Form 5471 Filing Guide: Who Must File, Deadlines, and Penalties

Summary Table

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Form 5471 is the Information Return of U.S. Persons With Respect to Certain Foreign Corporations. U.S. persons who own, control, or have specific relationships with foreign corporations must file Form 5471 annually, even if the foreign corporation has no income or activity.

Official IRS resources:

• About Form 5471
• Instructions for Form 5471 (Rev. December 2024)
• International Information Reporting Penalties

Last verified: November 2025

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Who Must File Form 5471

Form 5471 filers fall into specific categories based on their relationship with a foreign corporation. Each category has different filing requirements and schedules.

Filing Categories

Category 1 filers (Categories 1a, 1b, and 1c): U.S. shareholders of section 965 specified foreign corporations under the Tax Cuts and Jobs Act transition rules.

Category 2 filers: U.S. officers or directors of a foreign corporation in which a U.S. person acquires 10% or more of the stock, or an additional 10% or more of the stock.

Category 3 filers: U.S. persons who acquire stock in a foreign corporation that brings their ownership to 10% or more, or who acquire an additional 10% or more.

Category 4 filers: U.S. persons who had control (more than 50% of voting power or value) of a foreign corporation for at least 30 consecutive days during the foreign corporation's annual accounting period.

Category 5 filers: U.S. shareholders who own 10% or more of a controlled foreign corporation (CFC) at any time during the tax year. This splits into Category 5a (direct ownership) and Category 5b (constructive ownership through certain entities).

Reference: IRS Instructions for Form 5471 - Categories of Filers

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Filing Deadline

Form 5471 must be attached to the U.S. person's income tax return and filed by the due date of that return, including extensions.

For corporations filing Form 1120, the deadline is typically April 15 (or the 15th day of the 4th month after the end of the fiscal year).

For individuals filing Form 1040, the deadline is typically April 15.

For partnerships filing Form 1065, the deadline is typically March 15 (or the 15th day of the 3rd month after the end of the tax year).

Extensions: If you file an extension for your U.S. tax return (Form 7004 for corporations, Form 4868 for individuals), Form 5471 deadline extends with your return.

Reference: IRS Instructions for Form 5471 - When and Where to File

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Required Information and Schedules

Before beginning Form 5471, gather:

• Identification details of the foreign corporation (name, country of incorporation, address, tax year, EIN if any, reference ID number)
• U.S. person identification (name, taxpayer ID, address)
• Ownership percentage (direct, indirect, constructive) by U.S. persons
• Financial information of the foreign corporation (income statement, balance sheet, earnings and profits, functional currency)
• Transactions between U.S. persons and the foreign corporation
• Information for applicable schedules based on your filing category

Common Schedules Required

Schedule A: Stock of the foreign corporation
Schedule B: U.S. shareholders of the foreign corporation
Schedule C: Income statement of foreign corporation (functional currency and U.S. dollars)
Schedule E: Taxes paid, accrued, or deemed paid
Schedule F: Balance sheet of foreign corporation (functional currency and U.S. dollars)
Schedule G: Cost sharing arrangements (if applicable)
Schedule G-1: Cost sharing arrangement details
Schedule H: Current earnings and profits
Schedule I-1: Information for global intangible low-taxed income (GILTI)
Schedule J: Accumulated earnings and profits of controlled foreign corporation
Schedule M: Transactions between the foreign corporation and shareholders or other related persons
Schedule O: Organization or reorganization of foreign corporation, and acquisitions and dispositions of its stock
Schedule P: Previously taxed earnings and profits
Schedule Q: CFC income by CFC income groups
Schedule R: Distributions from a foreign corporation

Reference: Instructions for Form 5471

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Step-by-Step: Completing Form 5471

Step 1: Determine Your Category

Review the definitions of each category and determine which applies to you. You may need to file under multiple categories if you meet the requirements for more than one.

Step 2: Complete Page 1 - General Information

Enter your information as the filer, foreign corporation details, reference ID number, and check the box for your filing category. Complete items A through J as applicable.

Step 3: Complete Required Schedules

Based on your category, complete the required schedules. Follow the order specified in the instructions when attaching schedules.

For Category 4 and 5 filers, you must typically complete Schedules A, B, C, E, F, H, I-1, M, and O at minimum.

For Category 2 and 3 filers, filing requirements may be more limited but must include Schedule O.

Step 4: Address Functional Currency Translation

Report all amounts in functional currency and translate to U.S. dollars using appropriate exchange rates under U.S. GAAP. If the functional currency is U.S. dollars, complete only the U.S. dollars column.

Step 5: Review and Attach to Tax Return

Confirm all required schedules are complete. Attach Form 5471 and schedules to your U.S. income tax return in the order specified in the instructions.

Reference: Form 5471 PDF

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Penalties for Non-Compliance

Failure to file Form 5471 or to include complete and accurate information results in penalties under Internal Revenue Code Section 6038.

Initial Penalty

$10,000 for each annual accounting period for which the failure occurs, per foreign corporation.

Continuation Penalty

If you fail to file within 90 days after the IRS mails you a notice of failure, an additional penalty of $10,000 applies for each 30-day period (or fraction thereof) during which the failure continues.

The continuation penalty is capped at $50,000 per annual accounting period.

Total maximum penalty: $60,000 per foreign corporation per year ($10,000 initial plus $50,000 continuation).

Additional Penalties

Reduction of foreign tax credits: Under Section 6038(c), the IRS may reduce your foreign tax credit by 10% if you fail to file. If the failure continues 90 days or more after IRS notice, an additional 5% reduction applies for each 3-month period (or fraction thereof) during which the failure continues.

Penalties under Section 6046: If you fail to report required information on Schedule O (organization, reorganization, acquisition, or disposition), an additional $10,000 penalty applies per transaction. If the failure continues more than 90 days after IRS notice, an additional $10,000 penalty applies for each 30-day period.

Recent Developments: IRS Authority to Assess Penalties

Recent Tax Court cases (Farhy v. Commissioner and Mukhi v. Commissioner) have questioned the IRS's authority to administratively assess Section 6038(b) penalties. The courts held that the IRS must pursue civil action rather than administrative assessment to collect these penalties. However, the IRS continues to assess penalties administratively and taxpayers should not rely on this legal uncertainty as a compliance strategy.

Statute of Limitations

Under Section 6501(c)(8), if you fail to file Form 5471, the statute of limitations for assessment remains open indefinitely for your entire tax return until you provide the required information. Once filed, the statute extends for three additional years.

Reference: IRS International Information Reporting Penalties

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Special Considerations for Startups

Startups that establish foreign subsidiaries for international operations, intellectual property holding, or tax planning must evaluate Form 5471 filing requirements from day one.

A dormant or pre-revenue foreign subsidiary still triggers filing requirements if ownership or control thresholds are met.

Common Startup Scenarios

Scenario 1: U.S. corporation establishes a wholly-owned foreign subsidiary for international sales. The U.S. corporation is a Category 4 and Category 5a filer and must file Form 5471 annually.

Scenario 2: U.S. founder owns 15% of a foreign corporation through direct investment. The founder is a Category 3 filer in the year of acquisition and potentially a Category 5a or 5b filer if the foreign corporation is a CFC.

Scenario 3: U.S. startup licenses intellectual property to its foreign subsidiary. The intercompany licensing arrangement must be reported on Schedule M.

Controlled Foreign Corporation (CFC) Rules

If your foreign subsidiary is a CFC, U.S. shareholders with 10% or more ownership may face current taxation on certain categories of income (Subpart F income and GILTI) even if no distributions are made.

CFC status occurs when U.S. persons collectively own more than 50% of the voting power or value of a foreign corporation.

Constructive Ownership and Attribution Rules

Ownership includes direct, indirect (through entities), and constructive ownership (attribution from family members and related parties). These rules can unexpectedly trigger filing requirements.

Dormant Foreign Corporation Filing Relief

If your foreign corporation is dormant (no income, no assets, no activities), you may qualify for summary filing procedures under the dormant corporation rules, but Form 5471 is still required.

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How to Avoid Penalties: Compliance Strategies

1. Establish filing systems early to track ownership changes and intercompany transactions.
2. Use tax professionals familiar with international compliance.
3. File protectively if unsure of filing requirement.
4. Coordinate with tax return extensions using Form 7004 or Form 4868.
5. Request reasonable cause relief if late.
6. Use the IRS Delinquent International Information Return Submission Procedures if eligible.

Reference: Delinquent International Information Return Submission Procedures

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Frequently Asked Questions

Do I need to file Form 5471 if my foreign subsidiary has no income or activity?

Yes. The filing requirement is based on ownership and control thresholds, not profitability or activity level. A dormant foreign subsidiary still requires Form 5471 if you meet one of the filing categories.

What is the difference between Category 4 and Category 5 filers?

Category 4 requires control (more than 50%) for at least 30 days. Category 5 requires being a 10% U.S. shareholder of a CFC. You may be both. Category 4 focuses on control; Category 5 focuses on CFC income reporting.

Can my corporation file Form 5471 on my behalf if I own the foreign company through my corporation?

Possibly. If you own the foreign corporation through a U.S. corporation that files Form 5471, you may qualify for the constructive ownership exception. Attach a statement identifying the corporation that filed on your behalf.

What happens if I miss the filing deadline?

File as soon as possible. The $10,000 penalty applies, but reasonable cause abatement may be requested. Include a statement explaining the late filing.

Do intercompany loans between my U.S. startup and foreign subsidiary need to be reported?

Yes. Intercompany loans, advances, interest payments, and licensing fees must be reported on Schedule M.

What is GILTI and does it apply to startups?

Global Intangible Low-Taxed Income (GILTI) is income that U.S. shareholders of CFCs must include annually, even if undistributed. Startups with profitable foreign subsidiaries may have GILTI inclusions.

Can I file Form 5471 electronically?

Yes. Form 5471 can be e-filed with your tax return through IRS-approved tax software or a tax professional.

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Form 5471 vs. Other International Forms

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