The short answer
Form 5471 is filed by U.S. citizens, residents and U.S. entities with certain ties to a foreign corporation: officers or directors when a U.S. person acquires 10%, people who cross the 10% line or become U.S. persons while holding it, owners with more than 50% control, and 10% shareholders of a controlled foreign corporation. It is attached to the income tax return.
What is Form 5471?
Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, is an information return. It does not calculate a tax by itself. It tells the IRS that a U.S. person is an officer, director or shareholder of certain foreign corporations, and it carries that company's key financial data. The IRS uses it to satisfy the reporting rules in sections 6038 and 6046 of the Internal Revenue Code.
That distinction explains why so many people miss it. It is natural to assume that if there is no tax to pay, there is nothing to file. With this form the logic runs the other way: what the IRS needs is the information, so the penalty for not providing it exists even if the company earned nothing.
A separate Form 5471, with its schedules, is completed for each foreign corporation that triggers the requirement. When a required schedule has only zero amounts, the instructions still ask you to file it.
Who must file Form 5471?
Two conditions must both be true. First, you are a U.S. person. For individuals, that generally means a U.S. citizen or a resident for tax purposes. Residence can come from a green card or from the substantial presence test, which counts days in the country: at least 31 days in the current year and 183 days over three years, using a weighted formula. Many people become tax residents without ever deciding to.
Second, you have one of the relationships with a foreign corporation described in the filer categories below. Whether your company back home counts as a corporation for U.S. purposes is its own question. U.S. regulations treat some foreign entity types as corporations automatically; the list includes, for example, the sociedad anónima of Colombia, Mexico, Chile, Argentina and Venezuela. Other entity types follow default rules or an election made with the IRS. That classification is part of the work, because it decides which form applies.
The requirement does not depend on whether the company made money. It depends on your status and on your relationship with the company.
What are the five filer categories, in plain words?
The Instructions for Form 5471 (revised December 2025) sort filers into five categories. One person can fall into more than one, and each category asks for different schedules.
| Category | In plain words |
|---|---|
| 1 | A U.S. shareholder (10% or more of the vote or value) of a section 965 specified foreign corporation. This category is tied to section 965 of the Internal Revenue Code and continues while certain section 965 earnings remain reportable. |
| 2 | A U.S. citizen or resident who is an officer or director of a foreign corporation when a U.S. person acquires 10% or more of its stock, or an additional 10%. |
| 3 | A U.S. person who acquires stock that brings their ownership to 10% or more, who sells enough to drop below 10%, or who becomes a U.S. person while already holding 10% or more. |
| 4 | A U.S. person who controlled the foreign corporation during its accounting year, meaning more than 50% of the voting power or more than 50% of the value of its stock. |
| 5 | A U.S. shareholder (10% or more of vote or value) of a controlled foreign corporation, which is a foreign corporation more than 50% owned by U.S. shareholders, who held the stock on the last day it was controlled. |
Category 3 deserves a second look from anyone who moved to the United States: becoming a U.S. person while owning 10% or more of a foreign company is itself a reporting event. Ownership can also be indirect or constructive, which means shares held by certain relatives or entities can count as yours. The instructions list exceptions too, for example for some constructive owners when another U.S. person files the same information.
When is Form 5471 due?
Form 5471 does not have its own filing date. The instructions say to attach it to your income tax return and file both by the due date of that return, including extensions. If you extend the return, the form travels with it.
For most individuals that means the April filing due date, or October 15 with an automatic extension requested on Form 4868 or through an extension payment, as the IRS explains on its extension page. U.S. citizens and resident aliens living outside the country on the regular due date may get an automatic two-month extension.
If the return goes in late, the form goes in late with it. For a dormant foreign corporation, as defined in Rev. Proc. 92-70, the IRS allows a summary filing that completes only page 1 of the form, but that summary is still filed with the return.
What is the penalty for not filing Form 5471?
As stated today in the instructions and on the IRS page on international information reporting penalties:
- $10,000 for each annual accounting period of each foreign corporation for which the required information is not furnished on time.
- If the information is still missing 90 days after the IRS mails a notice, an additional $10,000 for each 30-day period, or fraction of one, while the failure continues, up to $50,000 more per failure.
- A 10% reduction in the foreign taxes available for credit, with further reductions if the failure continues after the IRS notice.
- Similar $10,000 penalties, with the same continuation rule, for the section 6046 information on ownership changes. Criminal penalties may also apply.
There is a less visible effect that often matters more. Under section 6501(c)(8), as the Internal Revenue Manual explains, when required international information is not provided, the period to assess tax on related items of that return can stay open until three years after the information is furnished. A year you thought was closed may still be open.
The instructions also point to limited relief in certain cases, such as waivers described in Rev. Proc. 2019-40 for some filers. Whether anything like that fits a specific situation is a professional review, not something an article can settle.
How does Form 5471 relate to the FBAR and Form 8938?
They are three different filings, sent to two different agencies:
| Filing | What it reports | Filed with | When |
|---|---|---|---|
| Form 5471 | Your relationship with certain foreign corporations and their financial data | IRS, attached to your income tax return | Return due date, including extensions |
| Form 8938 | Specified foreign financial assets above set thresholds | IRS, attached to your income tax return | Return due date, including extensions |
| FBAR (FinCEN Form 114) | Foreign financial accounts when their combined value exceeds $10,000 at any time in the year | FinCEN, electronically through the BSA E-Filing System, not with the tax return | April 15, automatic extension to October 15 |
They often travel together. Under FinCEN's FBAR rules, owning more than 50% of a corporation gives you a financial interest in its foreign accounts, and being able to sign on the company's accounts can count as signature authority. On the other side, the instructions say items already reported on Form 5471 do not have to be reported again on Form 8938. Solving one of the three and leaving the others is stopping halfway.
What if you should have filed in past years?
There are official paths. The IRS Streamlined Filing Compliance Procedures are for individuals who can certify that their failure to report income, pay tax and submit information returns, including FBARs, was not willful. For people living in the United States, the domestic version covers amended returns for the last three years, with all required information returns such as Form 5471, delinquent FBARs for the last six years, and a 5% miscellaneous offshore penalty. The certification is signed under penalties of perjury, and the procedures are not available once the IRS has opened a civil examination of any year.
When the IRS has not contacted you and you are not under examination or investigation, the Delinquent International Information Return Submission Procedures describe filing the missing returns through normal procedures, generally attached to an amended return, with a reasonable cause statement where it applies. The IRS notes that penalties may still be assessed.
The order matters. Choosing a path before filing anything, with a CPA and your documents on the table, is usually more useful than sending late forms one at a time.
Key takeaways
- Form 5471 is an information return: no tax by itself, but a $10,000 base penalty per corporation per year if missing.
- Five filer categories turn on being a U.S. person plus 10% ownership, more than 50% control or an officer role.
- It is attached to your income tax return and follows its due date, including extensions.
- It is separate from the FBAR (FinCEN) and Form 8938 (IRS), and owners often need all three.
Frequently asked questions
Does Form 5471 mean I owe tax?
Not by itself. It is an information return. Owning part of a foreign corporation can bring other U.S. rules into play that do create tax, and which ones apply depends on your ownership, the company's income and its classification.
My company abroad is inactive. Do I still need to file Form 5471?
The requirement does not depend on profits. For a dormant foreign corporation, as defined in Rev. Proc. 92-70, the IRS allows a shorter summary filing that completes page 1 of the form, and it is still filed with your return.
How many Forms 5471 do I file?
One for each foreign corporation for which you meet a filer category, for each year you meet it. Two companies mean two forms.
Is Form 5471 the same as the FBAR?
No. Form 5471 goes to the IRS with your income tax return. The FBAR reports foreign accounts to FinCEN through the BSA E-Filing System. Many owners of foreign companies need both, and sometimes Form 8938 as well.
What is the penalty for not filing Form 5471?
The IRS lists $10,000 for each annual accounting period of each foreign corporation, plus $10,000 for each 30 days the failure continues more than 90 days after an IRS notice, up to $50,000 more. The related tax year can also stay open for assessment.
Sources
Talk it through with the team
If you own or manage a company outside the United States, you can talk with our team about which of these filings may apply to you.
General information, not tax, legal or immigration advice for your situation. Figures and dates were checked on official sources on the date shown and can change; a licensed CPA has not yet reviewed this draft. MTroncone CPA is not affiliated with the IRS or any government agency.
