01 — OverviewThe Compliance Calendar at a Glance
A US LLC owned by a non-resident has three layers of obligation: federal (IRS), state (Secretary of State and revenue agency), and federal beneficial-ownership reporting (FinCEN). Missing any of them carries real penalties — from $25,000 IRS fines to administrative dissolution of the LLC itself.
This table is your annual checklist. Every row is explained in detail in the sections that follow.
| Filing | Who Files | Frequency | Deadline | Penalty for Missing |
|---|---|---|---|---|
| Form 5472 + pro-forma 1120 | Foreign-owned SMLLC | Annual | April 15 (ext. Oct 15) | $25,000 per form |
| Form 1065 + K-1s / K-2s / K-3s | Multi-member LLC | Annual | March 15 (ext. Sep 15) | $220/partner/month |
| Form 1040-NR | Owner with ECI | Annual | April 15 (ext. Oct 15) | Failure-to-file penalty + interest |
| State annual report | LLC (state-dependent) | Annual | Varies by state | Loss of good standing; dissolution |
| State franchise tax | LLC (state-dependent) | Annual | Varies by state | $200 late fee (DE) / $50 (WY) + interest |
| Registered agent renewal | LLC | Annual | Varies by provider | Loss of good standing; missed service |
| BOI report (CTA) | See Section 05 | One-time (not annual) | Within 30 days of registration | Up to $500/day; criminal penalties |
| W-8BEN / W-8BEN-E | LLC / Owner | Every 3 years + changes | Upon request by payor | 30% backup withholding |
Even an LLC with zero revenue, zero customers, and zero transactions still has filing obligations. The IRS Form 5472 and your state annual report are due regardless of activity.
02 — FederalThe IRS Layer
Foreign-Owned Single-Member LLC
If you are a non-US person and the sole owner of a US LLC, the IRS treats your company as a disregarded entity. It does not file a regular corporate tax return. Instead, it must file Form 5472 (Information Return of a 25% Foreign-Owned U.S. Corporation) attached to a pro-forma Form 1120 every year — even if the LLC had zero income and zero transactions.
This is the single most-missed filing for non-residents. The penalty for failure to file starts at $25,000 per form per year, with an additional $25,000 for every 30-day period of continued non-compliance after the IRS sends a notice. There is no maximum cap.
Multi-Member LLC
An LLC with two or more members is taxed as a partnership by default. It files Form 1065 annually, along with Schedule K-1 for each member and Schedules K-2/K-3 for members who are foreign persons. The deadline is March 15 for calendar-year filers, with a six-month extension available via Form 7004. If you and a business partner share ownership, be aware of the associated company rules that catch multi-entity founders.
LLC Taxed as a Corporation
An LLC that elected C-corp taxation files Form 1120. An S-corp election (Form 2553) is not available to non-resident aliens — S-corp shareholders must be US citizens or residents, so this path is closed to you.
When You Also Need a Personal Return
If your LLC earns effectively connected income (ECI) — revenue tied to a US trade or business — you must file Form 1040-NR personally, in addition to the LLC-level filings above.
Your LLC needs an EIN (Employer Identification Number) — it identifies the business entity. You may also need a personal ITIN (Individual Taxpayer Identification Number) if you are required to file a US personal tax return (Form 1040-NR) or claim treaty benefits. The EIN comes first; you can apply for an ITIN later when the need arises.
03 — StateAnnual Reports and Franchise Tax
Your state obligations depend entirely on where your LLC is formed. Here are the three states non-residents use most:
If you register your LLC in California — or foreign-qualify it there — you owe an $800 minimum franchise tax every year, regardless of income. Most non-resident founders can avoid this entirely by choosing a different formation state.
What "Good Standing" Means
When your LLC is current on all state filings and fees, the state issues a Certificate of Good Standing. Losing this status has immediate operational consequences: banks like Mercury, Relay, and Airwallex may freeze or close your account, Stripe may suspend payouts, and you cannot obtain official state documents needed for contracts or licenses. Reinstatement is possible but costs more — and takes longer — than simply staying current.
04 — RenewalRegistered Agent
Every US LLC must maintain a registered agent — a person or company with a physical address in the state of formation that receives legal documents and government correspondence on the LLC's behalf. As a non-resident, you must use a commercial registered agent service.
The registered agent appointment renews annually. Letting it lapse is one of the fastest ways to lose good standing, miss a legal notice (including lawsuits and state compliance warnings), or trigger administrative dissolution. Corporatee's registered agent service is $99 per year.
05 — TransparencyBOI Report (Corporate Transparency Act)
The Corporate Transparency Act (CTA) originally required nearly all US-formed companies to file a Beneficial Ownership Information (BOI) report with FinCEN. That landscape changed significantly in 2025.
On March 26, 2025, FinCEN published an interim final rule that exempts all entities created in the United States from BOI reporting requirements. If your LLC was formed in Delaware, Wyoming, New Mexico, or any other US state, you are not required to file a BOI report under the current rule.
The BOI requirement now applies only to foreign-formed entities (companies formed under the laws of a foreign country) that have registered to do business in a US state. If you formed a company abroad and then registered it in a US state, you have 30 days from registration to file a BOI report.
Even for foreign-formed entities that are required to file, the BOI report is a one-time filing (with updates required only when ownership information changes) — it is not an annual obligation. FinCEN intends to finalize this rule in 2026. The legal and regulatory environment remains fluid, so check FinCEN's BOI page for the latest status before relying on this guidance.
06 — WithholdingW-8BEN-E and What Your Payors Need from You
Even if your LLC has no IRS filing due in a given year, your US payors will need tax documentation from you. Stripe, Amazon, Upwork, the Apple and Google app stores, and any US client paying your LLC will ask for a Form W-8BEN-E (for the entity) or a W-8BEN (for you personally as a disregarded entity owner).
These forms expire every three calendar years (on December 31 of the third year) and must be updated immediately after any "change in circumstances" — such as a new address, a change in treaty claim, or a change in entity classification. If a valid W-8 form is not on file, your payor is required to withhold 30% of all US-source payments and remit it to the IRS.
Getting this wrong is expensive and slow to fix. It is not unusual for founders to discover a 30% withholding on their first Stripe or Amazon payout because the W-8BEN-E was missing or incorrectly completed. For guidance on Stripe's onboarding for non-US entities, see our Stripe article.
07 — ConsequencesWhat Happens If You Miss Something
There is no grace period for most of these obligations. Here is what happens, in order of severity:
$25,000 Form 5472 penalty. The IRS assesses this per form, per year. If you own one LLC and miss three years, that is $75,000 before continuation penalties even start. The IRS does enforce this — automated notices go out, and the D.C. Circuit confirmed the IRS's authority to assess these penalties directly.
State administrative dissolution. In Wyoming, your LLC can be dissolved 60 days after a missed annual report. In Delaware, sustained non-payment of the $300 franchise tax eventually leads to voiding. Once dissolved, your LLC ceases to exist as a legal entity.
Loss of banking and payment-processor relationships. Mercury, Relay, Airwallex, and Stripe all verify your LLC's good standing periodically. A dissolved or delinquent LLC triggers account freezes, payout holds, or full account closure — sometimes with funds locked for weeks.
Personal tax exposure. If your LLC is dissolved or disregarded for state-law purposes, courts may treat LLC income as your personal income. This exposes you to individual tax liability, including in your home country.
Reinstatement cost. Reviving a dissolved LLC requires paying all back taxes, penalties, interest, and a reinstatement filing fee. In practice, reinstatement costs two to five times more than simply staying compliant from the start.
If you plan to apply for a US visa (B-1/B-2, E-2, O-1, or any other category), be aware that consular officers and USCIS adjudicators can and do ask about US tax history. An unresolved $25,000 IRS penalty is a red flag in any visa interview.
While a delinquent Form 5472 alone does not automatically disqualify you, it signals non-compliance with US law — which is the opposite of what any visa applicant wants to demonstrate. For investor visas like the E-2, the applicant's tax compliance history is reviewed directly. Clean up delinquent filings before you apply.
The bottom line: most of these consequences are avoidable for under $500 per year of compliance work.
08 — PracticalDoing It Yourself vs. Using a Service
Filing a Wyoming annual report or paying Delaware's $300 franchise tax is straightforward — ten minutes online. Form 5472 with a pro-forma 1120 is where things get dangerous. The form has nine parts, eight pages of instructions, and a $25,000 penalty for filing it incorrectly. A substantially incomplete filing counts as no filing at all.
This is not a form to learn on. A single mistake — reporting the wrong transaction type, omitting a non-monetary transfer, or leaving a required section blank instead of entering zero — triggers the same $25,000 penalty as not filing. The cost of fixing a mistake after the IRS sends a notice (professional fees, reasonable cause statements, penalty abatement requests) is several times more than the cost of having a professional prepare it correctly the first time.
Corporatee's Stay Active plan at $299 per year covers your registered agent, state annual report filing, and compliance reminders. It does not include Form 5472 preparation — that is a separate engagement, and you should budget for a US tax preparer (typically $300–$800 for a straightforward single-member LLC filing). That $300–$800 is insurance against a $25,000 penalty.
For comparison, LegalZoom charges $249 per year for registered agent service alone, without any compliance filings included. If you are still deciding between entity types, our comparison of the US LLC and the UK Ltd covers the trade-offs in detail.
09 — FAQFrequently Asked Questions
Need Help Keeping Your LLC in Good Standing?
Corporatee's Stay Active plan covers your registered agent, state annual report, and compliance reminders — so nothing falls through the cracks. For complex filings, multi-member structures, or missed prior-year returns, reach out directly.
