Chinese owner of a U.S. LLC: what you file every year
Amazon sellers and students who own a U.S. LLC from China: Form 5472 plus pro forma 1120, the $25,000 penalty, the April 15 fax deadline, when to get a CPA.
Last updated: 2026-11-03
Opening a Wyoming or Delaware LLC is a common first step for Amazon sellers, Shopify store owners and students in the U.S. who want to sell online. The setup services stop at the EIN. What they often do not mention is a yearly federal filing with a $25,000 penalty for missing it, even if the LLC earned nothing.
Who this page is for
All of these are true:
- You formed a U.S. LLC with one owner: you, or a company you own.
- You are a foreign person for U.S. tax purposes: not a U.S. citizen, not a green card holder, and not a U.S. tax resident. A Chinese citizen living in China is; so is an F-1 student in their first five calendar years, who is normally a nonresident.
- The LLC has not elected to be taxed as a corporation. With one owner and no election, it is a "disregarded entity".
Two or more owners, including a married couple who both own it, make it a partnership, which files Form 1065 instead. That is outside this page.
The minimum: Form 5472 with a pro forma 1120
The IRS treats a foreign-owned single-member LLC as a corporation for one purpose: reporting money moving between it and its owner. Every year with at least one such reportable transaction, the LLC sends:
- a pro forma Form 1120, with only the LLC's name, address and EIN filled in and "Foreign-owned U.S. DE" written across the top;
- Form 5472 attached behind it, listing the transactions;
- a statement listing contributions and distributions.
Reportable transactions catch almost everyone. Wiring $1,000 from China to fund the LLC's bank account is a contribution. Paying the registered agent or state fee with your own card is a contribution. Sending Amazon payouts from the LLC's account to your personal account is a distribution. The Form 5472 instructions for foreign-owned LLCs go through each Part.
Deadline, method, penalty
| Item | Rule |
|---|---|
| Due date | April 15 after a calendar year; October 15 with Form 7004 |
| How | Fax or mail to the IRS in Ogden, Utah. No e-file for a pro forma 1120 |
| Penalty | $25,000 per form per year, plus more if it continues after an IRS notice |
| Records | Keep bank statements and proof of every transfer; failing to keep them carries the same penalty |
The fax number and mailing address are in Form 5472 fax number and due date.
You need an EIN
The LLC needs its own Employer Identification Number to file. Owners without a Social Security number or ITIN generally cannot use the IRS online EIN application and apply with Form SS-4 by fax or mail instead. On Form 5472 itself, an owner with no U.S. tax ID can use a reference ID number; you do not need an ITIN just for this form.
When Form 5472 is not enough
Form 5472 calculates no tax. It is the floor, not the whole picture. Talk to a CPA who works with foreign-owned businesses if any of these apply:
- U.S. trade or business. If the LLC has income effectively connected with a U.S. trade or business, you as owner file a U.S. income tax return (Form 1040-NR for an individual) and may owe U.S. tax. Whether you have one depends on facts: people working for you in the U.S., an office, agents acting for you, and how the U.S.-China tax treaty applies. Whether inventory stored in U.S. warehouses, including Amazon FBA, creates a U.S. trade or business is a fact-specific question professionals disagree on.
- State taxes and fees. States charge annual fees or taxes regardless of federal treatment; California, for example, charges LLCs that register or do business there at least $800 a year.
- Sales tax. Amazon collects sales tax as a marketplace facilitator in most states. An independent store may have to register and collect in states where its sales pass that state's threshold.
- Payroll, U.S. employees, or a second owner.
- Your home country. China taxes its residents on worldwide income. Income from the LLC may need reporting there too.
When you become a U.S. resident
A green card, or passing the substantial presence test after your exempt student years, makes you a U.S. person. From that year the LLC is no longer foreign-owned: no more Form 5472 for it, and its profit goes on your own Form 1040, usually on Schedule C. Earlier years in which you were still a foreign owner still need their own Form 5472. The year your status changes can be split between the two treatments, which is worth a CPA's look.
Next steps
- Run the free Form 5472 checker: five questions on ownership, elections and transactions, with your due date.
- If you file, the Form 5472 and pro forma 1120 wizard sorts each transfer into Part IV or Part V and builds the fax-ready packet.
- Missed past years? Read Form 5472 penalty and late filing.
Self-prepared information return. Not tax or legal advice. Not affiliated with the IRS. Source: Instructions for Form 5472.
What you get
