Annual Requirements for a Foreign-Owned US LLC: The Complete 2026 Checklist
- A foreign-owned LLC has three annual obligations: the federal return, the state annual report, and the registered-agent renewal.
- The pro-forma Form 1120 with Form 5472 is due April 15, extendable to October 15 via Form 7004, with an omission penalty starting at $25,000.
- Even a company with no income must file; the obligation is informational, not tax-based.
- In 2026 a US-formed company is not required to file a BOI report, but confirm the current status with FinCEN.
- State fees and dates vary sharply, from zero in New Mexico to $300 in Delaware.
A foreign-owned US LLC has three recurring annual obligations that keep it legally sound: the federal tax return (pro-forma Form 1120 with Form 5472) due April 15, the state annual report or renewal whose fee and date vary by state, and the yearly registered-agent renewal. The FinCEN Beneficial Ownership Information (BOI) report is not currently required in 2026 for LLCs formed inside the United States, but this area shifted repeatedly in 2025, so confirm the current status before assuming you are exempt.
Obligation 1: the federal tax return
A single-member foreign-owned LLC is treated for tax as a Disregarded Entity, yet it must submit a pro-forma Form 1120 with an attached Form 5472 for every tax year. The purpose is purely informational: to disclose every reportable transaction with a related party, meaning any transfer between you as owner and the company (capital contributions, distributions, loans, formation costs). For a calendar-year entity the deadline is April 15, extendable by six months to October 15 by submitting Form 7004 before the original deadline lapses.
Even if the company earned no income and had no activity, filing Form 5472 remains mandatory. The $25,000 penalty applies to lateness or omission alone, regardless of whether any tax is owed.
Obligation 2: the state annual report or renewal
Every state requires some form of annual renewal to keep the company in Good Standing, whether an annual report, a franchise tax, or both. Fees and dates differ sharply from state to state, and a lapse can trigger penalties and eventually administrative dissolution if neglect continues. Always check your own state's official source, as figures are updated periodically.
- Delaware: a flat $300 franchise tax due June 1; LLCs file no separate annual report
- Wyoming: an annual report with a $60 minimum fee, due the first day of your formation month
- Florida: an annual report of about $138.75 due May 1, with a $400 late penalty
- New Mexico: imposes no annual report and no renewal fee on LLCs
Obligation 3: registered-agent renewal
Every state requires the company to maintain a registered agent with a physical in-state address to receive official mail and legal notices. The service renews annually and typically costs between $100 and $300; a lapse can cost the company its good standing with the state. If you live outside the United States, the agent is not optional but a legal necessity.
The FinCEN BOI report: its status in 2026
Under the Corporate Transparency Act (CTA), most companies were expected to file a Beneficial Ownership Information (BOI) report. But an interim final rule issued in March 2025 narrowed the definition of a 'reporting company' to entities formed outside the United States and registered to do business in a US state. The practical result in 2026: a company formed inside the United States, even one wholly owned by a non-US person, is not currently required to file a BOI report, and the information of US-person owners is no longer collected.
This area changed more than once during 2025, and a final rule was still under review at the Office of Management and Budget (OMB) in mid-2026. Confirm the current status on FinCEN's site before relying on the exemption. And if your company was formed abroad and registered to operate in a US state, you likely fall in the reporting category, with a 30-day deadline from the effective date of registration.
The calendar: what is due and when
- Year-round: keep an accurate record of every transfer between you and the company (capital, distributions, loans); it is the basis of Form 5472
- By April 15: submit the pro-forma Form 1120 with Form 5472, or file Form 7004 to extend to October 15
- By your state's date (often spring or your formation month): submit the annual report and pay the renewal fee
- Yearly on your subscription date: renew the registered agent and business address
- On any change: update the address, ownership, or agent with the state as soon as it happens
- Once a year, check: has the BOI reporting status changed for your entity?
Common mistakes that cost dearly
The most frequent mistake is assuming that 'no income means no filing,' which opens the door to the $25,000 penalty. Next is forgetting the state annual report because no one sends a reminder, then letting the registered-agent subscription lapse so the company loses its good standing, and finally confusing the BOI status of a US-formed entity with a foreign-formed one. All of these are calendar-management problems, not legal mysteries.
Staying compliant is not hard when the dates are known and written down in advance. At Dawly we handle these recurring obligations on your behalf: the federal return, the state annual report, and the agent renewal, alerting you before each due date so your company stays sound without you carrying the calendar in your head.
Frequently asked
Do I have to file Form 5472 if my company earned no income?+
Yes. The obligation is informational, not tax-based, so even a completely dormant company with no income and no activity must submit the pro-forma Form 1120 with Form 5472. The penalty for lateness or omission starts at $25,000 regardless of whether any tax is owed.
When is the tax return due for a foreign-owned LLC?+
For a calendar-year entity the deadline is April 15. You can extend it six months to October 15 by submitting Form 7004 before the original April 15 deadline passes.
Do I still have to file a BOI report in 2026?+
If your company was formed inside the United States, you are not currently required to file a BOI report under the 2025 interim final rule, even as a fully foreign owner. Entities formed abroad and registered to operate in the US remain subject to it. This area has changed, so confirm on FinCEN's site before relying on the exemption.
How much does it cost to renew an LLC each year?+
It depends on the state: from zero in states like New Mexico to a $300 franchise tax in Delaware, plus roughly $100 to $300 for the registered-agent renewal, plus the cost of preparing the annual federal return. Add the state fee, the agent fee, and the return preparation to estimate your real cost.
What happens if I miss the state annual report?+
The state first imposes a late penalty (for example $400 in Florida), and if neglect continues the company can lose its good standing and then be administratively dissolved. Reinstatement after dissolution is possible but costs extra time and fees, so it is best to log the date in advance.