Dormant LLCs · checked 22 October 2026

US LLC with no income: do I still need to file?

Usually, yes. "No income" usually means no US income tax to pay, but a single-member LLC owned by a non-US person still has a federal information return and a state filing every year. Skipping the federal one is the costliest mistake founders make: a $25,000 penalty per form.

The federal filing: Form 5472 and a pro forma 1120

A foreign-owned single-member LLC must file Form 5472, attached to a mostly blank Form 1120, for any year it has a reportable transaction with its owner. In practice almost every LLC does, even with no sales, because:

• you paid the formation fee, registered agent or state fees for it, or
• you put money into its bank account, or took money out.

It's due 15 April (15 October with an extension), it can't be e-filed, and the IRS treats a missing or badly incomplete form as not filed. How to fill it out · deadline · how to fax it.

Income tax

If the LLC has no income at all, there's no US income tax. If it earned money, whether US tax is due depends on whether that's US business income (effectively connected income), which is a question for a tax professional, not something to guess. Either way, the Form 5472 is still required.

The state filing

Most states require a yearly report or fee whether you trade or not, and unpaid years can block you from closing the LLC later. New Mexico is one of the few exceptions.

• Wyoming annual report
• Delaware annual LLC tax
• New Mexico (no annual report)
• Florida annual report
• Texas Public Information Report

BOI report

FinCEN's final rule of August 2026 ended beneficial ownership (BOI) reporting for US-formed companies, including foreign-owned LLCs. Details.

Already missed a year?

File it now with a reasonable cause statement; waiting doesn't make the penalty go away. What to do. Don't need the LLC any more? How to close it properly, so the filings stop.

Check everything my company owes

Sources: IRS, Instructions for Form 5472 (foreign-owned U.S. DE filing requirement, reportable transactions including formation and contributions, penalties, no e-filing). Read 22 October 2026. General information, not tax advice.