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Form 5472 penalty: how to catch up on late filings and request relief

Q: I haven't filed Form 5472 for several years. How do I catch up?

If the IRS has not contacted you, file every missing year through normal procedures, including the current one. Each year gets its own Form 5472 and pro forma 1120 with “Foreign-owned U.S. DE” across the top, plus a reasonable cause statement signed under penalties of perjury. Fax it to 855-887-7737 or mail it to the IRS PIN Unit in Ogden; it cannot be filed electronically. At BMS of NC we can help you with this.

By Katiuska Bustillos, founder and tax preparer Reviewed by Katiuska Bustillos Published: October 1, 2026 Updated: October 1, 2026

Applies to late Forms 5472 for any year since 2017, under the IRS instructions revised December 2024 and the Internal Revenue Manual (IRM 20.1.9). The penalty is $25,000 for tax years beginning on or after January 1, 2018; before that it was $10,000.

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Short answer

Failing to file Form 5472 on time carries a penalty of $25,000 per form, per year, even if the LLC had no income, and if the IRS notifies you and it is still not filed 90 days later, another $25,000 is added for each 30 days, with no cap. If you have late years and the IRS has not contacted you, the way forward is to file every missing year by fax or mail, each with a reasonable cause statement signed under penalties of perjury. The IRS may still assess the penalty when it processes them, and you then ask for it to be removed. There is no guarantee, but the regulations tell the IRS to apply reasonable cause liberally to small companies that did not know about the requirement.

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How much the penalty is and how it adds up

The penalty for not filing Form 5472 is in section 6038A(d) of the Internal Revenue Code, and the Treasury regulations spell it out (26 CFR 1.6038A-4):

$25,000 per year if Form 5472 was not filed on time, was filed substantially incomplete, or the required records were not kept. For tax years beginning before January 1, 2018, the amount was $10,000.
It is per form. A separate Form 5472 is filed for each related party the LLC had transactions with: if your LLC also dealt with another company of yours, that is another Form 5472 and a possible second penalty.
An extra penalty once the IRS notifies you. If the form is still not filed 90 days after the IRS mails its notice, $25,000 is added for each 30-day period or part of one, with no cap.
It does not depend on income or on owing tax: an LLC with no activity faces the same penalty.

The regulations include an example. A company fails to file Form 5472 for three years; the IRS assesses $25,000 for each and mails a notice, and the company files 135 days later. For each year it owes the initial $25,000, $25,000 for the first 30-day period after the 90 days, and another $25,000 for part of the second: $75,000 per year, $225,000 in total.

The dates that matter

When	What happens
April 15 (October 15 with Form 7004)	The prior year's Form 5472 is due. If it is not filed, the $25,000 penalty can apply.
The IRS mails a notice that it is missing	A 90-day period starts.
After the 90 days	Another $25,000 for each 30 days or part of one. Under the IRS manual, reasonable cause is no longer available for this continuation penalty.
The IRS denies your request	Generally 30 days from the date of the letter to request an appeal. The letter gives the exact deadline.
The IRS's time to examine that year	It does not end until 3 years after you furnish the information.

The IRS clock doesn't start

Normally the IRS has a limited time to examine a year. But section 6501(c)(8) says that when information required by section 6038A (Form 5472) is missing, the time to assess tax related to that year does not end until 3 years after the IRS receives it. If you never file it, the year stays open. Waiting for it to “expire” does not work.

How to catch up on late years

The IRS says that taxpayers who discover missing international information returns, who are not under examination and have not been contacted by the IRS about them, should file them through normal filing procedures, and may attach a reasonable cause statement to each one. For a foreign-owned single-member LLC, that procedure is the one in the Form 5472 instructions:

List the years. The requirement applies to tax years beginning on or after January 1, 2017. Go through every year since the LLC was formed: there was almost always a transaction with the owner, starting with that first year.
Rebuild each year's transactions from the LLC's bank statements, invoices and the payments you made yourself. Form 5472 and the 1120 ask for the LLC's EIN: if you don't have one, start with the EIN.
Prepare each year separately: its Form 5472 and that year's pro forma 1120, with “Foreign-owned U.S. DE” written across the top of the 1120. The IRS keeps prior-year forms on its website.
Attach each year's reasonable cause statement, signed and stating that it is made under penalties of perjury.
Fax it to 855-887-7737 (300 DPI or higher) or mail it to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201. It cannot be filed electronically. Keep each fax confirmation.
Leave no year out, including the current one. The IRS manual recommends that examiners not consider reasonable cause for any year until all delinquent returns have been filed.
Watch your mail: the IRS replies by letter to the address on the forms.

If the IRS has already contacted you or you are under examination, the route is different: you respond to that contact. We review it with you.

Reasonable cause: what it is and what the IRS looks at

The law allows the penalty not to apply if there was reasonable cause and you acted in good faith. For Form 5472 the rules are in regulation 1.6038A-4(b) and in the Internal Revenue Manual (IRM 20.1.9 and 20.1.1):

In writing, under penalties of perjury. All the facts go in a written statement declaring that it is made under penalties of perjury. Everything must be true and, ideally, provable.
Case by case. The regulation cites as possible reasonable cause an honest misunderstanding of fact or law that is reasonable given the person's experience and knowledge.
What the IRS looks at: whether the explanation and dates match the events, your compliance history, how long it took you to comply once you learned of the requirement, and whether there were circumstances beyond your control.
Not knowing the law is not enough on its own. It can count together with other facts: your education, whether you had this obligation before, whether you were penalized before, recent changes in the rules, and how complex the issue is. The manual also reminds examiners that people with business in another country are expected to research their obligations there, so the explanation has to be specific.
Relying on someone else is not enough on its own either, the manual says. The regulation adds that relying on professional advice can count if, in the circumstances, the reliance was reasonable.
Each year stands on its own, and repeated failures to file do not help show ordinary care for the older years.

A good statement tells what happened, with dates: when and how you formed the LLC, what you were told (or not), when you learned of the requirement, what you did from then on, and why that shows good faith. Attach whatever supports it. We cannot promise the outcome: the IRS decides.

The rule for small companies

One rule fits many LLC owners. Regulation 1.6038A-4(b)(2)(ii) tells the IRS to apply reasonable cause liberally to a small corporation that:

had no knowledge of the section 6038A requirements;
has limited presence in and contact with the United States; and
promptly and fully complies with every IRS request to file Form 5472 and to furnish books and records on the transactions.

A small corporation is one with gross receipts of $20,000,000 or less for the year. It is a real argument, but not automatic: it has to be explained and supported, and the IRS decides.

Does First Time Abate help?

Generally, no. First Time Abate is administrative relief for people with a clean history, but the IRS limits it to penalties for filing certain returns late, paying late or failing to deposit. The IRS manual states that it does not apply to event-based filing requirements “such as with Form 5472.” Nor is it covered by the new Automatic Exemption from Penalty (AEP) that the IRS began in summer 2026, which covers those same penalties on certain returns.

The manual allows a narrow exception: if the Form 5472 penalty was assessed automatically when a late 1120 was processed, it can be removed along with the 1120's penalty when that return met the First Time Abate criteria, there were no similar penalties in the three prior periods, and the 1120 was not filed late in those three years. With several late years, that is hard to meet. Reasonable cause is the usual route.

If you already received an IRS notice

A notice that Form 5472 is missing. It tells you a penalty may apply and starts the 90 days: if the form is still not filed after that, the $25,000 per 30 days begins. File what is missing within that period and respond with your reasonable cause.
A notice of a penalty already assessed, usually CP215 (Notice of Penalty Charge). It can arrive even if you filed on your own: the IRS may assess the penalty automatically while processing late years, before considering your reasonable cause statement. The notice shows a payment due date. If you disagree, contact the IRS (the phone number is on the notice) and request removal in writing, with the reasonable cause statement under penalties of perjury. The IRS also accepts Form 843 to request abatement in writing.

If the request is denied, you will receive a letter with your appeal rights: you generally have 30 days from the date of that letter to request an appeal with the Independent Office of Appeals, and the letter gives the exact deadline. If you don't pay by the notice date, interest builds up, but if the penalty is removed, its interest is removed too. If you can't resolve it, the Taxpayer Advocate Service can help. More in our guide to IRS letters.

Why ignoring it is a bad idea

The year never closes. Without Form 5472, the IRS clock for that year doesn't start.
If the IRS gets there first, you lose room. Filing on your own is the route for people who have not been contacted. After a notice, the 90 days run, and the continuation penalty does not allow reasonable cause.
There is no Tax Court step before assessment. These international penalties are not subject to the deficiency procedures that apply to other taxes: the IRS assesses them directly, and you contest them afterwards by requesting abatement or appealing.
Closing the LLC doesn't erase late years. And the year it closes needs its own Form 5472: amounts connected with the dissolution are reportable transactions.
Acting promptly is part of the argument. The small-company rule requires it, and the IRS weighs how long it took you to comply once you knew.

Common mistakes

Filing only the latest year and leaving earlier ones for later.
Filing without a reasonable cause statement, or with a generic one with no dates or facts.
Writing anything you can't back up. It is signed under penalties of perjury.
Trying to e-file it or mailing it to the general Form 1120 address instead of the fax number or the Ogden PIN Unit.
Putting an IRS notice in a drawer. The 90 days run from when it is mailed.
Counting on First Time Abate, which apart from the narrow case above does not apply to Form 5472, or on the year having “expired”: without Form 5472, the clock doesn't run.

If you are also wondering whether you owe any U.S. tax on what your LLC earns, see what taxes a non-resident's U.S. LLC pays.

How we help

At BMS of NC we go through which years are missing and what transactions took place in each, prepare every Form 5472 with its pro forma 1120, and help you write the reasonable cause statement from your real facts, which you sign. We fax it with confirmation. If an IRS notice arrives, we review it with you and help you prepare the response. Afterwards we remind you before every deadline so it doesn't happen again. We cannot guarantee that the IRS will remove the penalty: that decision is theirs.

Frequently asked questions

I haven't filed Form 5472 for several years. How do I catch up?

If the IRS has not contacted you, file every missing year through normal procedures, including the current one. Each year gets its own Form 5472 and pro forma 1120 with “Foreign-owned U.S. DE” across the top, plus a reasonable cause statement signed under penalties of perjury. Fax it to 855-887-7737 or mail it to the IRS PIN Unit in Ogden; it cannot be filed electronically. At BMS of NC we can help you with this.

What should a Form 5472 reasonable cause letter say?

It should tell what happened, with dates: when and how you formed the LLC, what you were told (or not), when you learned of the requirement, what you did from then on, and why that shows good faith. It must be in writing, state that it is made under penalties of perjury, and include whatever supports it. Not knowing the law is not enough on its own.

Does First Time Abate work for the Form 5472 penalty?

Generally, no. The IRS manual states that First Time Abate does not apply to event-based filing requirements “such as with Form 5472,” and the Automatic Exemption from Penalty (AEP) does not cover it either. There is a narrow exception when the penalty was assessed while processing a late 1120 that met the criteria. Reasonable cause is the usual route.

I got a CP215 notice for Form 5472. What can I do?

You can request removal in writing. A CP215 is a notice of a penalty already assessed, and it can arrive even if you filed on your own, before the IRS considers your reasonable cause statement. Contact the IRS at the number on the notice and send the statement under penalties of perjury; Form 843 is also accepted. If the request is denied, you generally have 30 days from the letter to appeal.

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This guide is general information about U.S. tax rules and does not replace advice on your specific case.