LLC formation + EIN + BOI + 5472 bundle

A. FinCEN / BOI (Corporate Transparency Act) - Current scope (interim final rule, March 26, 2025): FinCEN revised the definition of “reporting company” so that domestic entities formed in the U.S. (previously “domestic reporting companies”) are exempt from BOI reporting. The rule now focuses on foreign entities that register to do business in the U.S. by filing with a state or tribal office. FinCEN’s site: https://www.fincen.gov/boi - Deadlines for foreign reporting companies: entities registered before March 26, 2025 had a filing deadline of April 25, 2025; entities registered on/after March 26, 2025 must file within 30 calendar days after notice that their registration is effective. FinCEN BOI filing portal and FAQs are the source for how to file and to check exemptions. - Key practical points: domestic U.S.-formed LLCs are currently exempt from BOI filings under the March 26, 2025 interim final rule; foreign reporting companies remain in scope and have the tighter deadlines. FinCEN warns of scams and confirms there is no fee to file directly. B. IRS Form 5472 (reporting for foreign-owned U.S. entities) - Who must file: Form 5472 is required under sections 6038A and 6038C for U.S. corporations and for U.S. disregarded entities that are wholly foreign-owned (foreign-owned single-member LLCs treated as disregarded entities). It applies when reportable transactions occur with foreign related parties. See IRS page: https://www.irs.gov/forms-pubs/about-form-5472 - Filing mechanics: For foreign-owned single-member LLCs (disregarded entities), prepare a pro forma Form 1120 as a cover sheet and attach Form 5472. Form 5472 reports reportable transactions (capital contributions, distributions, loans, payments to related parties, etc.). Each related party with reportable transactions generally requires a separate Form 5472. - Deadlines and penalties: Due with the LLC’s tax return (for calendar-year taxpayers, typically April 15; extensions available to October 15 with Form 7004). Penalties for failure to timely file (or for incomplete/incorrect filings) can be severe — commonly cited minimum penalty of $25,000 (penalty structures and increases appear in practitioner guides and IRS guidance). As the IRS page indicates, Form 5472 and its instructions are the primary source for current filing requirements. - Practical note: Form 5472 often must be filed even if the LLC had no income; reportable transactions (including formation capital contributions, owner-paid fees, reimbursements) can trigger the filing requirement. C. EIN / Form SS-4 (how to get an EIN for LLCs, including foreign-owned LLCs) - How to apply: The IRS SS-4 instructions state applicants in the U.S. or territories can apply online and receive an EIN immediately (IRS.gov/EIN) if the responsible party has an SSN/ITIN. Applicants with no U.S. residence/principal place of business (i.e., foreign applicants) cannot use the online system but can apply by telephone (international applicants only), fax (Fax-TIN), or mail. Fax generally returns EIN in ~4 business days; mail takes ~4 weeks. See IRS SS-4 instructions: https://www.irs.gov/instructions/iss4 - Responsible party rule: The responsible party on the SS-4 must generally be an individual (natural person) who has ultimate control over the entity; changes must be reported with Form 8822-B within 60 days. - Disregarded-entity specifics: If obtaining an EIN for the purpose of filing Form 5472, follow the SS-4 guidance to describe the reason (e.g., “Foreign-owned U.S. disregarded entity-Form 5472”) and complete the lines accordingly. The SS-4 instructions contain line-by-line guidance for LLCs and disregarded entities. D. State-specific formation and compliance considerations (practical guidance for U.S. founders) - Formation state selection matters: filing fees, formation timelines, annual reporting, franchise taxes or LLC fees, and privacy/public disclosure rules vary widely by state. Multistate operations often require foreign qualification (registration) in states where you do business — failure to qualify can lead to penalties and loss of standing to sue in that state. - Publication and special rules: Some states have unique requirements — e.g., New York historically requires publication for newly formed LLCs in certain counties (check the NY DOS page for the exact publication steps and fees). State SOS pages are the authoritative source for formation fees, biennial/annual statement deadlines, and other maintenance requirements. - Banking and KYC: Banks require EIN, formation documents (Articles of Organization), operating agreement, and accurate beneficial-owner identification. Practitioner guidance emphasizes preparing a bank-compliant formation packet (operating agreement naming managers and beneficial owners, EIN confirmation, signatory resolution) to avoid rejections. E. Practical compliance checklist to bundle these items (recommended steps for founders) 1. Choose formation state after evaluating fees, tax consequences, and privacy rules (refer to state SOS). Register the LLC and get stamped Articles of Organization. 2. Obtain an EIN: if responsible party has SSN/ITIN and you’re in the U.S., use the online EIN application; otherwise use telephone/fax/mail per SS-4 instructions. Use the SS-4 reason wording for foreign-owned disregarded entities if applicable. 3. BOI/FinCEN: Determine if the entity is a FinCEN “reporting company” (post-March-26-2025 definition focuses on foreign entities registered in U.S. states). If in scope, file initial BOI report within the applicable deadline (April 25, 2025 for older registrants or 30 days after registration if formed/registered on/after March 26, 2025). Use FinCEN BOI e-filing portal. 4. Form 5472: If the LLC is a U.S. disregarded entity wholly owned by a foreign person/entity, prepare a pro forma Form 1120 and attach Form 5472 reporting any reportable transactions. File by the tax due date; consider extensions. Maintain documentation for all related-party transactions, including capital contributions and reimbursements. 5. State compliance and multi-state registration: determine where you will conduct business and foreign-qualify as necessary, file annual/biennial reports, and pay state taxes/fees (e.g., California franchise tax if applicable). Check state SOS pages for exact fees and deadlines. 6. Banking/KYC and recordkeeping: Prepare a bank packet (EIN, operating agreement, beneficial-owner IDs), and keep precise bookkeeping to support Form 5472 and tax positions.