Can a Foreign Company Own a US LLC? EIN, Form 5472, Taxes

Yes, a foreign company can own a US LLC. No state imposes a citizenship or residency requirement on LLC members, and no federal law restricts foreign ownership, so a company organized outside the United States can be a member of a US LLC or even its sole owner.¹ The catch is on the compliance side: foreign ownership triggers specific IRS filings, withholding obligations, and banking requirements that a purely domestic LLC never has to deal with.

Why Foreign Ownership Is Allowed

LLCs are creatures of state law, and every state’s LLC statute defines the people who can become members broadly enough to include foreign entities. Most states follow some version of the Revised Uniform Limited Liability Company Act, which treats a “person” as any individual, corporation, partnership, trust, estate, or other legal or commercial entity. Delaware’s LLC Act spells this out explicitly, covering every entity type “whether domestic or foreign.”²

A green card, work visa, or US address is not required to be an owner.¹ Ownership itself carries no immigration consequence in either direction: the foreign company qualifies as a member the moment it is admitted under the operating agreement, and the state does not ask about the owner’s nationality.

Setting Up the LLC

The formation process for a foreign-owned LLC is essentially the same as for a domestic one. You pick a state, choose a name that is distinguishable from anything already on file with that state’s Secretary of State, and appoint a registered agent with a physical street address in the state to receive legal notices. PO boxes don’t qualify, so foreign owners with no US presence usually hire a commercial registered-agent service.

The founding document is called the Articles of Organization in most states and the Certificate of Formation in others. It lists the LLC’s name, the registered agent, and whether the LLC will be member-managed or manager-managed. Filing fees generally run from $35 to $500, and standard processing takes roughly one to four weeks, with expedited options in many states.

An operating agreement is not required in every state, but a foreign-owned LLC should have one anyway. It sets how profits are split, how decisions are made, and what happens when members join or leave.¹ Banks and the IRS routinely ask for it to confirm who actually owns the company.

Getting an EIN Without an SSN

Every LLC needs an Employer Identification Number from the IRS to open a bank account, hire, and file tax returns. The IRS online EIN tool requires the responsible party to have a Social Security Number or Individual Taxpayer Identification Number, which most foreign owners don’t have. The workaround is to file Form SS-4 by fax or mail.³

On line 7b, where the form asks for the responsible party’s SSN or ITIN, write “foreign” or “N/A” if the responsible party cannot obtain one.³ A foreign address is acceptable on lines 4a through 5b. Applicants outside the US can fax Form SS-4 to 304-707-9471 or mail it to IRS EIN International Operation, Cincinnati, OH 45999. Calling 267-941-1099 (not toll-free) lets an authorized foreign applicant request an EIN over the phone.⁴

The Tax Filing That Trips Up Foreign Owners: Form 5472

A single-member LLC is normally treated as a “disregarded entity” for federal income tax, meaning it has no separate income tax return. That default changes when the single member is foreign. Under Section 6038A of the Internal Revenue Code, a foreign-owned single-member LLC must file a pro forma Form 1120 with a Form 5472 attached, reporting every transaction between the LLC and its foreign owner.⁵ This filing is required even when the LLC owes no US income tax.

The penalty for missing Form 5472 is severe: $25,000 per form, per year. If the IRS sends a notice and the form still isn’t filed within 90 days, another $25,000 accrues for every 30-day period (or partial period) the failure continues.⁵ Because there is no statute of limitations on unfiled returns, the IRS can assess these penalties years later. This is the compliance item foreign owners most often underestimate.

If the foreign owner is an individual rather than a company, that person also needs an ITIN to file a personal US return. ITINs are issued to nonresident and resident aliens who cannot get an SSN, using Form W-7.⁴ A foreign corporate owner does not need an ITIN — its own EIN handles the identification.

Withholding on Foreign Owners

Foreign owners face US tax withholding at the LLC level, and the rate depends on the type of income.

Effectively connected income. If the LLC has more than one member and is treated as a partnership earning income connected to a US trade or business, it must withhold on the foreign partner’s share at 37 percent for non-corporate partners and 21 percent for corporate partners, reported on Forms 8804 and 8805.⁶
Fixed, determinable, annual, or periodical (FDAP) income. US-source income not connected to a US trade or business, such as interest, dividends, rents, or royalties, is subject to a flat 30 percent withholding under IRC Sections 1441 and 1442. A tax treaty between the US and the owner’s home country may lower that rate. Reported on Forms 1042 and 1042-S.⁶
US real property sales. When a foreign-owned LLC sells US real property, the buyer generally withholds 15 percent of the sale price under the Foreign Investment in Real Property Tax Act.⁷

These withholding duties are separate from the LLC’s own tax return. A missed withholding payment can leave the LLC, and sometimes the person making the payment, personally liable for the unpaid tax plus interest and penalties.

A single-member LLC can also elect to be taxed as a corporation by filing Form 8832. That election taxes the LLC at the 21 percent corporate rate and treats distributions to the foreign owner as dividends, which changes the withholding picture. Whether the election helps depends on the LLC’s income mix and any tax treaty, so it’s worth running past a tax adviser before filing.

Beneficial Ownership Reporting: What Changed in 2025

The Corporate Transparency Act originally required most US LLCs to report their beneficial owners to the Financial Crimes Enforcement Network. An interim final rule published on March 26, 2025, narrowed that sharply. Domestic entities — including a US LLC wholly owned by a foreign company — are now exempt from Beneficial Ownership Information reporting.⁸

Reporting now applies only to “foreign reporting companies,” meaning entities formed under foreign law that have separately registered to do business in a US state by filing with a Secretary of State or similar office.⁸ If the foreign parent registers itself in a state (not just forms a US LLC subsidiary), it must file a BOI report identifying beneficial owners who exercise substantial control or hold at least 25 percent. US person beneficial owners are exempt even for foreign reporting companies.⁹

Foreign reporting companies registered before March 26, 2025, had until April 25, 2025, to file. Those registering on or after that date have 30 calendar days from effective registration. Willful violations can bring civil penalties up to $591 per day (inflation adjusted) and criminal penalties of up to two years in prison and a $10,000 fine.⁹

Opening a US Bank Account

A US bank account is close to essential for operating the LLC, and it’s often the hardest step. Federal anti-money-laundering rules require banks to identify every beneficial owner holding 25 percent or more of an entity and to confirm the entity legally exists.¹⁰ Expect banks to ask for:

Certified Articles of Organization or Certificate of Formation, a certificate of good standing, and the operating agreement.
A valid passport for each beneficial owner, along with the owner’s taxpayer identification number (or foreign equivalent) and proof of a physical address.
The LLC’s EIN letter from the IRS.

Some large national banks won’t onboard foreign business customers remotely and require an in-person branch visit. Foreign owners should also plan for enhanced due diligence: extra questions about the source of funds, the nature of the business, and the countries involved.¹⁰ Smaller regional banks and digital platforms that specialize in international clients are often more workable than the largest institutions.

Ownership Is Not Work Authorization

Owning a US LLC does not give a foreign individual the right to live or work in the United States. A B-1 business visitor visa allows meetings and contract negotiations but does not authorize operating an established US business.¹¹ To actively work for or manage the LLC from inside the US, a foreign owner needs a work visa or other immigration status. Common paths include the E-2 treaty investor visa, which requires a qualifying nationality, substantial investment, and at least 50 percent ownership or operational control;¹² the L-1A intracompany transferee visa for executives and managers moving from a foreign office; the H-1B specialty occupation visa where the LLC acts as employer; and the EB-5 immigrant investor program (currently $800,000 in a targeted employment area or $1,050,000 otherwise, with 10 full-time US jobs created).

Passive ownership from abroad has no visa requirement at all. The distinction is what matters: you can own the LLC from anywhere; you can only work in it from inside the US with authorization.

Ongoing State Compliance

Most states require an annual or biennial report and a recurring fee, ranging from $0 in informational-only states to several hundred dollars where a minimum franchise tax applies. A few states also require newly formed LLCs to publish a formation notice in local newspapers, which can add several hundred to several thousand dollars in one-time costs. Missing a report deadline can lead to administrative dissolution, which suspends the LLC’s legal standing until the filings and late fees are cured.

If the LLC conducts business in states other than its state of formation, it usually has to register as a “foreign LLC” (foreign to that state, not foreign to the US) in each of them, with its own filing fee and registered agent. Tracking those recurring deadlines across states is one of the more common compliance failures for international owners new to the US system.

1
Trade.gov (SelectUSA Investor Guide). Business Structure – An Overview of Common Business Structures for Foreign Investors
2
Delaware Code Online. Delaware Code Title 6 Chapter 18 Subchapter I
3
Internal Revenue Service. Instructions for Form SS-4
4
Internal Revenue Service. Taxpayer Identification Numbers (TIN)
5
Internal Revenue Service. Instructions for Form 5472
6
Internal Revenue Service. Partnership Withholding
7
Internal Revenue Service. FIRPTA Withholding
8
Federal Register. Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension
9
Financial Crimes Enforcement Network. Frequently Asked Questions
10
Federal Deposit Insurance Corporation. Bank Secrecy Act, Anti-Money Laundering, and Office of Foreign Assets Control
11
U.S. Citizenship and Immigration Services. Options for Alien Entrepreneurs to Work in the United States
12
U.S. Citizenship and Immigration Services. E-2 Treaty Investors