Annual Obligations for US LLC — Complete Calendar for Foreign Owners (2026)

LLC formation is a one-time event. Maintenance is an annual task. Foreign entrepreneurs frequently underestimate this aspect — and it's the most expensive mistake with a US LLC.

Missed deadlines lead to:

• Loss of "good standing" — the state flags the LLC as non-compliant
• Automatic dissolution — after 1-2 years without filings, the state dissolves the LLC. Mercury/Relay close the account. Stripe terminates payouts.
• Penalties and interest — from $50 for late Annual Report to $25,000 for Form 5472
• Personal liability — if the LLC isn't in good standing, courts may "pierce the veil" and hold you personally liable

The good news: if you know what you owe, when, and how — there's no complexity. It's predictable administrative work.

Each state has its own requirements. Here are the most popular states among foreign owners:

Wyoming

• Annual Report: $60 minimum (or 0.0002% of asset value if higher)
• Deadline: first day of your LLC's registration month (e.g., register March 15 → deadline is March 1 annually)
• Filing: Online via Wyoming Secretary of State
• Late penalty: $50 + automatic dissolution after 2 years
• Franchise Tax: NONE in Wyoming

Delaware

• Annual Franchise Tax: $300 fixed (for LLCs; corporations differ)
• Deadline: June 1 annually
• Filing: Online via Delaware Division of Corporations
• Late penalty: $200 + 1.5% monthly interest
• Annual Report: not required for LLCs (only corporations)

New Mexico

• Annual Report: NONE for LLCs
• Franchise Tax: NONE
• That's why New Mexico has the cheapest state maintenance — but has other trade-offs (see our state comparison guide)

Florida

• Annual Report: $138.75
• Deadline: May 1 annually
• Late penalty: $400 (!)

Florida is one of the most expensive states for late filing — $400 is more than 2 years of normal Wyoming maintenance.

Texas

• Franchise Tax: 0% if revenue under $2.47M (for 2026). Above that — 0.375-0.75%
• Franchise Tax Report: required even with $0 tax
• Deadline: May 15 annually

This is the most critical federal obligation for foreign owners of single-member LLCs and the most expensive mistake if missed.

What Is Form 5472

The IRS requires this report from foreign persons owning a US LLC (or US corporation). Form 5472 informs the IRS about transactions between you and the LLC (reportable transactions).

Form 5472 is not a tax return — it doesn't calculate taxes. It's a pure reporting form. Even if the LLC had $0 revenue, the form is still mandatory.

Why Filed with Pro-Forma 1120

The reason is technical: Form 5472 is an "attachment" form — it cannot stand alone. It must attach to a corporate tax return (Form 1120). But a single-member LLC isn't a corporation — it's a disregarded entity. So the IRS requires a "pro-forma" 1120 — a blank corporate return with only the LLC's name and EIN at the top.

What You Fill on Form 5472

• LLC identification (name, EIN, address)
• Your identification as 25%+ owner (name, foreign address, country of residence)
• Reportable transactions for the year — money contributed to LLC, withdrawals, services, loans, licenses
• Even $0-value transactions (e.g., capital contribution of intangibles) must be declared

Deadline

April 15 annually for the prior calendar year (or 15th day of the 4th month after fiscal year end, if LLC doesn't follow calendar fiscal year).

Automatic extension to October 15 is possible with Form 7004 (free, simple filing).

THE PENALTY IS $25,000

Yes, you read that right. Missed, late, or incomplete Form 5472 = $25,000 penalty per year, per LLC, per reportable transaction. No other US federal penalty is this aggressive for small businesses.

This is the primary reason you need a CPA for annual filing — $25,000 risk vs $500-1,500 service is a mathematically obvious choice.

If you have a co-owner, the LLC isn't a disregarded entity — it's a partnership. This completely changes federal treatment.

What You File

• Form 1065 — partnership tax return. Declares LLC's total income and expenses.
• Schedule K-1 for each partner — shows their share of profit/loss. Foreign partners receive K-1 and file Form 1040-NR personally.
• Form 8804/8805 — withholding on foreign partners. The partnership withholds tax on distributions to foreign partners.

Deadline

March 15 annually (earlier than 5472). Extension to September 15 with Form 7004.

Penalty for Missed Filing

$220 per partner per month late, maximum 12 months. For a 2-partner LLC 6 months late: $220 × 2 × 6 = $2,640 penalty.

Practical Advice

Multi-member LLC is significantly more complex to maintain than single-member. If starting business with 1-2 others, consider whether each should have their own LLC + joint venture agreement, or a true partnership LLC. The annual maintenance difference is 3-5x.

This is the biggest news in US compliance for 2025 and most online content hasn't updated yet.

Historical Situation

The Corporate Transparency Act (CTA) took effect January 1, 2024. It required almost every US LLC to file a BOI (Beneficial Ownership Information) Report to FinCEN, disclosing owners. Penalties were draconian: $591/day for delays, up to $10,000 one-time civil penalty, and criminal consequences.

The entire LLC formation industry was on edge. Every article, every attorney, every filing service scared clients.

What Happened on March 26, 2025

FinCEN issued an interim final rule that radically changed the definition of "reporting company":

• Only foreign companies registered to do business in a US state remain "reporting companies"
• All US-formed companies (including LLCs created in Wyoming, Delaware, etc.) are exempt from BOI reporting
• This exemption applies even if the owner is foreign

What This Means for You

If you're a foreign national with a Wyoming or Delaware LLC:

• LLC is US-formed (created in a US state) → DO NOT file BOI
• If you filed BOI before March 2025 — no need to update
• If you haven't filed — no need to file

When BOI Might Still Apply

The only scenario where BOI applies is if you registered a foreign company (e.g., a non-US corporation) to do business in a US state — very rare. If you registered a US LLC directly (which 99% of our clients do), BOI doesn't apply.

Why You Still See Scary BOI Articles

Many law firms and formation services still offer "BOI filing" as a paid service ($200-500). That's outdated and unnecessary. Don't pay for filing a report the regulation no longer requires.

Source: FinCEN Official BOI Page

Every US LLC must have a registered agent — a person or company in the state of registration that accepts official mail from courts and the state. This agent is your legal connection to the state.

As a foreigner, you cannot be your own registered agent (requires physical state address + family presence). So you use a commercial registered agent.

Annual Fee

• Wyoming: $50-150 per year (average $100)
• Delaware: $100-300 per year (average $150)
• New Mexico: $50-150 per year

What Happens If You Miss

If you don't renew registered agent, the state sends warning letters. After 60-120 days (varies by state), LLC falls out of good standing. After 1-2 years — automatic dissolution.

Most registered agents send email reminders 60 days before expiration. Using a reliable agent (Harvard Business Services, Northwest Registered Agent), you shouldn't have issues.

Here's what a year looks like for Wyoming single-member LLC with foreign owner (without extensions):

• January-March: Tax document preparation. Collecting bank statements, invoice records, Stripe reports for prior year.
• March 1 (or LLC birth month): Wyoming Annual Report — $60 + $50 registered agent renewal
• March 15: Form 1065 deadline if multi-member (or extension)
• April 15: Form 5472 + pro-forma 1120 deadline (or extension)
• October 15: If you took extension for 5472 — final deadline

For Delaware single-member LLC:

• March 1: Registered agent renewal
• April 15: Form 5472 deadline
• June 1: Delaware Annual Franchise Tax — $300

Set up recurring calendar events 30 days before each deadline. This simple measure prevents 95% of missed filings.

The math is undeniable:

Cost of Proper Maintenance

• Annual Report + RA: $110-450/year (varies by state)
• CPA for Form 5472: $500-1,500/year
• Total: $610-1,950/year

Cost of Non-Compliance

• Form 5472 missed: $25,000
• Annual Report missed: $200-400 + dissolution risk
• LLC loss (dissolution): new registration $500-1,000 + lost bank accounts + Stripe
• Piercing the veil: potentially unlimited personal liability

Proper maintenance costs 8-40x less than the cheapest non-compliance scenario. Don't cut corners here.

We offer an annual compliance package:

• Calendar of all deadlines for your LLC
• Preparation and filing of State Annual Report
• Preparation and filing of Form 5472 + pro-forma 1120
• Preparation of Form 1065 + K-1 for multi-member LLCs
• Registered Agent service (or renewal)
• Notifications 60 days before each deadline
• Consultation on tax treaty and personal taxation in your home country

We work with US CPA and a local tax consultant simultaneously — critical because US LLC income must be properly declared in both countries.

Contact us for a custom quote on our contact page.