the required pro forma 1120 for single-member LLCs.
- Prepare and file Form 1065 for multi-member LLCs, including K-1s, K-2s, and K-3s when required.
- File Form 1120 with 5472 attached for corporations with foreign shareholders.
- Ensure filings are submitted from within the U.S. to avoid mailing delays and penalties.
We do not apply for EINs ourselves, but we recommend trusted formation companies that can handle this step. Once your EIN is in place, we make sure your filings are complete, accurate, and penalty-free.
Final thoughts
If your Wyoming LLC made no money, you may still need to file taxes. For foreign-owned companies, the IRS focuses on ownership and transactions, not just revenue. A single deposit, fee payment, or reimbursement can trigger the filing requirement. Missing the filing can result in penalties far higher than the cost of compliance.
At Bookmate, we help foreign founders stay on top of these requirements so they can focus on building their businesses with peace of mind.
Learn more at trybookmate.co or book a consultation today.
