Starting a US Company as a Non-US Resident (5): Annual Filings, Miss One and Pay $25,000

This is the last part of the series "Starting a US Company as a Non-US Resident": the filings you must make every year.

Forming the company, getting the EIN and opening the account are one-time tasks. This post is about what you have to do every year. This part is the easiest to miss, and the penalties are the heaviest: miss one of these filings and the penalty starts at $25,000, more than a hundred times what it costs to form the company.

My company was formed in October. The dates below use my situation as the example.

Form 5472 + pro forma 1120 (the most important)

A single-member LLC owned by a foreigner must file Form 5472 every year, even if it had no income all year.

• What to file: Form 5472, plus a Form 1120 with only the basic information filled in (called a pro forma 1120, used as a cover sheet)
• What it reports: Money moving between the company and "related parties". You are a related party, so money you pay on the company's behalf, money you put into the company, and money you take out of the company all have to be reported
• Deadline: April 15 each year, for the previous calendar year. If you can't make it, file Form 7004 before the deadline to request an extension
• How to file: Not online. Only by mail or fax to the IRS
• Penalty: Not filing, or filing incomplete, costs $25,000 or more per form

Start keeping records from day one

Form 5472 asks you to list every type of transaction between you and the company during the year. If you only look back at year end, it's painful.

I keep a simple spreadsheet and record every transaction:

• Date and amount
• Direction: I paid the company, or the company paid me
• Type: for example "paid company expenses" or "transferred funds in"
• Description and receipt file

The formation fees, domain fees and monthly fees I paid for the company with my personal card are all recorded as "capital contributions". I keep every receipt too. Filing records should be kept for at least 6 years.

State annual report

• Deadline: In Wyoming, it's due on the first day of the month the company was formed, every year. I formed in October, so it's October 1 each year
• Fee: At least $60. It's based on the company's assets in the state, so a small company pays $60
• How to file: Online on the state website, or have your registered agent do it
• If you don't file: After 60 days past due, the state dissolves the company

Registered agent renewal

• Fee: Northwest is free for the first year, then $125 a year
• Note: The agent's address is the company's registered address. If the service lapses, the company has no legal registered address and can't receive official government mail

BE-13 (within 45 days of formation, one time only)

If a foreigner directly or indirectly owns 10% or more of a US company, the company must report to the Bureau of Economic Analysis (BEA) at the US Department of Commerce within 45 days of formation.

• Small companies below the investment threshold only need to file the BE-13 Claim for Exemption
• You fill it in online on BEA's eFile site. It takes about 15 minutes and is free
• Not filing can lead to civil penalties
• Many services online charge to file it for you. You can just do it yourself

Also, BEA runs a survey every five years (BE-12). US companies owned by foreigners must file it whether or not they get a notice. I'll check again when the time comes.

BOI: not required for now

BOI means reporting a company's beneficial owners to FinCEN. When it became required in 2024, many people filed.

But starting in 2025, FinCEN exempted companies formed in US states from this reporting. You don't need to file it now. If you get a letter asking you to pay to file BOI, it's most likely a scam.

Only in certain cases

• 1099-NEC: When the company pays an individual contractor in the US
• Form 8822-B: When the company's responsible party or address changes. You must tell the IRS within 60 days
• State sales tax: When you sell directly to US consumers and your sales in a state pass the threshold. App Store and Google Play sales are collected and paid by the platforms, so you don't handle them yourself

Don't forget your own country

The US treats a single-member LLC as "transparent", so the company itself doesn't pay federal income tax. That doesn't mean you pay no tax. Income from a US company may be taxable in your own country, and some countries also have rules on foreign exchange or overseas investment.

Rules differ a lot by country. It's best to ask a local accountant.

What I do: put every date in Reminders

Everything above happens once a year, so it's easy to forget. I created a reminder for every deadline, with the due date on the day itself and an alert one to two weeks earlier.

Wrapping up the series

The whole process went more smoothly than I expected. I could do most steps myself, without paying a formation service. The real effort was in the details: the fixed wording for a certain line on a form, which address goes where, which document can stand in for another, and which filings you can never miss.

I'm still learning too. This series is only my own experience, not legal or tax advice. Rules change. Check the latest official sources before you act. When the amounts are large or you're not sure, ask a professional.

If you're registering a US company too, feel free to leave a comment below, or find me on X to chat.

This series

1. Overview: why, how long, and how much
2. Forming the company: state, registered agent, operating agreement
3. Getting an EIN: how foreigners fill in Form SS-4
4. Opening a bank account: Mercury, fully online
5. Annual filings: the easiest to miss, the heaviest penalties (this post)