Guide
US LLC Compliance Checklist for Foreign Owners: What's Due Every Year
Quick answer
A foreign-owned U.S. LLC generally has three recurring obligations: federally, Form 5472 + a pro-forma Form 1120 each year; at the state level, an annual report and/or franchise fee; and upkeep of your EIN, registered agent, and address. As reviewed June 2026, BOI reporting does NOT apply to U.S.-formed LLCs, only foreign-formed entities registered in the U.S. report. (Confidence: HIGH.)
Your annual obligations at a glance
| Obligation | Who | When | Note |
|---|---|---|---|
| Form 5472 + pro-forma 1120 | Foreign-owned single-member LLC | April 15, extend with Form 7004 | Required even with no tax due. Penalty cited below |
| State annual report / franchise fee | Most states | Delaware June 1, Florida May 1, Wyoming anniversary month | State figures cited below |
| Registered agent | All states | Continuous | Must maintain one in the state of formation |
| EIN / address upkeep | All | As changes occur | Keep IRS + state records current |
| U.S. income tax (if ECI) | Depends on activities | With return | Facts-based. NEEDS EXPERT REVIEW |
Federal: Form 5472 + pro-forma 1120 (the big one)
This is the obligation foreign owners most often miss. It applies even with zero profit and zero U.S. tax. Failing to file Form 5472 when due and in the manner prescribed carries a $25,000 penalty.[1] See the dedicated Form 5472 guide for the full walkthrough.
State: annual report / franchise tax
Costs and deadlines depend on your state of formation. Each figure below carries the source it was read from and the date it was read.
- Wyoming. Wyoming charges an annual report license tax of $60 or two-tenths of one mill on the dollar of assets located in Wyoming, whichever is greater, due the first day of the anniversary month of formation.[2]
- Delaware. Every domestic and foreign Delaware LLC owes a flat $400 annual tax, due on or before June 1, and files no annual report.[3]
- Florida. The Florida LLC annual report fee is $138.75 when filed between January 1 and May 1; filing after May 1 adds a $400 late fee.[4]
- New Mexico. We could not verify New Mexico's annual-report position from the Secretary of State's own pages. Confirm it in the portal at enterprise.sos.nm.gov.
Confirm the current figure and deadline on the state's Secretary of State or Division of Corporations page for your filing year.
BOI: why U.S.-formed LLCs no longer report
Since FinCEN's interim final rule of March 26, 2025, U.S.-formed companies and U.S. persons are exempt from Beneficial Ownership Information reporting; only entities formed under foreign law and registered to do business in the U.S. are "reporting companies." HIGH, FinCEN If you formed your LLC in a U.S. state, do not file BOI on that basis, and ignore guides still using BOI as a scare tactic. Re-confirm current status before relying on it; this rule changed twice in 2024–2025.
EIN, registered agent, address
Keep your registered agent active in your formation state, keep your business address current with the IRS and state, and don't let your EIN records drift after changes in ownership or address.
What other guides get wrong
Two errors dominate: (1) telling foreign owners there's "nothing to do after forming", wrong, 5472 + state report are annual; and (2) reviving outdated BOI panic for U.S. LLCs, wrong since the 2025 rule. This page corrects both.
What this means for you
Put three dates on your calendar: your federal 5472/1120 deadline, your state annual report/fee, and your next compliance review. Confirm your U.S. tax position (ECI) once with a professional, and don't file BOI for a U.S.-formed LLC.
Frequently asked questions
Does a foreign-owned LLC have to file every year?
Generally yes. Form 5472 + pro-forma 1120 federally, plus a state report/fee. HIGH
Do I need to file BOI for my U.S. LLC?
As reviewed June 2026, no. U.S.-formed entities are exempt; only foreign-formed entities report. HIGH
How much does a U.S. LLC cost to maintain?
It depends on the state, plus registered agent and any CPA fees. Wyoming charges an annual report license tax of $60 or two-tenths of one mill on the dollar of assets located in Wyoming, whichever is greater, due the first day of the anniversary month of formation.[2] Every domestic and foreign Delaware LLC owes a flat $400 annual tax, due on or before June 1, and files no annual report.[3] The Florida LLC annual report fee is $138.75 when filed between January 1 and May 1; filing after May 1 adds a $400 late fee.[4]
Glossary
Form 5472 / pro-forma 1120: annual federal information filing for foreign-owned LLCs. Franchise tax / annual report, recurring state filing/fee. Registered agent, required in-state contact. BOI. FinCEN beneficial-ownership reporting (US-formed entities exempt since 2025). ECI. The U.S.-taxability test.
Sources used
- IRS, Instructions for Form 5472: irs.gov/instructions/i5472
- Delaware, 6 Del. C. § 18-1107(b) ($400 annual LLC tax): delcode.delaware.gov/title6/c018/sc11; Division of Corporations, LLC/LP/GP Franchise Tax Instructions (due June 1): corp.delaware.gov/alt-entitytaxinstructions; Wyoming SoS: sos.wyo.gov ($60 license tax); New Mexico SoS (no annual report); Florida Sunbiz: dos.fl.gov/sunbiz ($138.75, due May 1)
- FinCEN, Beneficial Ownership Information + Interim Final Rule: fincen.gov/boi; Fed. Reg. 2025-05199
Sources
- [1]Internal Revenue Service, Instructions for Form 5472 (12/2024) — A penalty of $25,000 will be assessed on any reporting corporation that fails to file Form 5472 when due and in the manner prescribed. (retrieved )
- [2]Wyoming Secretary of State, Annual Report and License Tax Rules — The annual report license tax is $60 or two-tenths of one mill on the dollar ($.0002) whichever is greater, based on the company's assets located and employed in the state of Wyoming. (retrieved )
- [3]State of Delaware, Delaware Code, 6 Del. C. § 18-1107(b) — Every domestic limited liability company and every foreign limited liability company registered to do business in the State of Delaware shall pay an annual tax, for the use of the State of Delaware, in the amount of $400. (retrieved )
- [4]Florida Department of State, Division of Corporations, File Annual Report — The fee to file a limited liability company annual report is $138.75 if filed between January 1st and May 1st. After May 1st the limited liability company will be subject to a $400 late fee. (retrieved )
Related
- The U.S. LLC for Non-U.S. FoundersStart here — the complete overview
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Fees and BOI status change. Verify against the official source for your filing year.
Last updated: September 1, 2026.
Next step
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