IRS Form 1120 (and pro forma Form 1120)

The federal corporate income tax return. The pro forma version is filed by foreign-owned single-member LLCs alongside Form 5472.

Definition

Form 1120 is the US federal corporate income tax return. Filed by Delaware C-Corporations to report income, deductions, credits, and tax owed. The pro forma Form 1120 is a near-blank version filed by foreign-owned single-member US LLCs solely to provide a filing vehicle for the attached Form 5472. The pro forma Form 1120 itself reports the LLC's identifying information but no income-tax computation.

Context

For foreign-owned single-member Delaware LLCs treated as disregarded entities, the federal filing each year is Form 5472 + pro forma Form 1120, due April 15. The pro forma Form 1120 is structurally required even though it produces no federal income tax owed at the entity level.

Example

A Bangladeshi founder's single-member Delaware LLC files Form 5472 + pro forma Form 1120 each year by April 15. The pro forma Form 1120 includes the LLC's name, EIN, address, and the tax year covered. Most lines are blank or marked N/A. The Form 5472 attached carries the actual disclosure.

Common pitfalls

Filing Form 5472 alone without the pro forma Form 1120 is not compliant.
The pro forma Form 1120 must be marked appropriately to distinguish it from a full corporate return.
CPA fees for the pro forma Form 1120 + Form 5472 package typically run $200-$500 per year.

What is Form 1120 and why does a foreign-owned single-member LLC file it?

Form 1120 is the United States federal corporate income tax return. In its ordinary use, a Delaware C-Corporation files it to report income, deductions, credits, and the federal tax it owes. If you formed a C-Corporation, this is the form your accountant would use to calculate a corporate tax bill. But that is not the version most non-resident founders encounter. The version that matters to a foreign-owned single-member Delaware LLC is the pro forma Form 1120, which is a near-blank copy filed for a completely different purpose.

A single-member LLC owned by one non-resident person is, by default, a disregarded entity for federal tax purposes. That means the IRS does not treat the LLC as a separate taxpayer and does not expect it to compute corporate income tax on Form 1120. Yet the law still requires the LLC to file an information return called Form 5472 when it has reportable transactions with its foreign owner. Form 5472 cannot be mailed on its own. It must travel attached to a Form 1120, and so the pro forma Form 1120 exists purely as the envelope or filing vehicle that carries the Form 5472 to the IRS.

Understanding this distinction early saves a lot of confusion. You are not running a corporation, you are not paying corporate tax, and you are not doing the full Form 1120 math. You are using a stripped-down copy of a corporate form to satisfy an information-reporting rule. The substance of your disclosure lives in the attached Form 5472, and the pro forma Form 1120 simply identifies your LLC and the tax year so the IRS can process the package correctly.

How does the pro forma Form 1120 differ from a real corporate return?

A full Form 1120 filed by a C-Corporation is dense with figures. It walks through gross receipts, cost of goods sold, salaries, rent, depreciation, taxable income, and the resulting tax. A pro forma Form 1120 filed by a disregarded single-member LLC does almost none of that. The word pro forma here signals that the form is being submitted as a matter of form rather than as a substantive tax computation. Most of the income and deduction lines stay blank or are marked not applicable, because the LLC is not the federal taxpayer and has no corporate income to report.

What the pro forma Form 1120 does carry is identifying information. It states the LLC name exactly as registered in Delaware, the Employer Identification Number, the mailing address, and the tax year being covered. At the top of the form the filer writes a notation indicating that the form is a foreign-owned US disregarded entity filing, which tells the IRS this is not a standard corporate return and prevents the agency from expecting a tax payment or treating a blank return as deficient. This notation is the practical signal that distinguishes the two uses.

Because so little of the form is completed, the pro forma Form 1120 by itself communicates very little. The disclosure that the IRS actually wants sits inside the attached Form 5472, where the LLC reports money that moved between it and its foreign owner or other related parties. Think of the pro forma Form 1120 as the cover page and the Form 5472 as the document. Both must be present for the filing to count, and submitting either one without the other creates a compliance gap.

When is the pro forma Form 1120 due and how is it filed?

For a calendar-year single-member LLC, the Form 5472 plus pro forma Form 1120 package is due April 15 of the following year. If your LLC operates on the standard January to December tax year, the 2026 reporting year package is due April 15, 2027. The deadline tracks the normal corporate filing date because the vehicle is a corporate form, even though no corporate tax is being calculated. Marking the correct tax year on the pro forma Form 1120 matters, because the IRS uses it to know which reporting period the attached disclosure covers.

The filing method is different from most federal returns that founders file electronically. The Form 5472 plus pro forma Form 1120 package for a foreign-owned disregarded entity is generally submitted by fax or by mail to a specific IRS service center, not through standard online tax software meant for individuals. This surprises many first-time filers who expect to click submit in a consumer tax product. Keeping the fax confirmation or mailing receipt is sensible because it is your evidence that the package was sent on time.

If you need more time, Form 7004 requests an automatic extension that moves the filing deadline from April 15 to October 15 for a calendar-year filer. An extension of time to file is not an extension of time to pay any tax that might be owed elsewhere, but since the disregarded LLC owes no entity-level federal tax through this package, the practical effect of Form 7004 here is simply more time to assemble records. The extension request itself must be filed before the original April 15 deadline to be valid.

What is the $25,000 penalty and how is it triggered?

The penalty that makes this filing so important is tied to Form 5472, not to the pro forma Form 1120 standing alone. Failing to file a required Form 5472, or filing it incomplete or late, can trigger a penalty of $25,000. Because the Form 5472 must be attached to a pro forma Form 1120, a failure to file the pro forma Form 1120 effectively means the Form 5472 was never properly filed either, and the same penalty exposure follows. The two are joined at the hip for compliance purposes.

The size of the penalty often shocks non-resident founders who assume that a dormant or low-revenue LLC has nothing to report. The obligation is driven by reportable transactions between the LLC and its foreign owner, and those transactions include very ordinary events. Money you contribute to capitalize the LLC, money you withdraw, and amounts the LLC pays on your behalf can all count. A young LLC that earned little or no profit can still have a clear Form 5472 obligation and clear penalty exposure if it ignores the filing.

The penalty is not automatically forgiven simply because no tax was due. The reporting requirement is an information requirement, separate from any income-tax liability. This is a common and costly misunderstanding. A founder who reasons that because the LLC owes no tax there is nothing to file can walk straight into a $25,000 assessment. Treating the Form 5472 plus pro forma Form 1120 package as a mandatory annual chore, regardless of profit, is the safer posture.

A worked example for a Bangladeshi founder's single-member LLC

Consider a founder living in Dhaka who forms a single-member Delaware LLC to sell software to US customers. The LLC is a disregarded entity by default, so the founder is the federal taxpayer and the LLC itself computes no corporate tax. During the year the founder wires money from a personal account to capitalize the LLC, and later takes some funds back out as the business stabilizes. Each of those movements between the foreign owner and the LLC is a reportable transaction for Form 5472 purposes.

When April arrives, the founder prepares a pro forma Form 1120 that lists the LLC name as registered in Delaware, its EIN, its US mailing address, and the tax year covered. Most of the income and deduction lines are left blank or marked not applicable, and the top of the form carries the foreign-owned disregarded entity notation. Attached to it is the completed Form 5472 that reports the capital contribution and the withdrawal as related-party transactions. The package goes to the IRS by the prescribed fax or mail method by April 15.

The result is that the founder has satisfied the annual federal information-reporting obligation without paying any entity-level federal tax through this package. The pro forma Form 1120 produced no tax computation, which is exactly what should happen for a disregarded entity. The Form 5472 carried the real disclosure. Separately, the founder still considers personal tax obligations in their own country and any US obligations tied to the nature and source of the income, which are distinct questions from this filing.

How does Form 1120 connect to Form 5472?

Form 5472 is the Information Return of a 25 Percent Foreign-Owned US Corporation or a Foreign Corporation Engaged in a US Trade or Business. Through a Treasury regulation, a foreign-owned single-member US LLC that is a disregarded entity is treated as a corporation for the limited purpose of this reporting requirement. That treatment is what pulls the LLC into the Form 5472 world even though it pays no corporate tax. The pro forma Form 1120 is the mechanism that lets the LLC, which is normally invisible, attach and submit that Form 5472.

The relationship is one of vehicle and cargo. Form 5472 is the cargo that the IRS wants to receive, and the pro forma Form 1120 is the vehicle that legally carries it. Neither works alone. A Form 5472 with no pro forma Form 1120 has no recognized filing vehicle, and a pro forma Form 1120 with no Form 5472 carries no disclosure. The IRS expects to receive them together as a single stapled or faxed package, identified by the same EIN and tax year.

This pairing also explains why founders often see the two forms named together in guides and pricing. A CPA who quotes for the annual package is quoting for the combined Form 5472 plus pro forma Form 1120 work, because preparing one without the other would not produce a compliant filing. When you read related material on this site about Form 5472, the single-member disregarded entity, or the foreign owner reporting rules, you are reading about the other half of the same obligation.

Does a dormant or zero-revenue LLC still file Form 1120?

Many founders form a Delaware LLC, never get the business moving, and assume that an inactive entity has no filing duties. For the Form 5472 plus pro forma Form 1120 package, that assumption is risky. The trigger for filing is the presence of reportable transactions with the foreign owner or related parties, not the presence of profit. An LLC that simply received a capital contribution from its non-resident owner during the year has had a reportable transaction, even if it never sold anything.

Consider an LLC that the founder funded with a small amount to cover the formation fees and the first year of expenses. The money flowing from the foreign owner into the LLC, and any amounts the LLC paid that benefited the owner, can be reportable. In that situation the LLC files the package even though it produced no revenue. Conversely, an LLC with truly no transactions of any kind between the entity and its owner during the year may have no Form 5472 obligation, but founders should examine the facts carefully rather than assume.

Because the line between a reportable and a non-reportable year can be subtle, the cautious approach for an inactive LLC is to review every flow of money in and out and to default to filing when in doubt. The cost of preparing the package is small relative to the $25,000 penalty for missing a required filing. An LLC that the founder intends to keep dormant for a while should still treat each year as a fresh assessment of whether the package is due.

How does this filing fit with Delaware formation and the franchise tax?

It helps to separate the federal information filing from the state-level Delaware obligations, because founders often blend them together in their minds. Forming the LLC in Delaware involves a one-time state filing, and on this site the formation fee referenced is $110 to register the entity. That is a state matter handled at the start. The pro forma Form 1120 and Form 5472, by contrast, are federal documents filed each year with the IRS and have nothing to do with the Delaware Division of Corporations.

Delaware also charges an annual LLC franchise tax of $300, due June 1 each year. This is a flat state fee that keeps the LLC in good standing in Delaware, and it is owed regardless of whether the LLC made money. Founders sometimes confuse the June 1 Delaware franchise tax with the April 15 federal Form 5472 plus pro forma Form 1120 deadline. They are two different obligations, to two different governments, with two different due dates, and meeting one does not satisfy the other.

Keeping a simple annual calendar prevents missed deadlines. April 15 is the federal package date for a calendar-year LLC, extendable to October 15 with Form 7004. June 1 is the Delaware franchise tax date. The free EIN obtained earlier with Form SS-4, which takes roughly 8 to 10 business days for a non-resident applicant without an SSN, is the identifier that ties the federal filings to your specific LLC. Seeing all of these as parts of one yearly routine keeps the LLC compliant on both the state and federal sides.

How does the EIN relate to filing Form 1120?

The Employer Identification Number is the federal tax identifier for your LLC, and it is the number written on both the pro forma Form 1120 and the attached Form 5472. Without an EIN, you cannot complete the package, because there is no identifier for the IRS to associate the filing with your entity. For this reason, obtaining the EIN is an early and necessary step in the life of a foreign-owned LLC, well before the first April 15 filing comes around.

Non-resident founders without a US Social Security Number obtain the EIN by filing Form SS-4 with the IRS. The EIN itself is free directly from the IRS, and for a non-resident applicant the processing time runs roughly 8 to 10 business days, often by fax. Be cautious of services that imply the number costs money on its own, because the government does not charge for issuing it. What a service charges for is the preparation and submission work, not the EIN.

Once issued, the EIN stays with the LLC for its life and appears on every annual Form 5472 plus pro forma Form 1120 package, on bank applications, and on other federal paperwork. Consistency matters. The name and EIN on the pro forma Form 1120 should match the LLC name registered in Delaware and the EIN exactly as the IRS issued it, so the agency can cleanly match the filing to your entity record and the attached disclosure.

How does banking interact with the Form 5472 transactions you report?

The transactions that drive your Form 5472 disclosure usually flow through the LLC business bank account. Non-resident founders commonly open accounts with providers such as Mercury, Wise, Relay, Lili, or Payoneer, which serve internationally owned US LLCs. When you move money from your personal funds into the LLC account to capitalize it, or pull funds back out to yourself, those movements between you and the LLC are the related-party transactions that the attached Form 5472 reports.

Because of this link, clean bank records make the annual package far easier to prepare. If the LLC account keeps the personal-to-business contributions, the business-to-personal withdrawals, and the ordinary operating activity clearly separated, identifying the reportable owner transactions becomes straightforward. Mixing personal spending through the LLC account muddies the picture and makes it harder to know which amounts belong on Form 5472. Treating the business account strictly as the LLC's own money is good hygiene for this reason.

It is worth remembering that the pro forma Form 1120 itself does not report these bank flows. The form stays near blank. The bank-driven detail lives in the Form 5472. So when you reconcile your accounts at year end, you are gathering the data for the attached information return, which then rides to the IRS inside the pro forma Form 1120 vehicle. Good banking records feed the disclosure, even though the cover form shows none of them.

What does the BOI reporting change mean for this filing?

Beneficial ownership information reporting under the Corporate Transparency Act was, for a time, a separate federal concern that founders had to track alongside their tax filings. Under a FinCEN interim final rule issued March 26, 2025, US-formed LLCs are exempt from the BOI reporting requirement. That means a Delaware LLC formed by a non-resident is, under that rule, not obligated to file the beneficial ownership report that once worried many founders. This is a different agency and a different rule from the IRS information filing.

It is important not to let the BOI exemption blur into the Form 5472 picture. The two are unrelated obligations to unrelated bodies. BOI reporting was a FinCEN matter about who ultimately owns and controls the entity. The Form 5472 plus pro forma Form 1120 package is an IRS matter about money flowing between the LLC and its foreign owner. The March 26, 2025 exemption affects the former and leaves the latter completely untouched. Your annual IRS package is still due whether or not BOI applies.

Founders sometimes hear that filing requirements were relaxed and wrongly conclude that their IRS obligations softened too. They did not. The pro forma Form 1120 and Form 5472 requirement, and the $25,000 penalty behind it, remain in force for foreign-owned single-member LLCs with reportable transactions. The safe reading is that one specific FinCEN burden was lifted for US-formed entities while the IRS information-reporting regime continued as before.

What does it cost to handle Form 1120 and the related package?

There are two cost layers worth separating. The first is the work to get the package prepared and filed correctly each year. Many CPAs who serve non-resident founders charge in the range of $200 to $500 per year for the combined Form 5472 plus pro forma Form 1120 package, depending on the complexity of the reportable transactions and the state of the records. That fee buys accurate preparation and the peace of mind of avoiding the $25,000 penalty for a missed or botched filing.

The second layer is the formation and setup economics, which are separate from the annual federal filing. On this site the formation fee referenced is $110 to register the Delaware LLC, and there is a one-time $297 service charge for the setup package. The EIN itself is free from the IRS, obtained with Form SS-4. The Delaware franchise tax of $300 is an annual state cost due June 1. None of these are the federal filing fee, because the IRS does not charge a fee to receive your Form 5472 plus pro forma Form 1120 package.

Weighing these numbers helps founders budget realistically. The recurring obligations are the franchise tax of $300 each June 1 and the cost of the annual federal package, set against the one-time formation and setup outlays. For a founder running the LLC carefully, the annual federal package fee is modest insurance against a penalty many times larger. Skipping the filing to save a few hundred dollars is the kind of false economy that the $25,000 figure is designed to discourage.

Common misunderstandings about Form 1120 for non-residents

The first misunderstanding is that the pro forma Form 1120 calculates tax. It does not. For a disregarded single-member LLC it is a near-blank form that produces no entity-level federal income tax, and treating it as a real corporate return leads founders to overcomplicate it or to fear a tax bill that is not there. The form is a vehicle, and the tax questions that do apply to a non-resident are answered through their personal situation and the source of the income, not through this form.

The second misunderstanding is that filing Form 5472 by itself is enough. It is not. Filing Form 5472 alone without the pro forma Form 1120 is not compliant, because the Form 5472 has no recognized filing vehicle on its own. The reverse is also true. A pro forma Form 1120 sent without an attached Form 5472 carries no disclosure and does not satisfy the requirement. The two travel together or the filing fails.

The third misunderstanding is that no profit means no filing. The obligation is driven by reportable related-party transactions, not by income, so a dormant or unprofitable LLC that received a capital contribution from its foreign owner can still owe the package. A fourth is conflating the April 15 federal date with the June 1 Delaware franchise tax date. Keeping these facts straight, and remembering that this is general information rather than legal or tax advice, helps a non-resident founder stay on the right side of the rules.

How does Form 1120 relate to other terms in this glossary?

The closest relatives of this term are Form 5472, the single-member disregarded entity, and the disregarded entity classification. Form 5472 is the disclosure that the pro forma Form 1120 carries. The single-member disregarded entity is the tax status that makes the pro forma Form 1120 near blank, because the LLC is invisible for federal income tax and its income flows to the owner. Reading those entries alongside this one gives the full shape of the annual federal obligation for a foreign-owned LLC.

Two procedural terms also connect closely. Form 7004 is the extension request that can push the April 15 package deadline to October 15 for a calendar-year filer, useful when records take time to gather. Form 2553, the S-corporation election, sits at the edge of this topic because S-corporation treatment is not available to non-residents, so a foreign-owned LLC generally cannot elect it. Knowing what is unavailable is as useful as knowing what is required, and it explains why the disregarded-entity path with the pro forma Form 1120 is the standard route.

Finally, the state-side terms round out the picture. The Delaware certificate of formation and the operating agreement govern how the LLC is created and run, while the franchise tax governs its annual standing in Delaware. The federal pro forma Form 1120 and Form 5472 package operates on a parallel track with the IRS. Seeing how these state and federal threads run side by side, each with its own forms, fees, and deadlines, gives a non-resident founder a coherent map of the LLC's yearly compliance life.

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