US LLC Annual Compliance Checklist for Owners Abroad

A foreign-owned US LLC owes four things every year, and only one of them is negotiable. You file a state annual report and pay the state’s fee, you renew your registered agent, you file Form 5472 with a pro forma Form 1120 by April 15, and you keep books good enough to support that filing. Miss the state report for long enough and your LLC is administratively dissolved. Miss Form 5472 and the penalty starts at $25,000 — even if the company made nothing.

Bottom line

• Non-negotiable: state annual report and fee, registered agent, Form 5472 plus pro forma 1120.
• Most expensive mistake: assuming a company with no profit has nothing to file. It does.
• Cheapest insurance: two calendar reminders and a bookkeeping habit that takes an hour a month.

The annual calendar at a glance

Dates shift when a deadline falls on a weekend or holiday, and states change fees. Verify each one on the relevant Secretary of State page and with your CPA.

Step 1: your state annual report and fee

This is the filing that actually kills companies, because it is small, boring and easy to forget. Two or three missed years and the state administratively dissolves the LLC — at which point your bank account, your processor and your contracts are attached to an entity that no longer legally exists.

Note what is not in that table: New Mexico has no annual report at all, which is why it keeps appearing in our state comparison. And note Florida’s flat $400 late penalty, which is one of the harshest in the country.

Put the date in your calendar with a two-week warning, and put it there the day you form. Do not rely on a reminder email reaching an inbox you might abandon.

Step 2: renew the registered agent

Every state requires an LLC to maintain a registered agent with a physical in-state address. If that service lapses, the state can flag your company as out of compliance, and legal notices sent to a dead address are still legally served.

Renewals run roughly $100 to $200 a year. Around $125 is the low end for a good provider; around $199 is common at the bundled services. If you pay materially more for agent service alone, switching is a single state filing and you keep your LLC, EIN and bank account.

Check Northwest’s registered agent renewal pricing — and read what a registered agent actually does if you inherited yours without understanding the role.

Step 3: Form 5472 and the pro forma Form 1120

If your US LLC is a single-member LLC owned by a non-US person, it is treated as a disregarded entity for income tax purposes — but it still has an information reporting obligation. Each year it must file Form 5472 attached to a pro forma Form 1120, reporting the reportable transactions between the LLC and its foreign owner or other related parties.

Points that matter:

• It applies even with zero profit. Capital contributions and distributions are reportable transactions, so a dormant company with a $1,000 startup contribution has something to report.
• The penalty starts at $25,000 per year for failure to file or for filing an incomplete form, and it can increase if it stays unresolved after IRS notice.
• It cannot be e-filed as a standalone. The pro forma 1120 with Form 5472 attached goes by mail or fax to a specific IRS address. Confirm the current address with your preparer.
• The deadline is April 15 for a calendar-year LLC, with an extension to October 15 by filing Form 7004 on time.
• A multi-member LLC is different. It generally files Form 1065 with Schedules K-1 and K-2/K-3, and possibly Form 8805 for foreign partners. Different form, same seriousness.

This is the line item worth paying a professional for. The form is not long, but the penalty for getting it wrong dwarfs any preparation fee.

Get a quote from 1-800Accountant for the federal filings

Our tax guide for non-residents explains the separate question of whether you owe actual US income tax, which depends on whether you have US-sourced income and a US trade or business — not on where you formed the LLC.

Step 4: 1099s, W-8s and information reporting

Two directions to think about here: forms you issue, and forms you are asked for.

Forms you issue. If your LLC pays a US person or US business $600 or more during the year for services, you generally issue Form 1099-NEC by January 31, to the contractor and to the IRS. Collect a Form W-9 from every US contractor before you pay them, not in January when you need the data.

Payments to non-US contractors. You generally do not issue a 1099 to a foreign contractor performing services outside the United States. Instead you collect a Form W-8BEN (individual) or W-8BEN-E (entity) and keep it on file. If the payment is US-source income to a foreign person, withholding and Forms 1042 and 1042-S may apply — this is a genuinely technical area, and worth a professional’s five minutes rather than a guess.

Forms you are asked for. When a US customer or platform asks your LLC for a tax form, the answer depends on your structure. For a disregarded single-member LLC owned by a non-US person, the beneficial owner’s W-8BEN or W-8BEN-E is commonly correct rather than a W-9, with the LLC named as the disregarded entity. Payers get this wrong constantly. Confirm it with your CPA once, then reuse it.

Step 5: sales tax nexus, in one section

Sales tax is a state-level problem and it is separate from everything above. Two concepts cover most cases.

Economic nexus. Since the Supreme Court’s Wayfair decision, a state can require you to collect sales tax on volume alone, with no physical presence. Thresholds vary — $100,000 of annual sales into the state is most common, some states use $500,000, a few add transaction counts. Track it per state.

Physical nexus. Inventory stored in a state, an office, or staff working there creates nexus regardless of revenue. Marketplace inventory is the classic trap for sellers.

Three practical notes. Marketplace facilitator laws mean Amazon, Etsy and similar platforms usually collect and remit on sales made through them, which removes most of the problem for marketplace-only sellers. Software and digital services are taxable in some states and not others, so a SaaS business cannot assume it is exempt. And most small B2B service businesses never cross a threshold at all.

If you sell physical goods at volume into the US, get a nexus review once, early. Otherwise note the concept and revisit it when revenue grows.

Step 6: bookkeeping that survives a question

Everything above depends on records. The minimum:

• Separate accounts. Business money in the business account only. Commingling undermines the liability protection you formed the LLC for, and it makes the 5472 reportable transactions impossible to reconstruct. Start with our banking guide.
• USD bookkeeping, with a consistent conversion approach for foreign-currency transactions.
• Track owner movements separately. Every capital contribution and distribution to yourself is a reportable transaction on Form 5472. Tag them as they happen.
• Keep documents for years, not months. Contracts, invoices, bank statements, W-9s and W-8s. The assessment window on these filings is long.
• Reconcile monthly. An hour a month is cheaper than a weekend in April.

If you want the bookkeeping, the state report and the federal filing handled as one subscription rather than three vendors, that is the case for a non-resident-focused provider — see the doola review for what the compliance tiers include, or compare their plans. If you already have clean books and only need the returns filed, an accountant on a fixed fee is usually cheaper.

Beneficial ownership reporting, briefly

FinCEN’s beneficial ownership information (BOI) rules caused a great deal of noise. The current position is that entities formed in the United States are exempt from the reporting requirement, while companies formed outside the US that register to do business in a US state are still within scope.

For most readers here — a non-resident who formed a US LLC in Wyoming or New Mexico — that means no BOI filing is currently required. This rule has shifted more than once through litigation and rulemaking, so check FinCEN’s own guidance rather than a blog post before concluding you have nothing to file.

Five reminders to set today

Your state annual report date minus 14 days. Your agent renewal minus 30 days, so you can switch if the price jumped. March 15, to get documents to your CPA. April 15, for Form 5472 or the Form 7004 extension. January 15, to collect W-9s before the January 31 1099 deadline.

That is the whole job for a simple single-member LLC, profitable or not. Everything else is a consequence of growth: employees, inventory, multiple states, real sales tax exposure.

FAQ

Do I have to file anything if my LLC made no money?

Yes. The state annual report is due regardless, and Form 5472 with a pro forma 1120 is generally due even with zero revenue, because capital contributions and distributions are reportable. A dormant LLC is not a no-filing LLC.

What happens if I have missed Form 5472 for past years?

Do not just start filing going forward and hope. The penalty regime is severe, but reasonable-cause relief and correction paths exist. Take this to a CPA who handles foreign-owned entities first.

Can I do all of this myself?

The state annual report, yes — it is a short online form. The 1099s, usually. Form 5472 with a pro forma 1120, technically yes, but the penalty for an incomplete form is $25,000, which makes professional fees the cheaper choice.

Does my formation state change any of this?

It changes the state layer only — the report, its deadline and its fee. The federal obligations are identical whether you formed in Wyoming, New Mexico, Delaware or Florida. Compare the state layer in our state selection guide.

The call

The annual burden on a foreign-owned US LLC is small but unforgiving: two state-level items you can handle yourself, one federal filing you should pay for, and bookkeeping that makes the federal filing possible.

Keep the agent renewal cheap and boring — a low, stable renewal beats a bundle you forget you bought. Then decide whether you want an accountant for the returns or one provider for the whole stack.

This is general information, not legal or tax advice. Confirm your own filings and deadlines with a CPA or attorney who works with foreign-owned US entities before you rely on any of it.