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Annual Compliance for U.S. LLCs: What International Owners Must File

Forming a U.S. Limited Liability Company (LLC) as an international owner is an exciting first step but maintaining your company in good standing requires annual compliance. Missing deadlines or filing incorrectly can lead to penalties, loss of liability protection, and even involuntary dissolution of your LLC.

This article provides a clear and comprehensive overview of what international owners of U.S.-based LLCs must file each year, depending on the state of formation, tax structure, and operational activity. Whether you’re managing an e-commerce brand, SaaS company, consulting firm, or holding entity, this is a must-know guide to stay compliant.

Key Compliance Requirements (Federal and State)

1. Annual or Biennial State Reports

Most states require LLCs to file annual or biennial reports with their Secretary of State (or equivalent agency).

  • Purpose: Update public records about business address, registered agent, and management structure
  • Common Names: Annual Report, Statement of Information, Franchise Tax Report
  • Filing Frequency: Annually in most states (e.g., Florida, California), every 2 years in others (e.g., Delaware)
  • Typical Filing Fee: Ranges from $50 to $500 depending on the state

Important Tip: Missing a state report deadline may result in late fees or administrative dissolution.

2. Franchise Taxes or Annual Fees

Some states impose an annual franchise tax or minimum LLC fee regardless of profit.

  • Delaware: $300 flat annual franchise tax (due June 1)
  • California: $800 minimum franchise tax (waived in first year for some new entities)
  • Texas: Franchise tax based on margin formula, but no fee if revenue is below the threshold
  • Wyoming: Annual license tax starting at $60 based on assets in the state

Failure to pay these fees can lead to penalties, interest, and loss of good standing.

3. Federal Tax Filings with the IRS

All LLCs must file federal tax documents, even if no income was earned.

LLC Tax Classification Affects Filing Type:

  • Single-Member LLC (Disregarded Entity): Files IRS Form 1040-NR + Schedule C (if owner is a nonresident individual)
  • Multi-Member LLC (Partnership): Must file IRS Form 1065 (U.S. Return of Partnership Income) and issue Schedule K-1s to each member
  • LLC Electing to be Taxed as Corporation: Files IRS Form 1120 or 1120-F

International Owner Requirements:

  • Must obtain an ITIN (Individual Taxpayer Identification Number) or EIN (Employer Identification Number)
  • May be subject to withholding taxes on U.S.-sourced income

Important: Even if no taxes are due, filing is still required to maintain compliance.

4. State Income Tax Returns (If Applicable)

If your LLC operates in or derives income from a state with an income tax, it may also need to file a state income tax return.

  • California: LLCs must file Form 568
  • New York: LLCs may owe a filing fee and report income with Form IT-204
  • Florida: No state income tax for individuals, but corporations must file if applicable

Additional Requirements for International Owners

1. Filing Form 5472 for Single-Member LLCs

If your LLC is 100% foreign-owned and treated as a disregarded entity, you must file IRS Form 5472 + Pro Forma 1120 each year.

  • Why: To report certain reportable transactions between the LLC and its foreign owner
  • Deadline: Due by April 15 (or by extension)
  • Penalty: $25,000 for failure to file

This is one of the most commonly missed filings by international owners—and one of the most heavily penalized.

2. Registered Agent and Physical Address Maintenance

Every U.S. LLC must maintain a registered agent and mailing address in the state of formation.

  • Many international owners use a commercial registered agent service
  • Don’t let your agent’s service expire or your address go out of date

3. Beneficial Ownership Information (BOI) Report

As of January 1, 2024, most LLCs must file a one-time Beneficial Ownership Information (BOI) Report with FinCEN under the Corporate Transparency Act.

  • Reports the identity of individuals who own or control the LLC
  • Filing is required within 30 days of formation (or by Jan 1, 2025, for older companies)
  • No annual renewal, but must update if ownership changes

Failure to file or update this report may result in civil or criminal penalties.

Optional but Recommended Compliance Actions

  • Operating Agreement Updates: If member structure or responsibilities change
  • Meeting Minutes or Resolutions: To document major decisions
  • Tax Residency Planning: To avoid double taxation between U.S. and home country
  • Bookkeeping and Recordkeeping: Maintain clean, separated financial records

Annual compliance may seem overwhelming, but with a clear plan and proper support, it becomes a routine part of running your U.S. business. Noncompliance can be expensive, both in terms of fines and lost opportunities.

International LLC owners are especially encouraged to work with legal and tax professionals familiar with cross-border issues to ensure full compliance. Staying in good standing not only protects your limited liability but also strengthens your credibility with banks, partners, platforms, and investors.

Choucri Mansour

Principal Attorney