Foreign-Owned US LLC: Your Annual Compliance Calendar
The recurring obligations of a single-member US LLC owned by a non-US resident in Wyoming, Delaware or New Mexico: who it is owed to, when it falls due, what the government charges, what happens if you miss it, and what is optional.
Once your US LLC exists, its yearly obligations come from four separate places, and each one runs on its own rules and its own dates:
- The state where the LLC was formed: an annual report and license tax in Wyoming, a $400 annual tax in Delaware, and a registered agent in every state.
- The IRS: Form 5472 attached to a pro forma Form 1120 whenever the LLC had a "reportable transaction" with you or another related party during the year. In practice that is any year in which money moves between you and the LLC, and almost always the first.
- FinCEN: nothing for an LLC formed in a US state, an exemption in place since March 2025 and made permanent by the final rule of 14 August 2026.
- Your bank and payment providers: information and re-verification requests, on their schedule, not the government's.
Then there is a fifth place this article cannot answer for you: your home country. What you report there is a question for a local accountant.
This calendar is for a non-US owner of a single-member LLC in Wyoming, New Mexico or Delaware, in its first year or about to form one. Government figures were checked on 29 October 2026. It is general information, not tax or legal advice.
The master table
| Obligation | Owed to | When | Government charge (checked 29 Oct 2026) | If missed |
|---|---|---|---|---|
| Wyoming annual report + license tax | Wyoming Secretary of State | 1st day of the formation anniversary month; can file up to 120 days early | $60, or $0.0002 per dollar of Wyoming assets if greater; card convenience fee online | Delinquent on the 2nd of the next month; dissolved if not filed within 60 days |
| Delaware annual LLC tax | Delaware Division of Corporations | By 1 June, for the prior year; no annual report | $400, not prorated | $200 penalty plus 1.5% interest a month |
| New Mexico | New Mexico Secretary of State | No routine annual report in Foundlie's state data; confirm with the state | None routinely, on the same data | Confirm with the state |
| Registered agent renewal | Your agent (the state requires one) | Your agent's renewal date, often the formation anniversary | None; the agent's market price (Foundlie's is on the pricing page) | In Wyoming, losing the agent is a ground for dissolution; $350 to reinstate |
| Form 5472 + pro forma Form 1120 | IRS | 15 April for a calendar year; Form 7004 by then adds six months | Preparation cost only; varies | $25,000 penalty per form |
| BOI report | FinCEN | Not required for a US-formed LLC | None | Not applicable; a FinCEN ID you hold must be kept current |
| Bank and payment-provider requests | The bank or provider | Whenever they ask | None | The provider's terms decide; can include limits on the account |
The sections below give the exact rule behind each row and the source for it.
A worked example: formed 15 May 2026 in Wyoming
This is an illustration, not a schedule for your company. Your own dates depend on your formation date, your tax year and your contracts. It assumes a calendar tax year and an owner who paid the formation costs and put money into the LLC's account in 2026.
| Date | What happens | Who it is owed to |
|---|---|---|
| 15 May 2026 | LLC formed; the registered agent's first year starts | Wyoming; your agent |
| After formation | EIN issued; you fund the account. Your paying the formation costs and funding the LLC are Part V transactions for tax year 2026 | IRS (keep the records) |
| 31 Dec 2026 | Tax year 2026 ends | IRS |
| 1 Jan 2027 | Earliest date to file the first Wyoming annual report (120 days before it is due) | Wyoming |
| ~2 Mar, 1 Apr, 21 Apr 2027 | Wyoming's courtesy reminder emails, 60, 30 and 10 days before the due date | Wyoming |
| 15 Apr 2027 | Form 5472 with pro forma Form 1120 for tax year 2026 due, or Form 7004 filed by this date | IRS |
| 1 May 2027 | First annual report and license tax due. It falls on a Saturday, so plan to file in April | Wyoming |
| 15 May 2027 | Registered agent renewal, if your contract runs from the formation date | Your agent |
| 2 Jun 2027 | If the report is still unfiled, the LLC is delinquent | Wyoming |
| After 30 Jun 2027 | Still unfiled 60 days after the due date: administrative dissolution | Wyoming |
| 15 Oct 2027 | Extended deadline for the 2026 return, if Form 7004 was filed | IRS |
From then on the cycle repeats each year: the Form 5472 for the previous tax year in April, the Wyoming report by 1 May, the agent renewal in May.
The same LLC in Delaware. Delaware's tax is not prorated, so an LLC formed on 15 May 2026 owes the full $400 for 2026, due on or before 1 June 2027. No annual report is filed. The IRS dates and the agent renewal are the same as above.
The same LLC in New Mexico. On Foundlie's state data there is no routine annual report or state fee to add; confirm that with the New Mexico Secretary of State. The registered agent renewal and the IRS dates still apply.
The state: annual report, tax and registered agent
State obligations come from the law of the state where the LLC was formed. They keep the LLC in good standing; they do not settle anything with the IRS. If you are still choosing a state, Wyoming vs Delaware vs New Mexico compares them side by side.
Wyoming
The Wyoming Secretary of State's business FAQ sets out the rule:
- Who: every business entity, domestic and foreign, files an annual report and pays a license tax to remain in good standing.
- When: on the first day of the anniversary month of formation, each year. A report may be filed up to 120 days before its due date. For an LLC formed on 15 May 2026, the first report is due on 1 May 2027.
- How much: $60, or two-tenths of one mill on the dollar ($0.0002) of assets located and employed in Wyoming, whichever is greater. An LLC with $300,000 or less of such assets pays $60. Filing online adds a convenience fee charged by the payment processor.
- How: online through the Annual Report Wizard, paying by Visa or Mastercard. You need the LLC's Secretary of State filing ID, which the state's entity search shows.
- Reminders: the state sends courtesy emails 60, 30 and 10 days before the due date to the email address on file, from SOS_AnnualReports@wyo.gov. Keep that address current.
- If missed: the LLC is deemed delinquent on the second day of the month after the due date. If the report is not filed within 60 days after the due date, the LLC is administratively dissolved. An entity dissolved for not filing within the past two years, with no other delinquencies, can reinstate online; Wyoming law does not allow reinstatement after two years. The fee schedule effective 1 July 2026 lists a $100 fee for reinstatement for tax.
Our Wyoming annual report guide covers the due date, the fee and the filing in more detail.
Delaware
The Division of Corporations' tax instructions say that every domestic and foreign LLC formed or registered in Delaware pays an annual tax of $400, and that no annual report is filed. The tax for the prior year is due on or before 1 June. A late payment adds a $200 penalty plus 1.5% interest per month on the tax and penalty, and there is no proration.
The $400 figure comes from HB 400, whose changes to the LLC annual tax took effect on 1 January 2026, so the 2026 tax is due by 1 June 2027. Because the tax is not prorated, an LLC formed in December still owes the full year.
New Mexico
Foundlie's cost data and state comparison treat New Mexico as having no routine annual report and no annual state fee for an LLC. Confirm the current requirement for your LLC with the New Mexico Secretary of State before relying on it. A registered agent is still required.
The registered agent, in every state
All three states require the LLC to keep a registered agent in the state, and the role is continuous, not a one-time purchase. In Wyoming, losing the agent is itself a ground for dissolution: the fee schedule charges $350 for "Reinstatement for No Registered Agent", against $100 for reinstatement for tax.
There is no government fee for the agent. You pay the agent's price, which differs between providers and between the first year and renewal. Foundlie's own renewal price is on the pricing page. If you are unsure what the agent's address can and cannot be used for, read registered agent vs virtual address vs business address.
This calendar covers the formation state only. If the LLC has employees, an office, inventory or other physical presence in another US state, that state may have its own registration and filings; check them with a professional.
The IRS: Form 5472 with a pro forma Form 1120
Who files
By default the IRS treats a single-member LLC as a disregarded entity: for income tax it is "disregarded as separate from its owner" unless it files Form 8832 to be taxed as a corporation (IRS). For the information-reporting rules of section 6038A, however, a US disregarded entity wholly owned by one foreign person is treated as a corporation. It files a pro forma Form 1120 with Form 5472 attached (IRS Instructions for Form 5472).
The precise condition: a reportable transaction
The filing is triggered by transactions, not by income. The instructions list exceptions from filing; the first is that the entity had no reportable transactions of the types listed in Parts IV and VI of the form, and, for a foreign-owned disregarded entity, also none of the type listed in Part V.
Part V is broad. It includes amounts paid or received in connection with the formation, dissolution, acquisition and disposition of the entity, including contributions to it and distributions from it (IRS).
In year one there is almost always such a transaction: someone paid the formation costs, and if you paid them, or sent money to the LLC's account, that is a Part V transaction. In later years, any money you put in or take out counts. "The LLC made no profit" is not the test.
When and how
- Due date: the Form 1120 due date, the 15th day of the fourth month after the tax year ends: 15 April for a calendar year.
- Extension: Form 7004, filed by the regular due date, gives an automatic six-month extension of time to file (IRS). It extends the time to file, not to pay any tax (Instructions for Form 7004).
- Filing method: a foreign-owned US disregarded entity cannot file Form 5472 electronically. It faxes or mails the forms to the address or fax number in the current instructions; check them on the day you file.
- EIN first: the return needs the LLC's EIN. If you do not have one yet, see how to get an EIN without an SSN.
The penalty
The IRS assesses a $25,000 penalty on a reporting corporation that fails to file Form 5472 when due and in the manner prescribed, and a substantially incomplete form counts as a failure to file. If the failure continues for more than 90 days after the IRS notifies you, an additional $25,000 applies for each related party, for each 30-day period, or part of one, during which the failure continues after the 90 days end (IRS).
Our Form 5472 guide covers what goes on each part of the form and the records to keep.
What this calendar leaves out
- US income tax. Form 5472 is an information return. Whether you owe US income tax depends on whether the income is effectively connected with a US trade or business (IRS), on any tax treaty and on your facts. That is a separate question for a tax professional; Foundlie's US tax overview is a starting point.
- Multi-member LLCs. An LLC with two or more members is classified as a partnership by default (IRS) and files a partnership return (Form 1065), not the Form 5472 and pro forma 1120 described here. Its calendar is different; work it out with a tax professional.
- LLCs that elected corporate tax treatment. Those file a full corporate return. LLC vs S-Corp vs C-Corp explains what the election changes.
FinCEN: no BOI report for a US-formed LLC
FinCEN's final rule, "Beneficial Ownership Information Reporting Requirement Revision", was published in the Federal Register on 14 August 2026 and took effect the same day (91 FR 52508). It makes final, with limited changes, the interim rule of 26 March 2025. "Reporting company" now means only an entity formed under the law of a foreign country and registered to do business in a US state.
An LLC formed in Wyoming, Delaware or New Mexico is a domestic entity, whoever owns it and wherever the owner lives. It files no initial BOI report and no updates. FinCEN's BOI page says it plainly: US companies are exempt and no longer required to file.
Two points still matter:
- A FinCEN ID you hold. If you obtained a FinCEN identifier and you are not a US person, you must update or correct the information behind it within 30 calendar days of a change, or of learning it was wrong. US persons are exempt from that duty.
- Scam letters. FinCEN charges no fee to file BOI, does not send correspondence asking for payment to file, and has no "Form 4022" or "Form 5102". A "US Business Regulations Dept." does not exist.
The federal rule does not change state-level disclosure laws. If the LLC registers in another state, check that state's rules. BOI reporting in 2026 explains the rule and how it got here in more detail.
Banks and payment providers
Banks and payment providers are not government authorities, and their requests do not follow a statutory calendar. They come when the provider's own review asks for them: at onboarding, after a change you report, or in a later review. Approval, and continued access, are the provider's decision.
Stripe, for example, says it verifies the legal entity name and type, the EIN, an SSN or ITIN, and the business address, and that the address must be the physical location where most business activity is carried out, not a PO box (Stripe). It can also ask for official documents to confirm them.
What you can do on your side:
- Keep one company file: formation document, operating agreement, EIN notice, the Wyoming or Delaware filing receipts, and each year's Form 5472 copy. US LLC documents explained lists what each one proves.
- Tell your providers when the company's address, ownership or business activity changes, in the way their terms require.
- Answer requests promptly. What happens if you do not is set by each provider's terms, and it can include limits on the account until the information arrives.
Your home country
Your US filings do not replace anything you owe at home, and nothing in this calendar tells you what that is. Your residence, how the LLC's profit is treated where you live, and what you report there are decided by your own country's law.
If you live in Egypt, the Egyptian Tax Authority publishes the income tax law and its amendments on its website. This article draws no Egyptian conclusions; take the question to an Egyptian accountant working from the current text, ideally before you start moving profit home.
What is optional, and what to question
Some services are sold as "compliance" when the law does not require them for your LLC. That does not make every paid service a waste: preparing Form 5472 and the pro forma 1120 is real work with a $25,000 penalty behind it, the registered agent is mandatory, and having someone file the annual report for you is a reasonable convenience. The point is to know which is which.
| Sometimes sold as compliance | What the rule says | Question to ask the seller |
|---|---|---|
| BOI filing for a US-formed LLC | Not required for a US-formed LLC; exempt since March 2025, made permanent on 14 August 2026; FinCEN charges no filing fee | What exactly would you file, and which rule requires it for my LLC? |
| Paid certificate of good standing | Needed only when someone asks for one; Wyoming issues electronic certificates free | Who asked for it, and is the state's free electronic certificate enough? |
| "Annual minutes" for a single-member LLC | Check what your formation state requires | Which state rule requires minutes for my LLC, and who will ask to see them? |
| Paid deadline alerts | Wyoming emails reminders 60, 30 and 10 days before the due date | What do I get beyond the state's own emails? |
A paid alert or minutes service may still suit you, for example if you run several entities. Buy it because it helps, not because you were told the state requires it.
Budget: what year two costs
If your formation package included the registered agent's first year, the first recurring costs fall due within about a year of formation, as the worked example shows. Government charges below were checked on 29 October 2026.
| State | State charge each year | Registered agent | Form 5472 preparation |
|---|---|---|---|
| Wyoming | $60 minimum license tax, plus the online card convenience fee | Agent's renewal price | Varies; get quotes |
| Delaware | $400 annual LLC tax | Agent's renewal price | Varies; get quotes |
| New Mexico | No routine annual state fee on Foundlie's data; confirm with the state | Agent's renewal price | Varies; get quotes |
Add to that:
- your home-country accountant;
- any bank or payment-provider fees, which each provider publishes; and
- your own time, if you prepare and fax the IRS forms yourself.
Foundlie's all-in formation price by state and its registered agent renewal price are on the pricing page.
Frequently asked questions
What do I owe if my LLC had no income?
Income does not switch the obligations off. Wyoming's license tax is at least $60 and Delaware's tax is $400 whether or not the LLC earned anything, and the registered agent renews either way. Form 5472 depends on reportable transactions, not profit: if you paid the formation costs or put money into the LLC, that counts.
When is the first filing due after I form?
It depends on the state and the formation date. For an LLC formed on 15 May 2026 with a calendar tax year, Form 5472 for 2026 is due on 15 April 2027, a Wyoming LLC's first annual report on 1 May 2027, and a Delaware LLC's 2026 tax by 1 June 2027.
What happens if I miss the Wyoming annual report?
The LLC becomes delinquent on the second day of the month after the due date, and if the report is not filed within 60 days after the due date the state administratively dissolves it. Reinstatement is possible within two years; the fee schedule lists $100 for reinstatement for tax. After two years Wyoming law does not allow it.
Do I still file a BOI report?
Not for an LLC formed in a US state. Under FinCEN's final rule of 14 August 2026, which made the March 2025 exemption permanent, only foreign-formed entities registered in a US state are reporting companies. If you personally hold a FinCEN ID and are not a US person, keep its information current within 30 days of a change.
Does Form 5472 mean I owe US income tax?
No. It is an information return about transactions between the LLC and you. Whether you owe US income tax is a separate question about effectively connected income, treaties and your facts.
Next steps
Put three dates in your calendar now: the IRS deadline in April, your state deadline, and your agent's renewal date. Then build the company file once (what to keep, and for how long), so the IRS return, the state report and any provider review draw on the same records. If you have not formed yet, compare the all-in price and the ongoing costs by state on the pricing page, or contact us with questions.
This article provides general educational information and is not tax or legal advice. State fees, IRS procedures, FinCEN rules and provider requirements change; check the current official source or consult a qualified professional before you file.