Key Takeaways
- The single most important deadline is April 15 — Form 5472 and pro-forma 1120 must be filed by this date, with penalties of $25,000 per form for late filing
- Annual report deadlines vary by state: Delaware (June 1), Wyoming (first day of anniversary month), New Mexico (no annual report required)
- Your registered agent must remain active at all times — a lapse can result in your LLC losing good standing and being administratively dissolved
- The BOI (Beneficial Ownership Information) report to FinCEN is required for most LLCs, with a January 1 deadline for annual updates when ownership changes
- Keep your EIN active by filing required returns — the IRS can deactivate unused EINs, creating significant problems for your banking and payment processing
- Budget $1,000-$2,500 annually for compliance costs including state fees, registered agent, CPA, and filing services
Table of Contents
Forming a US LLC is the easy part. Keeping it compliant year after year is where many non-resident founders stumble. Miss a filing deadline and you're looking at penalties ranging from a few hundred dollars (state fees) to $25,000 (IRS Form 5472). Get it right, and your LLC stays in good standing, your bank accounts remain active, and your business operates without legal headaches.
This guide provides a complete, month-by-month compliance checklist for non-resident US LLC owners. Bookmark it, set your calendar reminders, and review it at the start of each year.
If you're still in the formation stage, start with our US LLC setup guide for non-residents.
Annual Compliance Calendar
Here's a month-by-month view of everything you need to handle as a non-resident US LLC owner:
| Month | Task | Applies To | Penalty for Missing |
|---|---|---|---|
| January | Review previous year's transactions for Form 5472 | All foreign-owned LLCs | N/A (preparation step) |
| January | BOI report update (if ownership changed) | LLCs with ownership changes | $500/day |
| January | Renew registered agent (if annual renewal) | All LLCs | Loss of good standing |
| February | Gather documents for CPA (bank statements, invoices, expenses) | All foreign-owned LLCs | N/A (preparation step) |
| March | CPA prepares Form 5472 + pro-forma 1120 | All foreign-owned LLCs | N/A (preparation step) |
| March 1 | Delaware annual report due (alternative date) | Delaware LLCs only | $200 late fee + $1.50/month interest |
| April 15 | File Form 5472 + pro-forma Form 1120 with IRS | All foreign-owned single-member LLCs | $25,000 per form |
| April 15 | Request extension (Form 7004) if not ready | All who need more time | N/A (grants 6-month extension) |
| June 1 | Delaware annual report + franchise tax due | Delaware LLCs | $200 late fee + interest |
| Anniversary Month | Wyoming annual report due | Wyoming LLCs | $50 late fee → administrative dissolution |
| Ongoing | Maintain registered agent service | All LLCs | Loss of good standing |
| Ongoing | Keep EIN active (file required returns) | All LLCs | EIN deactivation |
| Ongoing | Maintain accurate bookkeeping | All LLCs | IRS audit risk, inaccurate filings |
| October 15 | Extended Form 5472 deadline (if extension filed) | LLCs that filed Form 7004 | $25,000 per form |
| December | Year-end bookkeeping review | All LLCs | N/A (best practice) |
| December | Verify registered agent renewal for next year | All LLCs | Loss of good standing |
Detailed Breakdown of Each Compliance Requirement
1. Form 5472 and Pro-Forma Form 1120
This is the most critical filing for non-resident LLC owners. Form 5472 reports "reportable transactions" between your LLC and its foreign owner (you). A reportable transaction includes:
- Capital contributions — money you put into the LLC
- Distributions — money you take out of the LLC
- Loans — money borrowed between you and the LLC
- Expense reimbursements — personal expenses paid by the LLC or vice versa
- Service payments — compensation paid to you by the LLC
- Rent or property use — if the LLC uses your personal property or vice versa
The form is filed alongside a pro-forma (informational) Form 1120, even though single-member LLCs are normally disregarded entities for tax purposes. The deadline is April 15 of the year following the tax year (so April 15, 2026 for the 2025 tax year).
The penalty for late or non-filing is $25,000 per form per year. This is one of the harshest penalties in the US tax code for an informational return. Do not miss this deadline. For complete filing instructions, see our Form 5472 guide.
2. State Annual Report
Most states require an annual report that confirms your LLC's basic information (name, address, registered agent, members). The requirements and fees vary significantly by state:
| State | Annual Report | Fee | Deadline | Franchise Tax |
|---|---|---|---|---|
| Delaware | Required | $300 | June 1 | $300 (included in fee) |
| Wyoming | Required | $60 (minimum) | First day of anniversary month | None |
| New Mexico | Not required | $0 | N/A | None |
| Florida | Required | $138.75 | May 1 | None |
| Texas | Required (franchise tax report) | $0 (under threshold) | May 15 | 0.375%-0.75% (over $1.23M revenue) |
Missing your annual report won't trigger a massive IRS penalty, but it will cause your LLC to lose good standing. This can cascade into bank account restrictions, inability to renew licenses, and eventually administrative dissolution. For a deeper comparison of state requirements, see our Delaware vs Wyoming LLC comparison.
3. Registered Agent Maintenance
Every US LLC must maintain a registered agent with a physical address in the state of formation. Your registered agent receives legal documents, government correspondence, and tax notices on behalf of your LLC. If your registered agent lapses:
- You won't receive important legal and tax notices
- Your LLC can lose good standing with the state
- Court documents may be served via alternative methods, and you could lose a lawsuit by default
Most registered agent services cost $100-$300 per year and auto-renew. Verify your renewal annually and keep payment information current. Popular services include Northwest Registered Agent, Incfile, and the registered agent services included with formation packages from doola and Firstbase.
4. BOI (Beneficial Ownership Information) Report
The Corporate Transparency Act requires most LLCs to file a Beneficial Ownership Information report with FinCEN. This report discloses the individuals who ultimately own or control your LLC. Key points:
- Initial filing: within 90 days of LLC formation (for LLCs formed after January 1, 2024) or by January 1, 2025 (for pre-existing LLCs)
- Updates: within 30 days of any change in beneficial ownership information (new owner, change of address, new passport, etc.)
- No annual re-filing required if nothing changes
- Penalties: up to $500/day for willful non-compliance, plus potential criminal penalties
The filing is done online at fincen.gov/boi and is free. You'll need your personal identification document (passport) and your LLC's formation details.
5. EIN Maintenance
Your EIN (Employer Identification Number) is your LLC's tax identity. The IRS can deactivate EINs for entities that don't file required returns for consecutive years. An inactive EIN creates immediate problems:
- Banks may freeze your account or require re-verification
- Payment processors (Stripe, PayPal) may disable your account
- You cannot file tax returns without an active EIN
Prevent deactivation by filing your Form 5472 and pro-forma 1120 every year, even if your LLC had minimal or no activity. If your EIN has been deactivated, you'll need to contact the IRS Business & Specialty Tax Line to reactivate it — a process that can take several weeks.
6. Bookkeeping and Record Keeping
The IRS requires LLCs to maintain adequate books and records. For foreign-owned LLCs, this is especially important because Form 5472 requires detailed reporting of intercompany transactions. Good bookkeeping means:
- Tracking all income and expenses in accounting software (QuickBooks or Xero)
- Keeping records of all transactions between you and your LLC
- Maintaining bank statements, invoices, receipts, and contracts
- Documenting capital contributions and distributions with dates and amounts
Use proper bookkeeping practices from day one. It's much harder (and more expensive) to reconstruct records at tax time than to maintain them throughout the year. A tool like Velora helps by automatically tracking invoices and payments, giving your CPA clean data when tax season arrives.
Keep Your LLC Compliant with Clean Financial Records
Velora automatically tracks invoices, payments, and client transactions — giving you and your CPA the clean data you need for Form 5472 and annual tax filings.
Try Velora FreeState-Specific Compliance Timelines
Delaware LLC Annual Compliance
- June 1: Annual report + $300 franchise tax due
- $200 late penalty + 1.5% monthly interest on unpaid tax
- Filed online through the Delaware Division of Corporations website
- Delaware does not require income tax filing for LLCs that don't operate in Delaware
Wyoming LLC Annual Compliance
- First day of your LLC's anniversary month: Annual report due
- Fee: $60 minimum (or $60 per $250,000 of assets in Wyoming)
- $50 late fee, followed by administrative dissolution if not filed within 60 days
- Filed online through the Wyoming Secretary of State website
- No state income tax, no franchise tax beyond the annual report fee
New Mexico LLC Annual Compliance
- No annual report required — this is the biggest advantage of a New Mexico LLC
- No franchise tax
- No state income tax for LLCs that don't operate in New Mexico
- Only requirement: maintain a registered agent and keep your LLC in good standing
- This makes New Mexico the lowest-maintenance state for non-resident LLC owners
Annual Compliance Cost Breakdown
| Item | Delaware | Wyoming | New Mexico |
|---|---|---|---|
| Registered Agent | $100-$300 | $100-$300 | $100-$300 |
| Annual Report / Franchise Tax | $300 | $60 | $0 |
| CPA (Form 5472 filing) | $500-$1,500 | $500-$1,500 | $500-$1,500 |
| Bookkeeping Software | $0-$360 | $0-$360 | $0-$360 |
| Miscellaneous | $50-$100 | $50-$100 | $50-$100 |
| Total Annual Cost | $950-$2,560 | $710-$2,320 | $650-$2,260 |
For a complete breakdown of all costs (not just compliance), see our guide to the hidden costs of a US LLC for non-residents.
How to Stay on Top of Compliance
The founders who never miss a deadline follow these practices:
- Set calendar reminders 30 days before every deadline — April 15, June 1 (Delaware), your anniversary month (Wyoming), registered agent renewal date
- Hire a CPA by February — don't wait until April to find one. Good CPAs book up early in tax season.
- Keep your bookkeeping current monthly — categorize transactions and reconcile your bank accounts every month, not once a year
- Maintain a compliance folder — digital folder with all formation documents, EIN letter, annual report confirmations, tax filings, and registered agent receipts
- Use invoicing software that creates a paper trail — tools like Velora automatically record every invoice, payment, and client transaction, making year-end reporting straightforward
Compliance isn't exciting, but it's the foundation that keeps your US LLC operational. Spend a few hours at the start of each year reviewing this checklist, and you'll avoid the costly penalties and legal headaches that catch unprepared founders off guard.
For the full picture of what it takes to run a US LLC as a non-resident, including compliance, banking, and tax obligations, revisit our comprehensive US LLC setup guide and our guide to non-resident US tax returns for LLCs.
Frequently Asked Questions
- What happens if I miss the Form 5472 deadline?
- The penalty for late filing of Form 5472 is $25,000 per form, per year. This is not a typo — the IRS takes this filing seriously because it's their primary tool for tracking transactions between foreign-owned US entities and their foreign owners. If you miss the April 15 deadline, file as soon as possible. The IRS may abate (reduce or eliminate) the penalty if you can show reasonable cause for the delay — but "I didn't know" is generally not accepted as reasonable cause. Work with a CPA to file a penalty abatement request if you're late.
- Do I need to file Form 5472 if my LLC had no income?
- Yes. Form 5472 must be filed if there were any "reportable transactions" between you and your LLC during the tax year. Reportable transactions include capital contributions, loans, expense reimbursements, and distributions — even if your LLC earned zero revenue. The only way to avoid filing is if there were literally zero transactions of any kind between you (the foreign owner) and the LLC, which is extremely rare. When in doubt, file it — the $25,000 penalty for not filing far outweighs the cost of filing unnecessarily.
- What is the BOI report and do I need to file one?
- The Beneficial Ownership Information (BOI) report is filed with FinCEN (Financial Crimes Enforcement Network) and discloses the individuals who own or control your LLC. Most LLCs formed after January 1, 2024 must file an initial BOI report within 90 days of formation. Existing LLCs had until January 1, 2025 for their initial filing. After the initial report, you must file an updated report within 30 days if there are any changes to beneficial ownership information. There is no annual re-filing requirement if nothing changes. Penalties for non-compliance can include $500/day fines.
- How much does annual compliance cost for a non-resident LLC?
- Total annual compliance costs vary by state and complexity, but here's a realistic budget: Registered agent ($100-$300/year), state annual report ($50-$300 depending on state — $0 for New Mexico, $60 for Wyoming, $300 for Delaware), CPA for Form 5472 filing ($500-$1,500), state franchise tax (Delaware only — $300 minimum), and miscellaneous fees ($50-$100). Total: roughly $1,000-$2,500 per year. See our full breakdown of <a href="/blog/hidden-costs-us-llc-non-resident">hidden costs of a US LLC for non-residents</a>.
- What happens if my LLC loses good standing?
- If your LLC loses good standing (usually due to missing an annual report or not paying state fees), several things happen: you may lose the ability to conduct business in that state, banks may freeze your account or restrict transactions, you cannot file lawsuits on behalf of the LLC, and eventually the state can administratively dissolve your LLC. Restoring good standing usually requires paying back fees plus penalties and filing any missing reports. The longer you wait, the more expensive it gets. Set calendar reminders for all deadlines.
- Do I need to file state taxes for my LLC?
- It depends on your state of formation and whether your LLC has nexus (business connection) in other states. Wyoming and New Mexico have no state income tax for LLCs. Delaware has a $300 annual franchise tax but no state income tax for LLCs that don't operate in Delaware. If your LLC has employees, property, or significant sales in states with income tax (like California or New York), you may have state filing obligations in those states as well. This is an area where CPA advice is essential — state tax rules are complex and vary significantly.
Written by
Sarah Chen
Head of Content at Velora
Writer and strategist focused on operational finance for global founders. Former consultant at Deloitte, now helping international entrepreneurs build better billing workflows.
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