Form 5471
IRS, U.S. Persons With Respect to Certain Foreign Corporations
The information return a US citizen or green card holder files for a UK limited company they own, control or have acquired an interest in.
What is Form 5471?
An American who sets up a UK limited company has created a foreign corporation in the eyes of the IRS. Form 5471 reports that company's ownership, accounts and dealings with its shareholders every year. It is one of the longest forms in the system, and it applies even when the company owes the IRS nothing.
What the IRS asks about your UK company
The form sorts filers into categories. The ones that matter most for a UK owner-manager are control, meaning more than half of the vote or value, and being a US shareholder of a controlled foreign corporation, which starts at ten per cent.
Acquiring or disposing of a ten per cent stake also triggers a filing for that year. A single American who owns a UK Ltd outright usually sits in several categories at once, and each carries its own schedules.
The schedules ask for a balance sheet and income statement translated into dollars and restated under US principles, transactions between the company and its shareholders, and earnings and profits pools. Retained profits in a UK company can produce US income for the shareholder before any dividend is paid. The rules on net CFC tested income, formerly GILTI, were amended by 2025 legislation for tax years beginning after 31 December 2025, and section 962 elections and the high-tax exception are options to review.
Form 5471 is attached to the owner's Form 1040 and follows its due date, including extensions. The initial penalty is $10,000 per form per year, and further penalties can follow an IRS notice. A missing or incomplete form also keeps the statute of limitations open on the whole return, not only on the items connected with the company. UK statutory accounts are a starting point, but the US figures rarely match them line for line.
At a glance
- The owner's Form 1040 or the US corporate return
- Attached to
- With the income tax return, including extensions
- Due
- $10,000 per form per year, before continuation penalties
- Penalty exposure
- Stays open on the whole return until filed
- Statute of limitations
Figures are for the tax year stated in the official instructions linked below.
How we handle it
- International Tax
US reporting for owners of UK companies and partnerships, and for UK groups with US entities, including Forms 5471, 8858, 8865 and 5472.
- Business Tax Returns
US federal returns for companies, partnerships and LLCs with UK owners, UK parents or UK operations, prepared alongside the UK accounts.
- Bookkeeping & Accounting
Bookkeeping kept to a standard that feeds a UK corporation tax return and US Forms 5471 or 5472 without rebuilding the figures later.
- Cross-Border Tax
US and UK returns prepared together from one set of workpapers, so credits, tax years and exchange rates line up across both.
Where people go wrong
The Form 5471 errors we correct most often.
Who files it
- US citizens who own and run a UK private limited company
- Green card holders who are directors and shareholders of a UK Ltd
- Americans who acquire or sell a stake of ten per cent or more
- US corporations with UK subsidiaries treated as corporations for US purposes
01
Assuming a UK company that paid corporation tax needs no US reporting
02
Copying UK statutory accounts without restating them under US principles
03
Forgetting the filing in the year a stake is bought or sold
04
Leaving retained UK profits out of the shareholder's US income analysis
Why US UK Tax Returns
Every form is prepared against the official instructions, and every position on it is one we can point to in the Code, the treaty or HMRC's guidance.
One File
US and UK returns prepared in the same engagement and reconciled line by line.
Primary Sources
Every position traced to the Code, the treaty, IRS instructions or HMRC guidance.
Scope First
Returns, forms, years and fee agreed in writing before work begins.
The Same People
The team that files this year carries the elections and credits into the next.
Questions we are asked
My UK company is tiny and just pays me a salary. Do I really need Form 5471?
Usually yes. The filing turns on ownership and control, not on the size of the company or whether it paid a dividend. A one-person UK Ltd owned by a US citizen is typically a controlled foreign corporation, so the form is required every year it exists. The number of schedules depends on the filer category, and some are lighter for smaller companies, but the obligation itself does not shrink.
Can the UK company's profits be taxed in the US before I take them out?
They can. The controlled foreign corporation rules can attribute certain income to a US shareholder in the year the company earns it. For a UK trading company paying corporation tax at UK rates, the high-tax exception and a section 962 election are options to review, and the outcome depends on the company's income, its UK tax rate and how the 2025 amendments apply to the year in question.
I have owned a UK Ltd for years and never filed this form. What happens now?
The IRS has published routes for late information returns. Where there is reasonable cause and no tax underpayment, the delinquent international information return procedures may apply. Where US tax was also underreported, the Streamlined procedures are usually the better fit, and only the Foreign route is penalty-free. Which route fits depends on where you live, whether tax is owed and whether the conduct was non-wilful.
Primary sources
What this page says is drawn from the official material below. Read it yourself; we would rather be checked than trusted.
Last reviewed
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Need Form 5471 prepared or reviewed?
Tell us where you live, what you hold and which years are outstanding. We will say what applies and what it involves before any work begins.
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