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Small Business Guide

A Simple Guide to form 5472 - What U.S. Companies with Foreign Owners Need to Know

Avigail Feldman
July 20, 2025
5 min read

If your U.S. business has a non-U.S. owner or shareholder, you may be required to file IRS Form 5472. And here’s the thing: many founders don’t realize it until they’re hit with a $25,000 penalty.

Contents

    Intro

    If your U.S. business has a non-U.S. owner or shareholder, you may be required to file IRS Form 5472. And here’s the thing: many founders don’t realize it until they’re hit with a $25,000 penalty.

    Form 5472 isn’t just another tax form. It’s an informational filing that applies to U.S. entities with foreign owners or foreign-related transactions. That includes many startups and small businesses, especially single-member LLCs formed by international founders. Even if you don’t owe any taxes, the IRS still expects you to file if you meet certain criteria.

    In this post, we’ll walk you through:

    • What Form 5472 is and why it matters
    • Who needs to file
    • What qualifies as a reportable transaction
    • What information you’ll need
    • The penalties for not filing
    • Common mistakes to avoid
    • How Function helps simplify the process

    What is Form 5472, and Why Does It Matter?

    IRS Form 5472 is used to disclose certain transactions between a U.S. business and a foreign-related party, usually an owner or parent company. It’s not a tax return, but rather an informational filing required by the IRS to increase transparency around international business activity.

    The goal? To prevent foreign individuals or corporations from hiding U.S. income or dodging tax obligations through complex ownership structures.

    According to the IRS, the form applies to U.S. corporations and certain LLCs that are at least 25% foreign-owned or have transactions with a related foreign party.

    The bottom line: Even if you don’t owe U.S. tax, you might still have a legal responsibility to file Form 5472 on time, with complete and accurate information.

    Who Is Required to File Form 5472?

    Here’s where things get specific. You may be required to file Form 5472 if you fall into one of the following categories:

    U.S. Single-Member LLCs with Foreign Ownership:

    If your U.S.-based LLC has just one owner, and that owner is not a U.S. person (citizen, resident, or entity), you’re on the hook. The LLC is considered a "disregarded entity" for tax purposes, but that doesn’t exempt you from Form 5472 filing.

    U.S. Corporations with At Least 25% Foreign Ownership:

    If 25% or more of your voting stock or capital is held by a non-U.S. person or entity, you are required to file. This includes C-Corps with international co-founders or investors.

    Any U.S. Entity with Reportable Transactions Involving a Foreign Party:

    Even if the ownership threshold isn't met, if your business engages in qualifying transactions such as payments, loans, or reimbursements, with a foreign-related party, you might still be required to file.

    And remember:

    Form 5472 must be filed even if no taxes are owed. It's purely for transparency.

    What Counts as a Reportable Transaction?

    This is one of the most misunderstood parts of Form 5472 filing. A "reportable transaction" sounds serious, and it is, but it also includes very routine business activities. Here are some real-world examples:

    1. Loans from a Foreign Owner
      Let’s say your non-U.S. parent company or shareholder wires funds to support operations. Even if it’s informal or interest-free, that’s a reportable transaction.
    2. Payments for Services
      Did you pay your overseas founder for consulting, marketing, or tech support? You’ll need to disclose it.
    3. Capital Contributions
      If a foreign owner contributes additional equity or working capital, it must be reported.
    4. Reimbursements and Management Fees
      Sending money back to the parent company for administrative or legal services? That counts too.

    The threshold is low, meaning if any transfer of money, assets, or value is between the U.S. business and a foreign-related party, it should be reviewed for reporting.

    If you're unsure whether something qualifies, you’re not alone. This is exactly where working with a financial expert can save you from making costly mistakes. 

    What Information Must Be Included?

    Form 5472 isn’t just a check-the-box submission. It requires specific, detailed information. Here’s what the IRS expects you to include:

    • Ownership Details: Legal name, country of citizenship or incorporation, and ownership percentage of any foreign shareholder
    • Nature of Transactions: What was exchanged, why, and how much
    • Entity Relationships: The connection between the U.S. company and the foreign party (e.g. parent-subsidiary, investor-founder)

    Most importantly, Form 5472 must be attached to a timely filed tax return. For disregarded entities like foreign-owned single-member LLCs, this means submitting Form 1120 (even if there’s no tax liability). Miss the deadline or forget to attach the form? You’re likely facing steep penalties.

    See the official IRS Instructions for Form 5472 for the full list of required fields and definitions.

    What Are the Penalties for Not Filing?

    Here’s where things get serious.

    Failing to file Form 5472, or filing it incorrectly, comes with an automatic $25,000 penalty per year, per entity. That penalty applies to:

    • Not filing at all
    • Filing late
    • Filing incomplete or inaccurate information
    • Failing to respond to IRS requests for clarification

    Worse? If you don’t correct errors after the IRS flags them, additional penalties may apply, potentially compounding every 30 days.

    These penalties often surface during:

    • Investor due diligence
    • M&A activity
    • IRS audits or compliance reviews

    Discovering noncompliance at the wrong moment can derail deals or trigger unexpected tax liabilities. It’s not worth the risk.

    Common Mistakes (and How to Avoid Them)

    Most Form 5472 penalties come down to confusion or oversight, not fraud. Here are a few mistakes we see regularly and how you can stay clear:

    1. Assuming It Doesn’t Apply to Single-Member LLCs
      Many founders think their LLC is “too small” or "not a real corporation." If there’s foreign ownership, even a dormant LLC must file.
    2. Skipping It Because No Taxes Are Due
      Even if your company has no income or profit, you're still required to report qualifying transactions.
    3. Forgetting to Attach It to the Return
      This is a big one. Filing Form 5472 separately from Form 1120 doesn’t count—it must be included as part of a complete filing.
    4. Misreporting Ownership Structure
      Confusion over who “owns” what percentage, especially with complex investor arrangements, can lead to errors.

    Pro Tip: Use a Professional

    Because the form is nuanced and the consequences are steep, we strongly recommend having a trusted bookkeeping or finance provider handle your Form 5472 filings.

    Need help? Function’s bookkeeping team specializes in helping international founders and cross-border companies stay compliant with IRS regulations.

    How Function Helps with 5472 Compliance

    At Function, we work with startups, founders, and small businesses, many of which are led or funded by international stakeholders. We know how tricky IRS rules around foreign ownership can be, especially when you're focused on launching, growing, or fundraising.

    Here’s how we help:

    Identify Whether You Need to File: We help review your ownership structure and transactions to determine if Form 5472 applies to you.

    Gather the Right Transaction Data:From capital contributions to service payments, we’ll help collect and organize the numbers the IRS wants to see.

    File on Time and Accurately: We work with your CPA (or connect you with one) to ensure your Form 5472 is attached to the correct return, submitted before the deadline, and error-free.
     

    Stay Compliant, Stay Focused

    Form 5472 can feel confusing, especially if you're new to the U.S. system or focused on growing your business. But it doesn’t have to derail your momentum.

    With the right support, compliance is just another box you can check. At Function, we simplify the process so you can stay compliant, avoid penalties, and focus on what really matters: building something great.

    Ready to get ahead of IRS filings? Reach out to our team and let’s take care of it together.

    Frequently
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    What’s the difference between a debit and a credit in business accounting?

    In accounting, a debit is an entry that increases assets or expenses, while a credit increases liabilities, equity, or revenue. Every transaction affects at least two accounts — one with a debit and one with a credit — to keep your books balanced.

    Do debits always mean money coming in and credits mean money going out?

    Not exactly. It depends on the type of account. For example, debiting an expense means you're spending money, but debiting an asset like cash means you're receiving money. That’s why understanding account types is essential.

    Why do I need to understand debits and credits if I have a bookkeeper?

    Even if someone else handles your books, knowing the basics helps you read financial reports, ask better questions, and make smarter business decisions. It also makes you a stronger communicator with your finance team or investors.

    What’s a T-account, and how does it help?

    A T-account is a simple visual tool used in accounting to show how a transaction affects two accounts. Debits go on the left, credits on the right. It’s a great way to visualize the flow of money and keep things balanced.

    How can I tell if my financial reports are accurate?

    Look for common red flags: negative balances, uncategorized transactions, or mismatched totals. If you’re unsure, it’s worth having a professional review your books to make sure everything aligns before big decisions or tax time.

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    Why does Josh describe accountants as “storytellers”?

    Josh believes the value of accounting lies in interpretation, not calculation. Tools such as Exce; already do the math—what founders need is someone to explain what the numbers mean and how they impact strategic decisions. That’s why Function focuses on turning data into stories that help drive business forward.

    How is Function designed to scale without losing personal service?

    Josh built Function with intention: hire thoughtfully, delegate wisely, and embed values into every part of the team. Delegation wasn’t easy, but it allowed Function to grow without becoming impersonal. The goal is to deliver high-touch service at scale—and keep founders from burning out trying to do everything themselves.

    What problem is Function solving for startup founders?

    Function addresses a common frustration: most founders are left to interpret their own financial data. Instead of delivering static reports, Function turns numbers into clear, actionable insights that guide decision-making—pushing information to founders rather than making them dig for it.

    How do I get started with Function?

    Getting started with Function is simple. Founders can visit onefunction.com to book an intro call, learn more about the services offered, and see if the team is the right fit. The onboarding process is built to be smooth and tailored—starting with a conversation about your current financial setup, goals, and the support you need to grow confidently.

    What does Function mean by being “the adult in the room”?

    In today’s tougher funding environment, investors expect startups to be more financially disciplined. Function steps in with experienced, unbiased financial guidance to help founders stay focused, meet their targets, and present investor-ready financials.

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    I’m not making money yet—do I really need bookkeeping?

    Yes. Even if you’re pre-revenue, you’re likely spending money—whether on software, legal fees, marketing, or contractors. Bookkeeping helps you track those costs, stay organized for taxes, and prepare for investor conversations before they happen.

    Can’t I just wait and figure it out later?

    Waiting often creates more problems than it solves. Messy or missing records can lead to costly cleanup, missed tax deductions, or even lost funding opportunities. Getting your books in order early means less stress and smarter decisions from day one.

    What kind of bookkeeping support does a startup actually need?

    It depends on your stage and growth plans. In the beginning, you may just need basic transaction tracking. As you scale, you’ll need deeper insights, reporting, and forecasting. Function grows with you—from clean books to CFO-level strategy.

    How does Function make bookkeeping easier for founders?

    We handle the financial heavy lifting, so you don’t have to. From tracking expenses to CFO strategy insights, Function gives you clean, up-to-date books and actionable information—so you can focus on building, not balancing spreadsheets.

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    What does a fractional CFO for business startups actually do during fundraising?

    A fractional CFO helps build your financial model, prepare forecasts, clean up your reports, align your pitch with your numbers, and get all the due diligence materials ready. They also help you answer tough investor questions with confidence.

    When should a startup hire a fractional CFO before fundraising?

    Ideally, at least 2–3 months before you plan to start pitching. This gives enough time to get your books in order, build your model, and craft a deck that reflects your financial story.

    How does a fractional CFO improve a startup’s chances with investors?

    Investors fund confidence. A fractional CFO ensures your financials are credible, consistent, and well-prepared, reducing red flags and speeding up diligence. This can significantly improve your chances of getting a “yes.”

    Frequently
    asked
    questions

    Who needs to follow Form 5472 instructions and file the form?

    Any U.S. corporation with at least 25% foreign ownership, and any foreign-owned single-member LLC with U.S. operations, is likely required to file Form 5472, especially if they engage in reportable transactions with foreign entities.

    What kind of transactions require disclosure on Form 5472?

    Common reportable transactions include loans, payments for services, capital contributions, reimbursements, and management fees between a U.S. company and a foreign-related party.

    What happens if I don’t file Form 5472 correctly or on time?

    You could face a minimum of $25,000 penalty per year. If you fail to respond to IRS follow-ups, the penalties may increase. Non-filing can also create issues during fundraising, audits, or acquisitions.

    Frequently
    asked
    questions

    What is QuickBooks, and how does it work for U.S. businesses?

    QuickBooks is accounting software that works through your web browser or mobile app. Small and mid-sized businesses use it to manage their daily finances - from creating invoices and tracking expenses to handling payroll and tax preparation. The software connects with U.S. banks, includes standard tax forms, and integrates with over 650 business applications.

    How much does QuickBooks cost?

    QuickBooks has four main plans:
    Simple Start: $38 monthly
    Essentials: $74 monthly
    Plus: $115 monthly
    Advanced: $275 monthly

    QuickBooks often runs promotions with significant discounts. Additional services like payroll require separate subscriptions. See QuickBooks Online Pricing & Free Trial

    What features does QuickBooks offer?

    The software provides essential accounting and business management tools. Standard features include:

    • Invoicing and payments
    • Expense and bill tracking
    • Inventory management
    • Financial reports
    • Connections with over 650 business apps
    • Multicurrency
    • Payroll (additional subscription)
    • Time tracking (additional subscription)
    How do I move from QuickBooks Desktop to QuickBooks Online?

    Intuit provides a tool to help Desktop users switch to QuickBooks Online. The tool transfers your customers, vendors, account balances, and transactions. Check Intuit's migration guide first, as some advanced features may not transfer over to the online version. See: Migration Tool

    Does QuickBooks work with other business software?

    QuickBooks connects with more than 650 business applications. This includes popular tools for customer management, online stores, project tracking, and tax preparation like TurboTax. These integrations streamline your workflow by connecting your business tools in one system. See: QuickBooks Integrations

    What payment types does QuickBooks support?

    QuickBooks Payments lets you accept credit cards, debit cards, ACH transfers, and Apple Pay. All payments automatically record in your QuickBooks account, eliminating manual entry. Transaction fees apply. See: QuickBooks Payments

    Can I run payroll with QuickBooks?

    Yes, QuickBooks offers payroll as an add-on service with different plans for U.S. businesses. The service handles direct deposits, tax calculations, and IRS filings. All payroll data integrates directly with your QuickBooks accounting. Choose from Core, Premium, or Elite plans based on your needs. See: QuickBooks Payroll Services

    Can it handle international currencies?

    Yes - the Essentials, Plus, and Advanced plans let you work in multiple currencies. QuickBooks handles the exchange rates and tracks any gains or losses from currency changes. See: Multicurrency in QuickBooks

    What reports does QuickBooks generate?

    QuickBooks generates standard financial reports, including:

    • Profit & Loss Statement
    • Balance Sheet
    • Cash Flow Statement
    • Sales by Product/Service
    • Expenses by Vendor
    • Customer Aging Reports

    The Advanced plan includes more customization options for reporting. See: QuickBooks Reporting

    Is my data secure?

    QuickBooks uses bank-grade encryption and automatically backs up your data. Intuit stores everything on secure servers and runs regular security audits. You can also enable two-factor authentication for additional protection. See: QuickBooks Security

    Does it work for freelancers and self-employed individuals?

    QuickBooks offers a separate version called QuickBooks Self-Employed. This version focuses on what freelancers and contractors need most - tracking income and expenses, sending invoices, and preparing for taxes. It connects with TurboTax for easier tax filing. See: QuickBooks for Self-Employed

    Can multiple users access QuickBooks?

    Yes, each plan allows a different number of users:

    • Simple Start: 1 user
    • Essentials: 3 users
    • Plus: 5 users
    • Advanced: 5 users

    You can control what each person can access in the system.

    Can I connect my bank accounts?

    QuickBooks connects directly to your bank accounts and credit cards to import transactions automatically. This keeps your records current and reduces manual data entry. See: Importing Bank Transactions

    Does it support specific industries?

    While QuickBooks works for most general business needs, it doesn't have industry-specific versions. Some businesses, like construction or manufacturing, might need additional apps or integrations for specialized features.

    What if I need help?

    QuickBooks provides support through live chat, phone support, and online tutorials. Advanced plan users get a dedicated account manager. For specialized help, you can work with a certified QuickBooks ProAdvisor. See: QuickBooks Support

    Is there a mobile app?

    Yes, QuickBooks has an app for iOS and Android devices. You can create invoices, track expenses, and log miles from your phone. See: Mobile app

    Does it help with tax preparation?

    QuickBooks helps organize your tax information through expense categorization and tax reports. Its integration with TurboTax makes filing easier for both businesses and self-employed users. See: TurboTax Integration

    Frequently
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    questions

    What do bookkeeping tax services include?

    Tax-focused bookkeeping services include recording all business income and expenses, reconciling bank and credit card accounts, organizing the general ledger, and preparing tax-ready financial reports like the P&L and balance sheet. Some also help with 1099s and coordinate with your CPA.

    How do I know if my books are tax-ready?

    Your books are tax-ready if:

    1. All transactions are categorized correctly
    2. Your accounts are reconciled through year-end
    3. You have no duplicates, missing info, or personal expenses mixed in
    4. Your P&L, balance sheet, and general ledger are clean and complete
    When should I hire a professional for bookkeeping tax services?

    If you're behind on your books, unsure how to prepare reports, or experiencing growth and complexity in your finances, it’s time to hire a professional. Don’t try to clean up months of data right before tax time.

    Start smarter—and make your finances function as one

    Discover how Function streamlines your finances and scales with you at every stage.

    Start with Function