# Foreign owners and beneficial ownership: Form 5472 and BOI

> Form 5472 for a corporation with a 25% foreign owner, and why a company created in the US files no BOI report under FinCEN's 2026 final rule.

Source: https://lopifi.com/learn/form-5472-and-boi-reporting
Part of: Lopifi — US GAAP books on autopilot, checked by a CPA (https://lopifi.com)

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**Does my startup need to file Form 5472 or a BOI report?** Form 5472 for a corporation with a 25% foreign owner, and why a company created in the US files no BOI report under FinCEN's 2026 final rule.

Two federal filings turn on who owns the company. One is the IRS's [Form 5472](https://lopifi.com/md/glossary/form-5472), for a US corporation with a large foreign owner. The other is FinCEN's [beneficial ownership information report](https://lopifi.com/md/glossary/beneficial-ownership-information-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.

## Form 5472: a 25% foreign owner

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.

> “A penalty of $25,000 will be assessed on any reporting corporation that fails to file Form 5472”

— [Instructions for Form 5472 (Rev. 12/2024), Penalties](https://www.irs.gov/instructions/i5472), Information return of a 25% foreign-owned U.S. corporation or a foreign corporation engaged in a U.S. trade or business

**Scenario — If a founder lived abroad.** Suppose one of Northwind's two founders lived abroad and wasn't a US person. Each founder holds half of the 8,000,000 shares, so the foreign founder owns 50%, and Northwind is a 25% foreign-owned corporation. Its Form 1120 would carry a Form 5472 every year, reporting the reportable transactions between Northwind and that founder.

| Ownership | Form 5472 | BOI report to FinCEN |
| --- | --- | --- |
| US corporation, all owners US persons | No | No — exempt as a company created in the US |
| US corporation, a foreign person owns 25% or more | Yes, with Form 1120 | No — still a company created in the US |
| US LLC wholly owned by a foreign person (disregarded) | Yes, with a pro forma Form 1120 | No — still created in the US |
| Entity formed abroad, registered to do business in a US state | Depends on its US filings | Yes — reports its foreign beneficial owners |

Which ownership triggers which filing.

## BOI: where it landed

- **Mar 26, 2025** — FinCEN exempts all entities created in the United States from BOI reporting. (Interim final rule)
- **Aug 11, 2026** — FinCEN finalizes the rule: US companies and US persons permanently exempt. (Final rule)
- **Aug 14, 2026** — The final rule takes effect. Foreign reporting companies still report their foreign owners. (Effective)

Beneficial ownership reporting under the Corporate Transparency Act, from FinCEN's own pages.

> “permanently removes the requirement for U.S. companies and U.S. persons to report”

— [FinCEN news release, August 11, 2026](https://www.fincen.gov/news/news-releases/fincen-permanently-ends-beneficial-ownership-reporting-requirements-millions), FinCEN permanently ends beneficial ownership reporting requirements for millions of U.S. companies

**Northwind — Nothing to file.** Northwind was created in Delaware on September 1, 2026, after the interim rule, so it has never had a BOI report to file, and under the final rule it never will. FinCEN also said it will delete what US persons reported before the exemption.

Where was it created? (Formed under US law?) → US company (Created in the US: exempt. Stop.) → Foreign company (Formed abroad: registered in a US state?) → Report (Registered: report foreign owners, unless an exemption applies.)

Does a company file a BOI report today?

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

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

Form 5472 is an IRS income tax filing about foreign ownership and related-party transactions. BOI is a FinCEN filing about who owns and controls the company. A foreign founder can trigger the first without the second.

> **A 25% foreign owner means Form 5472 with every Form 1120. A company created in the US files no BOI report.**

## Where this lesson's rules come from

- [Instructions for Form 5472 (Rev. 12/2024), Penalties](https://www.irs.gov/instructions/i5472) — Information return of a 25% foreign-owned U.S. corporation or a foreign corporation engaged in a U.S. trade or business (irs)
- [Form 5472](https://www.irs.gov/pub/irs-pdf/f5472.pdf) (PDF) — Information Return of a 25% Foreign-Owned U.S. Corporation (PDF) (form)
- [FinCEN — Beneficial Ownership Information Reporting](https://www.fincen.gov/boi) — BOI reporting: the March 26, 2025 interim final rule and the final rule effective August 14, 2026 (agency)
- [FinCEN news release, August 11, 2026](https://www.fincen.gov/news/news-releases/fincen-permanently-ends-beneficial-ownership-reporting-requirements-millions) — FinCEN permanently ends beneficial ownership reporting requirements for millions of U.S. companies (agency)

## Read further

- https://lopifi.com/md/startups/startup-compliance-calendar
- https://lopifi.com/md/accounting/form-1120

- **Track:** [Compliance & tax](https://lopifi.com/md/learn/compliance)
- **Lesson:** Lesson 9 of 10 — 8 min
- **Terms taught:** [Form 5472](https://lopifi.com/md/glossary/form-5472), [Beneficial ownership information report](https://lopifi.com/md/glossary/beneficial-ownership-information-report), [Form 1120](https://lopifi.com/md/glossary/form-1120)
- **Previous:** [Information returns: 1099-NEC and 1099-MISC, Compliance · Lesson 8](https://lopifi.com/md/learn/1099-nec-and-1099-misc-deadlines)
- **Next:** [The annual compliance calendar, 2026–2027, Compliance · Lesson 10](https://lopifi.com/md/learn/startup-annual-compliance-calendar)
- **The course:** https://lopifi.com/md/learn