LLC compliance: Form 5472, BOI/FinCEN and the duties people overlook

The most dangerous sentence: “it just runs by itself”

An LLC is formed in days. That is exactly what tempts people to underestimate the ongoing duties. Some of them apply even when the LLC has made not one cent of revenue. Overlook them and you risk serious penalties — on the US side, on top of everything that applies in Germany.

Up front: this text is information, not tax or legal advice. Deadlines and forms change; the binding review belongs with a US tax practitioner.

Form 5472 + pro forma Form 1120: the trap for foreign owners

This is where most German LLC founders stumble. A foreign-owned single-member LLC treated in the US as a “disregarded entity” (pass-through) must file a Form 5472 with the IRS for each year with so-called “reportable transactions” between the LLC and its foreign owner — attached to a pro forma Form 1120.

What counts as a reportable transaction? The IRS instructions cast a wide net. For a foreign-owned US disregarded entity they expressly include “amounts paid or received in connection with the formation, dissolution, acquisition, and disposition of the entity, including contributions to, and distributions from, the entity” (Instructions for Form 5472, accessed 20 Jul 2026). In plain terms: paying in the initial capital at formation is already on that list. So the duty can exist even when the LLC had no customers and no profit. Exactly where the net ends in an individual case is something to confirm with a US tax professional — the instructions are broad by design.

The numbers and formalities to know (all from the IRS pages, accessed 20 Jul 2026):

• The penalty for a Form 5472 that is not filed “when due and in the manner prescribed” is USD 25,000 — with additional penalties if the failure continues beyond 90 days.
• Form 5472 is filed as an attachment to the pro forma Form 1120 and is due by that return’s due date, including extensions.
• More time is possible: Form 7004 gives, in the IRS’s words, an “automatic 6-month extension of time to file certain business income tax, information, and other returns” — and the Form 5472 instructions point foreign-owned US disregarded entities to exactly this form. It is an extension of the time to file.
• The pro forma Form 1120 must carry the note “Foreign-owned U.S. DE” written across the top.

Because of these formalities many foreign owners have the filing done by a US tax practitioner — an ongoing cost that belongs in your calculation (see Costs and ongoing obligations).

When the LLC actually does US business: ECI

If the LLC earns “effectively connected income” (ECI) — income from a US trade or business — further duties follow. The foreign owner may then have to file a Form 1040-NR and pay US tax. Whether ECI exists is a technical assessment, not a gut feeling.

BOI/FinCEN: fundamentally overhauled in 2025

For years the big unknown was the Beneficial Ownership Information (BOI) report to FinCEN under the Corporate Transparency Act (CTA). The CTA spent 2024 and early 2025 in the courts — FinCEN’s BOI page still carries an alert on ongoing litigation (National Small Business United v. Yellen), in which a federal district court barred enforcement against the plaintiffs — and the reporting duty’s on-again, off-again status produced a flood of contradictory guides.

A note on dates: the CTA litigation timeline moved fast in 2024/2025, and secondary sources date the twists differently. The dates below reflect the primary sources as accessed on 20 Jul 2026 — check FinCEN’s BOI page for the current state before relying on any of them.

What FinCEN’s own pages document:

• On 21 March 2025 FinCEN announced — consistent with a Treasury Department announcement of 2 March 2025 — that it was issuing an interim final rule removing the requirement for US companies and US persons to report BOI.
• The rule was published on 26 March 2025. It revises the definition of “reporting company” to mean only entities formed under the law of a foreign country that have registered to do business in a US state or Tribal jurisdiction — the former “foreign reporting companies.”
• Consequence, in FinCEN’s own words: all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners are exempt from BOI reporting. The exemption turns on where the entity was created, not on the owner’s passport: a Wyoming, Delaware or New Mexico LLC with a German owner is an entity created in the US.
• Foreign-formed entities registered in a US state remain reporting companies; the rule gave most of them a transition deadline of 25 April 2025.

That is a substantial relief compared with the original regime — but it rests on an interim final rule, litigation continues, and the state of play can shift again. Do not rely on older guides; check the current status directly at FinCEN.

Don’t forget: the state-level duties

Alongside the federal duties, every state has its own ongoing requirements — with real amounts and real deadlines. The two states most relevant in this series, per their official pages (accessed 20 Jul 2026):

• Wyoming: the annual report is due on the first day of the anniversary month of formation. The annual report license tax is USD 60 or two-tenths of one mill on the dollar (USD 0.0002) of assets located and employed in Wyoming, whichever is greater — in the minimum case, USD 60.
• Delaware: an LLC pays a flat annual tax of USD 300, due on or before 1 June each year. Late payment triggers a penalty of USD 200 plus 1.5% interest per month on tax and penalty, and there is no proration — the full amount is owed even for a partial year.

Miss those deadlines and you risk late fees and, in the extreme, dissolution of the LLC. The comparison of states is in the spoke Which US state.

One data point from the publisher’s own case

For transparency, the single real-world case behind this series: the publisher of this magazine formed his own LLC in Wyoming in 2026. His compliance calendar is therefore the one above — annual report on the first day of the anniversary month — plus the federal forms. And the strictest review in practice came from none of these authorities but from the bank: the business account was eventually opened at Revolut, where he was already a customer, and the KYC review demanded a detailed account of the sales channel — what is sold, to whom, through which channels. This is one case, one provider, one point in time — an anecdote, not a community survey, and no recommendation follows from it. But it illustrates the pattern: the forms are predictable; the compliance checks around them are not.

And the German side?

Everything here is the US side. The German duties — declaring the income, possible CFC add-back, exit topics — run in addition. Whoever only ticks off the US forms and ignores Germany has not addressed the actual risk. See Tax liability Germany ↔ US.

An honest checklist (no warranty)

• Check the annual Form 5472 + pro forma Form 1120 duty (foreign owner, disregarded entity) — formation-related contributions already count as reportable.
• Clarify the ECI question — is there US trade or business?
• Verify the BOI status at FinCEN (as accessed 20 Jul 2026: entities formed in the US are exempt).
• State deadlines in the calendar — Wyoming: first day of the anniversary month of formation; Delaware: 1 June.
• German filing duties with the tax adviser.

This list replaces no advice. It only shows what to ask about.

Continue in the guide

Back to the overview: US LLC guide for German emigrants.