When foreign founders set up a Wyoming single-member LLC, one of the first surprises they often run into is the IRS requirement to file Form 5472. Even more confusing, this filing requirement applies even if the company had no activity, no revenue, and no clients during the year.
Many entrepreneurs assume that a “dormant” LLC doesn’t have to file anything, but for foreign-owned LLCs, that assumption can quickly lead to $25,000 penalties from the IRS.
This article will walk you through why the rule exists, what “no activity” actually means in the eyes of the IRS, what transactions count as reportable even if you never sold anything, and how to make sure you’re filing correctly each year.
We’ll also cover common questions like how to know if your company is considered a single-member LLC, how the 5472 filing works in practice, and what happens if you only wired in money but didn’t run the business.
Why does the IRS require Form 5472 even for no-activity LLCs?
The IRS treats a foreign-owned single-member LLC differently than a U.S.-owned one. By default, a single-member LLC is a “disregarded entity,” which means the IRS doesn’t view it as separate from its owner for tax purposes.
However, because foreign-owned entities do not file U.S. personal tax returns (like a U.S. individual would with a Schedule C), the IRS needs a way to monitor cross-border transactions. That’s where Form 5472 comes in.
Form 5472 is not about profit or loss—it is about tracking transactions between the LLC and its foreign owner. Even if you had no sales, if you transferred money into the company, paid for software, or reimbursed yourself for expenses, those are considered reportable events.
What does “no activity” mean for a Wyoming LLC?
Many people assume “no activity” means no clients or no revenue. But in the IRS’s eyes, activity includes any financial transaction between the LLC and its owner. For example:
- Wiring money into your U.S. LLC bank account to keep it open.
- Paying for software, advertising, or subscriptions from the company’s bank account.
- Reimbursing yourself for startup costs.
Even if your LLC did not earn a single dollar of customer revenue, these transactions mean there was activity, and the IRS expects Form 5472 to be filed.
The only situation where a foreign-owned Wyoming LLC might not need to file is if the company was formed but never received an EIN, never opened a bank account, and never moved a single dollar through the company. In practice, most founders do at least one of these things, which means the filing is required.
How do you know if you really have a single-member LLC?
Because many foreign founders use formation companies, it’s common not to be completely sure what type of entity you actually have. Here are some ways to check:
- If you formed an LLC with one owner and did not elect to be taxed as a corporation, you almost certainly have a single-member LLC.
- Your IRS EIN confirmation letter is one of the best indicators. If you see your name followed by “Sole Mbr,” or the entity described as a “disregarded entity,” that means it’s a single-member LLC.
- If you had multiple owners listed when forming the LLC, you likely have a multi-member LLC, which instead files Form 1065. EIN letters for these often list the applicant’s name with “Mbr.”
- If you formed a corporation (like a Delaware or Wyoming C-Corp), then you are not filing 5472 with a pro forma 1120—you’re filing a full 1120 with 5472 attached.
Checking your EIN paperwork and formation documents will give you clarity on which path applies to you.
What exactly goes on Form 5472?
Form 5472 asks for basic company information (name, address, EIN, state of formation), details about the foreign owner (name, country, percentage of ownership), and a list of reportable transactions. For a “no activity” Wyoming LLC, many founders are surprised to learn that wiring in even a small amount of money to open a bank account counts as a reportable transaction.
Examples of what might appear on the form for a dormant LLC include:
- Owner contributions (wiring in money).
- Payment of formation or annual state fees by the owner.
- Any reimbursements between the company and the owner.
Even if your company had no customers, these small actions mean the IRS still requires the form.
How does the filing process actually work?
Form 5472 is not filed alone—it must be attached to a tax return. For single-member LLCs, that means filing it with a pro forma Form 1120. This is a simplified corporate return that serves as the official cover document for Form 5472, making it possible to submit the required information properly to the IRS.
For corporations, Form 5472 is filed with the full corporate return, Form 1120.
Most foreign founders don’t have the ability to e-file directly with the IRS. That’s one reason companies like Bookmate exist—we handle the preparation and submission, often electronically, so you don’t have to mail paperwork from abroad. Filing from within the U.S. also reduces the risk of delays or lost mail.
When is Form 5472 due?
For calendar-year companies, Form 5472 is due by April 15 of the following year, the same deadline as corporate returns. If you need more time, you can file Form 7004 to extend the deadline to October 15.
One critical point: the IRS uses the postmark date of when your return was sent, not when it was received. That means if you are mailing it from outside the U.S., international postage delays can create risks. Working with a U.S.-based firm like Bookmate helps ensure the return is filed properly and on time.
What are the penalties for not filing?
The penalty for failing to file Form 5472 is $25,000 per year, per entity. If you continue to ignore IRS notices, the penalties can keep stacking, with additional $25,000 charges added for each month the return is not filed after notice. This applies even if your Wyoming LLC had no revenue, no profit, and no clients.
Common questions foreign founders ask
Do I need to file if I never opened a U.S. bank account? If your Wyoming LLC has an EIN but truly never conducted any transaction—not even formation payments—it may not have to file. But as soon as money moves, Form 5472 is required.
What if I only wired in money but didn’t run the business? That still counts. The IRS considers capital contributions to be reportable transactions.
Does Wyoming’s privacy or simplicity mean I don’t need to file? No. Wyoming LLCs are popular for their privacy and low annual fees, but federal tax filings are entirely separate. The IRS still requires Form 5472.
Can Bookmate help with past filings if I already missed them? Bookmate generally does not prepare past years’ filings, but we can guide you on how to handle catching up so you can get back in compliance.
Example: A Wyoming LLC with no clients
A founder in Spain forms a Wyoming single-member LLC to prepare for a future e-commerce project. In the first year, no website is launched, no sales occur, and no clients are signed. However, the founder wires $2,000 into the U.S. bank account to keep it active and pay annual state fees.
From the founder’s perspective, the company had “no activity.” But in the IRS’s eyes, that $2,000 contribution is a reportable transaction. This LLC must file Form 5472 with a pro forma 1120 to stay compliant.
How Bookmate helps Wyoming LLC owners
Bookmate specializes in helping foreign-owned businesses stay compliant with U.S. tax requirements. For Wyoming single-member LLCs, we:
- Prepare Form 5472 and the pro forma 1120.
- Submit filings from within the U.S. so the IRS accepts them on time.
- Answer questions about what counts as a reportable transaction.
- Guide clients on how to approach past filings if needed.
We don’t apply for EINs or ITINs ourselves, but we can recommend formation companies for EIN support and partner with theitin.com for ITIN applications. Our focus is federal IRS compliance.
Final thoughts
Form 5472 filing is one of the most misunderstood requirements for foreign founders. If you formed a Wyoming single-member LLC, the IRS expects you to file—even if the company never earned a dollar. Activity doesn’t just mean sales; it includes owner contributions, reimbursements, and payments made through the company.
Missing the filing can result in $25,000 penalties, which is far more costly than simply filing on time.
At Bookmate, we help foreign founders take care of this requirement so they can focus on growing their business instead of worrying about confusing IRS paperwork.
Learn more at trybookmate.co or book a consultation today.
