Foreign owners and beneficial ownership: Form 5472 and BOI

Two federal filings turn on who owns the company. One is the IRS's Form 5472Entity & complianceForm 5472The IRS information return a US corporation that is 25% or more foreign-owned at any time in the year — or a US disregarded entity wholly owned by a foreign person — attaches to its income tax return to report transactions with related foreign parties. $25,000 penalty for each failure to file, and $25,000 more for each 30 days it continues past 90 days after IRS notice, for a US corporation with a large foreign owner. The other is FinCEN's beneficial ownership information reportEntity & complianceBeneficial ownership information reportThe report of a company's beneficial owners to FinCEN under the Corporate Transparency Act. Since the March 2025 interim final rule and the final rule effective August 14, 2026, companies created in the United States and US persons are exempt; only entities formed under foreign law and registered to do business in a US state still report, which for a company created in the US no longer applies. Both are easy to get wrong in opposite directions: a company that should file 5472 doesn't know it, and a company that no longer files BOI is told it must.

A US corporation is 25% foreign-owned if a foreign person owns, directly or indirectly, at least 25% of it at any time in the year. A US disregarded entity wholly owned by a foreign person is covered too. Either one attaches Form 5472 to its income tax return, by the return's due date with extensions, to report its transactions with related foreign parties. The penalty for not filing is $25,000, and $25,000 more for each 30 days the failure continues past 90 days after the IRS's notice.

Foreign owner means a BOI report; no foreign owner means nothing to file.

A US company with a foreign 25% owner: Form 5472 with the return. No BOI report.