Foreign-Owned US Entities
Form 1120 + 5472 vs. Form 1120-F: Which Return Does My Foreign-Owned US Company File?
A US-formed entity that is foreign-owned files Form 1120 (a single-member LLC files a pro forma 1120 with Form 5472 attached). A foreign-formed corporation with US activity or US-source income files Form 1120-F instead. The key question is where the company was incorporated or organized, not who owns it.
Foreign owners frequently confuse these two filings because both involve "a foreign element" and a 1120-series form. They apply to different entities. This page draws the line clearly.
The deciding question: where was the entity formed?
The distinction is about the entity's country of organization:
| Your entity | Typical filing |
|---|---|
| US LLC (single-member) owned by a foreign person | Pro forma Form 1120 + Form 5472 |
| US C corporation that is 25%+ foreign-owned | Form 1120 (+ Form 5472 for related-party transactions) |
| Foreign corporation with US trade/business or US-source income | Form 1120-F |
Form 1120 + 5472 (US-formed, foreign-owned)
A US corporation files Form 1120 to report its income. If it is at least 25% foreign-owned, it also attaches Form 5472 to disclose transactions with its foreign related parties. A foreign-owned single-member LLC, which has no income return of its own, files a pro forma 1120 that exists only as a cover for the 5472.
Form 1120-F (foreign-formed)
A corporation organized outside the US files Form 1120-F when it is engaged in a US trade or business or has certain US-source income. It reports income effectively connected with that US business, and the analysis often involves tax-treaty positions and permanent-establishment questions that go well beyond a domestic filing.
Why getting this wrong is costly
Filing the wrong form can mean both a missed obligation and exposure to penalties — including the $25,000 Form 5472 penalty if related-party reporting was required but omitted. Because the two paths involve different deadlines, elections, and treaty considerations, the entity's structure should be confirmed before the first filing.
Frequently asked questions
I own a US LLC from abroad — do I file 1120-F?
Generally no. A US-formed LLC is a domestic entity; a single-member foreign-owned LLC files a pro forma Form 1120 with Form 5472. Form 1120-F is for corporations organized outside the US.
Does a foreign-owned US C corporation file 5472?
Yes, if it is at least 25% foreign-owned and had reportable transactions with foreign related parties, it attaches Form 5472 to its Form 1120.
My foreign company sells into the US — which form?
If the entity is incorporated abroad and has a US trade or business or US-source income, Form 1120-F is typically the relevant return, often alongside a treaty analysis. The facts should be reviewed individually.
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