What Counts as a U.S. LLC? IRS Rules for Foreign Owners (Form 5472)

What Makes a Business a U.S. LLC?

A business is generally considered a U.S. LLC if it was formed by filing Articles of Organization with a U.S. state. This is the key distinguishing factor the IRS uses to determine whether your entity qualifies as a domestic LLC.

The formation document — typically called the Articles of Organization or Certificate of Formation — is filed with the Secretary of State in your chosen state. Popular states for LLC formation include Delaware, Wyoming, New Mexico, and Florida, each offering different advantages for foreign business owners.

Online Formation Services Still Create U.S. LLCs

Many foreign entrepreneurs form their U.S. LLC through online platforms like Stripe Atlas, Firstbase, or doola. Even though these platforms handle the paperwork on your behalf, the resulting entity is still a U.S. LLC in the eyes of the IRS. The platform is simply acting as your registered agent, filing the formation documents with the state on your behalf.

The method of formation does not change the legal status of your company. Whether you personally filed the Articles of Organization or a service did it for you, the LLC is treated identically by the IRS.

Why This Matters for Tax Filings

If your LLC is classified as a U.S. LLC and you are a foreign owner, you are required to file Form 5472 along with a pro forma Form 1120 each year. The IRS imposes a $25,000 penalty per form, per year for failure to file — regardless of whether your LLC earned any income. Understanding whether your business counts as a U.S. LLC is the first step in determining your filing obligations.