Annual Compliance for a Non-Resident US LLC (Checklist)
Opening a US LLC is the easy part. Staying compliant every year is what actually protects your company, your bank account, and your ITIN, and it is simpler once you know the checklist.
Why annual compliance actually matters
A US LLC does not run on autopilot. Even if your company had no revenue, no US customers, and no activity at all, the IRS and your state of formation still expect specific filings every year. Miss them and you risk penalties, administrative dissolution of the LLC, or a bank flagging your account during a routine review. None of this is complicated once you know what is due and when. The list below covers the recurring obligations for a foreign-owned, single-member US LLC.
Federal filing: Form 5472 plus a pro forma 1120
This is the filing most non-resident founders have heard of, and the one with the highest stakes. If your US LLC is a single-member LLC owned by a non-US person and has not elected to be taxed as a corporation, it is treated as a foreign-owned disregarded entity for this purpose. That triggers an annual requirement to file Form 5472 together with a pro forma Form 1120.
A few points worth knowing:
- This filing is required even if the LLC had zero income, zero transactions, and zero US activity during the year.
- Form 5472 is an information return. It reports transactions between the LLC and its foreign owner (capital contributions, loans, payments for services, etc.). It does not calculate or assess any US tax by itself.
- The deadline generally follows the corporate return schedule, typically April 15 for calendar year filers, with a six month extension available through Form 7004, pushing it to October 15.
- These forms are usually filed on paper, by mail or fax to the IRS, rather than through standard consumer tax software.
- The penalty for failing to file, or filing late or incomplete, is $25,000 per form. If the IRS sends a notice and the failure continues, additional penalties can apply.
This is the single filing that trips up the most founders, mainly because they assume that no income means no obligation. It does not. If your LLC exists on December 31, this filing is due the following year regardless of activity.
State level obligations: annual report and franchise tax
Separately from the IRS, your state of formation wants proof the LLC still exists and, in many states, a fee to keep it in good standing. The exact mechanics vary by state.
| State | What is typically due | Timing |
|---|---|---|
| Wyoming | Annual report plus a license tax (minimum around $60, based on assets located in the state) | Due on the first day of the anniversary month of formation |
| Delaware | Annual franchise tax plus an annual report for corporations; LLCs pay a flat annual franchise tax without a report | Due by June 1 each year |
| New Mexico | No annual report requirement for LLCs at the state level | N/A |
Missing a state annual report or franchise tax does not usually trigger an IRS penalty, but it can lead your state to administratively dissolve or revoke the LLC. Once that happens, your bank may freeze the account tied to that entity, and reinstating the LLC later is more expensive and slower than simply filing on time.
Registered agent renewal
Every US LLC must maintain a registered agent with a physical address in its state of formation, someone who can receive legal and state correspondence on the company's behalf. Registered agent service is typically an annual, paid renewal separate from your state filing fee. If it lapses, official notices, including the ones telling you an annual report is due, may never reach you, which compounds the risk of falling out of good standing.
Beneficial Ownership Information (BOI) reporting
The Corporate Transparency Act introduced a requirement for many US entities to file a Beneficial Ownership Information report with FinCEN, disclosing who owns or controls the company. This area has changed significantly since it was introduced, and the current rule (as of the 2025 update) narrows the requirement considerably: domestic reporting companies, meaning entities formed under US state law, and their US beneficial owners, are generally no longer required to file, while foreign companies registered to do business in the US remain in scope.
Because most non-resident founders form a domestic LLC (in Wyoming, Delaware, or similar), this change has removed the obligation for many of them. That said, this rule has shifted more than once since it was introduced, so treat BOI status as something to actively confirm each year rather than something to assume, either with a compliance provider or directly against FinCEN's current guidance.
Other things to keep current
- ITIN renewal. An ITIN that is not used on a US tax return for three consecutive years expires and needs to be renewed before you file again.
- EIN confirmation letter (CP 575). Keep this safe. Banks and payment processors ask for it repeatedly, and reissuing it from the IRS takes time.
- Bank KYC refreshes. Providers like Mercury, Wise, and Relay periodically ask for updated documents or ownership confirmation. Respond promptly to avoid holds on the account.
- Address changes. If your registered agent, mailing address, or ownership changes, update your state filing and the IRS record for your EIN.
A simple annual checklist
- File Form 5472 and pro forma Form 1120, or extend with Form 7004, by the deadline.
- File your state's annual report and pay any franchise tax or license fee.
- Renew your registered agent service before it lapses.
- Confirm whether BOI reporting applies to your entity this year.
- Check whether your ITIN needs renewal.
- Respond to any bank compliance or KYC requests without delay.
Handled individually, each of these is a short task. The difficulty is usually remembering all of them across different deadlines and providers, which is the exact gap Founders Credit's done-for-you service is built to close, tracking the filings and renewals for your LLC, ITIN, EIN, and bank accounts so nothing quietly lapses in the background.
What happens if you miss a deadline
A missed Form 5472 filing exposes you to the $25,000 penalty, though the IRS does have procedures for requesting penalty abatement if you can show reasonable cause, which is easier to argue if you correct the failure quickly and voluntarily. A missed state annual report usually starts with a late fee and escalates to administrative dissolution if ignored long enough. Both are avoidable with a simple calendar and a habit of treating your LLC's paperwork as seriously as you treat its bank account.
Frequently asked questions
Do I need to file Form 5472 if my LLC had no income at all?
Yes. The filing requirement is based on ownership structure, a foreign-owned single-member LLC, not on whether the company had income or activity. Zero activity still means the form is due.
Can I file Form 5472 and the pro forma 1120 myself?
Technically yes, but the forms require accurate reporting of related-party transactions and are commonly filed on paper by mail or fax rather than through typical consumer software, so many founders use an accountant or a done-for-you service to avoid errors that could trigger penalties.
Does my LLC need to file a BOI report with FinCEN?
Under the current rule, domestic reporting companies formed under US state law and their US beneficial owners are generally exempt, while foreign companies registered to do business in the US still need to report. This has changed before, so confirm current status each year rather than assuming.
What happens if I forget to renew my registered agent?
Your state may stop being able to deliver legal and compliance notices to your LLC, which can cause you to miss an annual report deadline without realizing it, ultimately risking administrative dissolution of the company.
How is the state annual report different from the IRS filings?
The IRS filings (Form 5472 and pro forma 1120) are federal and relate to tax reporting on transactions with the foreign owner. The state annual report and any franchise tax are separate obligations to your state of formation to keep the LLC in good legal standing, and missing one does not satisfy the other.
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