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Compliance Guide · Non-Residents & NRPs

US Annual Compliance for
Foreign-Owned Companies:
What Non-Residents Must File Every Year

You formed the LLC. Got the EIN. Set up the Mercury account. Maybe even landed your first client. Then nothing. Nobody told you that your US company has annual obligations running in the background whether you touch it or not. The IRS doesn't send reminders. The state doesn't call. They just start the penalty clock. This guide is the annual compliance reference for non-resident founders - specifically Pakistani digital business owners and NRPs operating US entities remotely. You'll learn exactly what needs to be filed, when it's due, what it costs if you miss it, and how to track all of it from Karachi, Lahore, or anywhere else.

15 min read
Intermediate Level
Updated 2026
Non-Residents & NRPs

Quick Navigation

1 Key Takeaways 2 Who This Is For 3 2026 Compliance Overview 4 State-Level Obligations 5 Federal Tax Obligations 6 The BE-13 Survey 7 BOI Reporting 8 Consequences 9 Pakistani Founders 10 Common Mistakes 11 Related Guides 12 FAQ

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Module 2 - Key Takeaways Preview

Overview

Key Takeaways

Read this if you are:

  • A non-resident owning a US LLC or single-member company
  • A Pakistani digital exporter invoicing clients through a US entity
  • A foreign founder who hasn't filed anything since formation and isn't sure what you owe
  • Someone who heard "disregarded entity" and assumed that meant no paperwork

Skip this if you are:

  • A US citizen or green card holder managing personal income tax
  • Looking for step-by-step IRS form walkthroughs
  • Seeking corporate tax strategy or audit defense guidance

What ignoring compliance costs:

  • $25,000 IRS penalty per Form 5472, per year - under Section 6038A
  • $500 per day in BOI reporting penalties if you missed the FinCEN filing
  • Administrative dissolution - your company vanishes on paper while your Stripe keeps running
  • Frozen bank accounts triggered by state registry status changes
  • Reinstatement fees, back taxes, and lost company names

What staying compliant protects:

  • Your company's "active" status - required for banking, contracts, and payment processors
  • Your US bank account - Mercury and Relay periodically check state registries
  • Your Certificate of Good Standing - banks ask for this when you least expect it
  • Your company name - dissolved companies lose it to whoever registers it next

Penalty exposure at a glance:

Form 5472 - 1 year Missed information return $25,000
Form 5472 - 2 years Compounding per year $50,000
Form 5472 - 3 years Compounding per year $75,000
BOI Report Daily accumulation $500/day
State Annual Report (Wyoming) Late fees + Dissolution risk
Module 3 - Who This Is For Preview

Audience

Who This Is For

Before you dive into the filing details, make sure this guide applies to your situation. Your compliance risk is determined by your residency status, your ownership structure, and how actively you have used your US entity since formation.

Compliance Risk: Real

Your compliance risk is real if:

  • You are a non-resident founder with a single-member LLC in Wyoming, Delaware, or any other US state
  • You transferred money from your personal Pakistan bank account into your US LLC account - even once
  • You own more than 10% of a US company as a foreign person
  • You formed your company more than 45 days ago and have never heard of the BE-13 survey
  • Your company shows "Active" on your registered agent portal but you haven't filed a state annual report
Compliance Risk: Low

Your compliance risk is low if:

  • Your company was formed in the last 30 days and you haven't done anything with it yet
  • You already have a CPA managing non-resident US compliance specifically

If you haven't yet formed a US company, see our US LLC for Non-Residents Guide before using this reference.

Module 4 - 2026 Compliance Overview Preview

Filing Requirements

2026 Compliance Overview for Foreign Owners

US compliance runs on three separate tracks - state, IRS, and FinCEN/BEA. Most guides only cover two. Missing any one of them is enough to trigger serious consequences.

Track 1: State
Track 2: IRS (Federal)
Track 3: FinCEN / BEA (Federal)
Obligation Level Deadline Who It Applies To
Annual Report / Franchise Tax State Varies by state All active LLCs
Form 5472 + Pro-Forma 1120 IRS (Federal) April 15 / Oct 15 with extension Foreign-owned single-member LLCs
BE-13 Survey BEA (Federal) 45 days after qualifying event LLCs with over 10% foreign ownership
BOI Report FinCEN (Federal) Varies / ongoing Most US LLCs and corporations
FBAR (FinCEN 114) FinCEN (Federal) April 15 / Oct 15 with extension Owners with foreign accounts over $10,000
State Franchise Tax State Varies Delaware, Wyoming, others

State filings keep your company legally alive. IRS filings keep you out of penalty territory. FinCEN and BEA filings are the layer most founders never knew existed.

Before any of these filings, you need an EIN. If you don't have one yet, see our EIN Application Guide.

Track 1

State Filings

Annual reports, franchise taxes, and renewal fees filed with your state of formation. Keeps your LLC legally "Active" in state records.

Track 2

IRS Federal Filings

Form 5472 attached to a pro-forma 1120. Required for foreign-owned single-member LLCs every year there are reportable transactions.

Track 3

FinCEN / BEA Filings

BOI reporting to FinCEN and BE-13 survey to the Bureau of Economic Analysis. The layer most non-resident founders never knew existed.

Module 5 - State-Level Obligations Preview

Track 1

State-Level Obligations: Annual Reports and Fees

Every US state where your LLC is registered expects a recurring filing. Sometimes it's called an annual report. Sometimes a statement of information. Sometimes just a renewal. The name changes by state. The obligation does not.

Wyoming

Wyoming

💲 From $60/year
Anniversary Month

Wyoming is the go-to state for non-resident founders because of low cost and strong privacy protections. The annual fee starts at $60 and is due on the first day of your LLC's anniversary month - not January 1st, not April 15th. If your LLC was formed in February, your report is due February 1st. Every year. Getting this wrong is one of the most common reasons Pakistani founders unknowingly go delinquent.

See our Wyoming LLC Guide for formation and anniversary deadline specifics.

Delaware

Delaware

💲 $300 flat/year
June 1st

Delaware LLCs pay a flat $300 franchise tax each year. The deadline is June 1st. Delaware corporations have a separate, more complex franchise tax calculation based on authorized shares, which can catch founders off guard if they didn't plan for it. For most single-member LLCs, the flat $300 applies.

See our Delaware LLC Guide for state-specific compliance details.

Other States

Other States

💲 $0 - $500+
Varies by State

If your LLC operates as a foreign LLC doing business in a second state, that state may require its own annual report and fee on top of your home state's requirement. Fees range from $0 to over $500 depending on the state.

What "Administrative Dissolution" Actually Means

When you miss your state annual report, the state doesn't send a warning and wait. It starts a dissolution process. Once that process completes, the state legally treats your company as if it doesn't exist - even while your Stripe account keeps processing payments and your clients keep wiring money. Contracts signed under a dissolved entity name become legally questionable. Banks that scrape state registries - and several do - may freeze accounts automatically. The company name opens up for anyone else to register.

Module 6 - Federal Tax Obligations Preview

Track 2

Federal Tax Obligations for Non-Residents

This is where most foreign founders go completely dark after formation. Federal filing requirements don't pause because your company made no money or had no US clients.

Form 5472 and the Pro-Forma 1120

Key Distinction

If you're a non-resident who owns a single-member US LLC, the IRS classifies you as a "foreign person" with a "disregarded entity." That classification sounds reassuring. It isn't. "Disregarded entity" is a tax classification - it means the company doesn't file its own income tax return. But Form 5472, under Section 6038A, is not an income tax return. It's an information return. That distinction matters.

The IRS requires Form 5472 attached to a pro-forma Form 1120 every year where there are reportable transactions. The deadline is April 15th. A six-month extension to October 15th is available - but only if requested before April 15th.

The pro-forma 1120 is not a tax calculation. It's the required carrier document. You need both to make the filing valid.

Does "Zero Revenue" Mean No Filing?

No. This is the trap most founders fall into.

The IRS doesn't care about your revenue. It cares about "reportable transactions" between you and your LLC. That includes capital contributions, loans you made to the company, transfers, and any money movement between you (the foreign owner) and the entity.

Real-World Scenario - Pakistani Founders

You open your US LLC. You transfer $500 from your personal account in Lahore to your Mercury account to cover a Canva subscription. That transfer is a reportable transaction. Form 5472 is required.

The only genuine exemption is truly zero activity - no transfers, no contributions, no loans, no transactions at all. For any company that has actually been used, that exemption almost never applies.

What IRS Notice CP215 Means

IRS Notice CP215

If you miss Form 5472 and the IRS catches it, the notice you receive is CP215. That's the automated penalty notice. It's not an audit. It doesn't require any wrongdoing. You missed an information return, and the penalty is $25,000 per form, per year. Two years of missed filings is a $50,000 bill - for a company that may have generated far less than that.

Module 7 - Mid-Guide CTA Preview
Non-Resident US Compliance

Don't Wait for an IRS Notice to Find Out What You Owe

The $25,000 Form 5472 penalty alone is enough to wipe out years of profit from a digital business. Administrative dissolution can make your contracts legally void overnight. BOI non-compliance runs at $500 per day. Work with someone who specializes in non-resident US compliance specifically.

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$25K
IRS penalty per missed
Form 5472 per year
$500
Per day for BOI
non-compliance
3
Compliance tracks
running simultaneously
45
Days to file BE-13
after company formation
Module 8 - The BE-13 Survey Preview

Track 3 — BEA

The Often-Overlooked BE-13 Survey

Most compliance guides for non-resident founders skip this entirely. That's a problem. The Bureau of Economic Analysis runs a parallel tracking system for foreign investment in US businesses. It's entirely separate from the IRS and runs on its own rules.

What Is the BE-13?

What Is the BE-13?

The BE-13 is a BEA survey required when a foreign person or entity acquires or establishes a US business where foreign ownership exceeds 10%. For a non-resident owning 100% of their LLC, that threshold is crossed the moment the company is formed.

When Is It Due?

When Is It Due?

The BE-13 is typically a one-time filing, due within 45 days of the qualifying event - meaning within 45 days of formation or acquisition. It's not an annual requirement in most cases. But if your ownership structure changes or you acquire additional US business interests, a new filing may be triggered.

What If You Did Not Meet the Threshold?

What If You Did Not Meet the Threshold?

Here's something most guides never mention: if your ownership stake is below the 10% threshold and you're not required to file, document why in writing anyway. Keep a "Memo to File" explaining why the BE-13 didn't apply to your situation. The BEA can audit years later, and having nothing in writing leaves you with nothing to show.

What Happens If You Skip It?

What Happens If You Skip It?

The BEA can impose civil penalties. The bigger problem is that most founders have no idea this filing exists. If you formed a US company more than 45 days ago and are reading about the BE-13 for the first time right now, it's worth checking whether you had an obligation at the time of formation.

Pro tip: Even if you were below the 10% ownership threshold and not required to file, create a written "Memo to File" documenting why the BE-13 did not apply to your situation. The BEA can audit years later and having nothing in writing leaves you with nothing to show.

Most compliance guides for non-resident founders skip the BE-13 entirely. Most accountants who don't specialize in non-resident compliance have never filed one. Most founders have never heard of it. That gap in awareness is not an exemption. If you formed a US company more than 45 days ago and are reading about the BE-13 for the first time right now, it's worth checking whether you had an obligation at the time of formation.

Module 9 - BOI Reporting Preview

Track 3 - FinCEN

BOI Reporting: The 2026 Mandatory Filing Most Founders Missed

This section is missing from almost every compliance guide written before 2024. It shouldn't be missing from yours.

Definition

What Is BOI Reporting?

BOI stands for Beneficial Ownership Information. FinCEN - the Financial Crimes Enforcement Network - now requires most US LLCs and corporations to file a report identifying who ultimately owns or controls the company. This applies to foreign-owned companies.

Penalty

Why Does It Matter?

The penalty for non-compliance is $500 per day. Unlike the annual $25,000 IRS penalty which is a one-time charge per missed year, BOI penalties accumulate daily. A 60-day gap is a $30,000 problem.

Who Files

Who Files and When?

Filing timelines and exemption rules for BOI reporting have shifted through 2024-2025 due to ongoing court challenges. Because enforcement deadlines have changed multiple times, verify the current filing status directly on the FinCEN website before assuming you're exempt or that deadlines have passed.

The $500/Day Penalty — How Fast It Adds Up

Unlike the annual $25,000 IRS penalty which is a one-time charge per missed year, BOI penalties accumulate daily. A 60-day gap is a $30,000 problem. A 90-day gap is $45,000. Most non-resident founders have never heard of this requirement.

$500
Per day penalty
$15,000
After 30 days
$30,000
After 60 days
$45,000
After 90 days

What's clear: the filing requirement exists, the penalty is real, and most non-resident founders have never heard of it. Verify current filing deadlines directly on the FinCEN website - enforcement timelines have shifted multiple times due to court challenges, so don't rely on anything you read before 2025.

Module 10 - Consequences of Non-Compliance Preview

Risk Reference

Consequences of Non-Compliance

These are documented outcomes for founders who missed the filings covered in this guide.

Missed Filing Penalty
Form 5472 - 1 year $25,000
Form 5472 - 2 years $50,000
Form 5472 - 3 years $75,000
BOI Report $500/day
State Annual Report (Wyoming) Late fees + dissolution risk

IRS Penalty

The $25,000 IRS Penalty

The base penalty for a missing Form 5472 is $25,000 per form, per tax year - under Section 6038A. It doesn't require unpaid taxes. It doesn't require an audit. Missing the information return alone triggers it. Two missed years is $50,000. Three years is $75,000.

There is a "reasonable cause" exception, but it requires a written explanation and there's no guarantee the IRS accepts it. The burden of proof is on you.

Bank Risk

The Bank Account Trigger

Banks like Mercury and Relay periodically run automated checks against state business registries. When your LLC status changes from "Active" to "Delinquent" or "Dissolved" at the state level, those checks can trigger an automated account review - or a freeze. You may find out about your dissolved company when you can't access your account, not when the state sends a notice.

Legal Risk

Administrative Dissolution

Once the state dissolves your LLC, the company name is released. Your contracts become legally uncertain. Your registered agent address stops being valid. Any new business you sign under that name is legally murky at best.

Recovery

Reinstatement

Reinstatement is possible in most states. It requires paying all outstanding annual report fees, plus state-imposed late penalties, plus a reinstatement filing fee. In some states, if your name was taken during the dissolution period, you can't get it back.

Reinstatement is not guaranteed. Paying back fees restores your status in most states, but if another company registered your name while you were dissolved, reinstatement may not recover it. The cost of staying current is always lower than the cost of catching up.

Module 11 - Special Guidance for Pakistani Digital Exporters Preview

NRP Founders

Special Guidance for Pakistani Digital Exporters

Managing a US company from Pakistan is not the same as managing one from New York. You're dealing with time zones, currency conversions, and bureaucratic systems that have no Pakistan-specific support built in.

Banking Risk

The Remittance and Reputation Risk

This one is specific to NRPs: if your US LLC is dissolved and you continue receiving payments into the associated bank account, local Pakistani banks may flag inbound remittances from what they see as an "unauthorized entity." Clearing those flags through Pakistani banking compliance takes time, documentation, and sometimes formal legal assistance.

Jurisdiction

US vs. UK Filing Differences

If you've ever filed a Confirmation Statement for a UK company, the process feels almost casual compared to US obligations. UK filings are largely administrative. US filings - especially Form 5472 under Section 6038A - carry criminal referral potential for serious non-compliance, not just financial penalties. That difference in severity is worth understanding before choosing between jurisdictions.

See our US vs UK Comparison guide for a full breakdown of how compliance differs for Pakistani digital exporters.

Deadline Trap

The Anniversary Month Trap

Most Pakistani founders assume US company obligations follow a calendar year or April deadline. Wyoming - the most popular state for NRP founders - uses your formation anniversary month. If you formed in September and have been waiting for an "April deadline," you're already late. Check your formation date now.

Compliance Checklist for Remote Founders

Review each item against your current company status

Check your LLC status on the Secretary of State website right now - confirm it says "Active"

Annual state report filed before anniversary date

State franchise tax or renewal fee paid

Form 5472 attached to pro-forma 1120 filed by April 15th

Extension request submitted before April 15th if not ready

BE-13 filed at formation - or documented why it did not apply

BOI report filed with FinCEN

FBAR filed if any foreign account exceeded $10,000 at any point during the year

Registered agent service renewed and confirmed active

Certificate of Good Standing requested if opening new banking or payment accounts

Module 12 - Common Mistakes and Risks Preview

Watch Out

Common Mistakes and Risks

These are the patterns that show up most often with non-resident founders. Each one has a documented cost attached to it.

1
Most Expensive Misunderstanding

Thinking "Disregarded Entity" Means No Filing

This is the most expensive misunderstanding in non-resident compliance. "Disregarded entity" is an income tax classification. Form 5472 is an information return. The classification doesn't cancel the filing obligation.

2
Deadline Confusion

Using the April 15th Date for Everything

Federal deadlines are April 15th. Wyoming's anniversary filing is not. Delaware's franchise tax is June 1st. Assuming one universal deadline is how founders accidentally dissolve profitable companies.

3
Hidden Obligation

Skipping the BE-13 Because They Never Heard of It

The BE-13 exists outside the IRS system. Most accountants who don't specialize in non-resident compliance have never filed one. Most founders have never heard of it. That gap in awareness is not an exemption.

4
Timing Error

Waiting to Request an Extension

An extension request must be submitted before April 15th. Requesting it on April 16th is the same as not requesting it. Extensions are not retroactive.

5
False Signal

Assuming Stripe Activity Means the Company Is Active

Payment processors don't check your state registration status. Your Stripe account will keep processing money after your LLC is dissolved. The state doesn't notify Stripe. Your bank might - eventually - but usually after the damage is already done.

6
Missed Requirement

Not Having a Certificate of Good Standing Ready

Banks, payment processors, and some enterprise clients ask for a Certificate of Good Standing before opening accounts or signing contracts. If your company is delinquent on its state annual report, you can't get one. Planning for this before you need it costs nothing.

Module 13 - Related Guides Preview
Module 14 - Need Help CTA Preview

Need Help With Your US Compliance?

Annual Compliance Filing

We handle your state annual report, Form 5472, pro-forma 1120, and FBAR as a complete annual package - not piecemeal.

BOI and BE-13 Filing

We complete the filings that most accountants have never handled - FinCEN BOI reports and BEA BE-13 surveys - correctly and on time.

Compliance Review and Cleanup

If you've missed filings, we audit your current status, identify what's outstanding, and build a remediation plan before penalties compound further.

Work With a Team That Specializes in Non-Resident US Compliance

Most general accountants don't file Form 5472, have never submitted a BE-13, and don't track state anniversary deadlines. We do this exclusively for non-resident founders.

Module 15 - FAQ Preview

Frequently Asked Questions

Questions About US Compliance for Non-Residents

The questions we receive most often from Pakistani founders managing US companies remotely.

  • Probably yes. The IRS requirement for Form 5472 is not based on revenue - it's based on "reportable transactions" between you (the foreign owner) and the LLC. That includes any capital contribution, loan, or money transfer. The only genuine exemption is truly zero activity - no transfers, no contributions, no expenses paid on behalf of the company. For most founders who actually used their LLC, the filing requirement exists regardless of whether the company was profitable.

  • The IRS issues a CP215 notice with a $25,000 penalty per form, per year - automatically, without an audit. It does not require unpaid taxes or wrongdoing. It requires only that the information return was missing. A "reasonable cause" exception exists but requires a written explanation and is not guaranteed to be accepted. If you've already missed a deadline, contact a specialist before the penalty compounds.

  • Wyoming uses your formation anniversary month - not January 1st or April 15th. If your LLC was formed in March, your annual report is due March 1st every year. If your LLC was formed in September, it's due September 1st. The fee starts at $60. Missing this deadline starts a delinquency process that can lead to administrative dissolution.

  • A BOI (Beneficial Ownership Information) report is a FinCEN filing that identifies who ultimately owns or controls a US LLC or corporation. It applies to foreign-owned companies. The penalty for non-compliance is $500 per day. Because enforcement deadlines have shifted multiple times due to court challenges in 2024-2025, verify current requirements directly on the FinCEN website before assuming you're exempt.

  • No - they are completely separate. The BOI report goes to FinCEN (Treasury). The BE-13 goes to the Bureau of Economic Analysis (BEA), a different agency that tracks foreign direct investment in the US. The BE-13 is typically a one-time filing due within 45 days of forming or acquiring a US business where foreign ownership exceeds 10%. Most founders and most accountants have never heard of it.

  • In most states, yes - but it requires paying all outstanding annual report fees plus state-imposed late penalties plus a reinstatement filing fee. There is one major risk: if another company registered your LLC name during the dissolution period, you may not be able to get it back. The cost and hassle of reinstatement always exceeds the cost of staying current in the first place.

  • The FBAR (FinCEN 114) requirement applies if you have a financial interest in or signature authority over foreign financial accounts that exceeded $10,000 at any point during the calendar year. For Pakistani founders, this typically applies to your Pakistani bank accounts - not your Mercury account. If those accounts collectively exceeded $10,000 at any point in the year, the FBAR is required. The deadline is April 15th with an automatic extension to October 15th.

  • It depends on your client base, payment processor requirements, and tolerance for compliance complexity. UK filings are simpler - largely administrative with no equivalent to Form 5472. US LLCs offer better access to US payment processors and are preferred by many US enterprise clients. The compliance burden for a US LLC is significantly higher and carries steeper penalties for non-compliance. See our US vs UK Comparison guide for a full breakdown.

Module 16 - Final CTA Preview
Non-Resident US Compliance

Your LLC Is Active.
Keep It That Way.

Three compliance tracks. Five potential filing obligations. One missed deadline that can trigger a $25,000 penalty or dissolve your company while Stripe keeps processing. Don't manage this alone.

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State + Federal + FinCEN covered
Non-resident specialists
Form 5472 - BE-13 - BOI
Pakistani founders served

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