U.S. C-Corp Compliance: Form 5472 & FBAR Guide

U.S. C-Corp Compliance: Form 5472 & FBAR Guide

As a 100% foreign-owned U.S. C-Corp, it’s crucial to comply with IRS regulations, including filing Form 5472 for related-party transactions and meeting FBAR requirements for foreign bank accounts.

TAX KNOWLEDGE

max lin cpa

7/7/20252 min read

As a U.S. C‑corporation (Form 1120) that is 100% foreign-owned and imports goods from its foreign parent/subsidiary, you face special reporting obligations beyond the normal corporate return. Key requirements include:

  • Form 5472 (Foreign-Related Transactions): Under IRC §§6038A/C, any domestic corporation with ≥25% foreign ownership must file IRS Form 5472 to report transactions with foreign. In your case (100% Chinese ownership), each purchase of inventory from the Chinese parent or related subsidiary is a “reportable transaction” (a sale of tangible property). Form 5472 is attached to your Form 1120 and filed by the return due date (including extensions). You must file a separate Form 5472 for each related foreign. Failure to timely file or to fully complete the form carries heavy penalties (currently $25,000 per form, plus $25,000 per month after IRS notice).

  • U.S. Corporation Return (Form 1120) and Schedules: You must continue to file Form 1120 (U.S. Corp Income Tax Return) each year. Since your business is large ( ~$60M in related‑party imports and likely substantial assets), check whether Schedule M-3 is required. Per IRS rules, any domestic corporation with total assets ≥$10 million at year-end must file Schedule M-3 (instead of Schedule M-1) with its Form 1120irs.gov. If so, attach Schedule M-3 to reconcile book income to tax income. (If below the asset threshold, you would use Schedule M-1.)

  • Foreign Bank Account Report (FBAR, FinCEN Form 114): If your corporation holds any foreign financial accounts (for example, bank accounts in China or elsewhere) with an aggregate value exceeding $10,000 at any time in the calendar year, you must file FinCEN Form 114 (FBAR). The FBAR is due April 15 (with an automatic extension to October 15) each yearirs.gov. (This filing is separate from the tax return and is submitted electronically to FinCEN.)

  • Transfer Pricing Documentation: While not an IRS “form,” you should maintain contemporaneous transfer-pricing documentation under IRC §482 for all related‑party imports. The IRS explicitly uses Form 5472 data to identify potential transfer‑pricing. In other words, be prepared to justify that your intercompany prices are at arm’s length. Adequate documentation (e.g. a transfer pricing study) helps avoid adjustments and penalties (accuracy‑related penalties of up to 20% can apply if pricing is not arm’s‑length under §482).

  • Other Withholding and Compliance Obligations: If you make any payments to the foreign parent or affiliate that constitute U.S. source interest, royalties, rents, or services, you may have U.S. withholding requirements (Forms 1042/1042-S). For example, royalties or service fees paid to the Chinese parent generally require withholding unless reduced by treaty. (Payments for goods themselves are not subject to IRS withholding, but any embedded royalties or related fees might be.) In addition, ensure full compliance with U.S. Customs laws on imports (proper customs entries, duties/tariffs, valuation, country-of-origin marking, etc.). Customs documentation is separate from IRS filings but is critical when importing merchandise from China.

Sources: IRS instructions for Form 5472 make clear that a “reporting corporation” (25%-foreign‑owned) must file Form 5472 for all reportable transactions with its foreign ownerirs.govirs.gov. Expert guidance confirms that U.S. companies with ≥25% foreign ownership routinely must file Form 5472 to disclose related‐party purchases (e.g. inventory imports)wipfli.comwipfli.com. IRS rules also require large corporations (≥$10M assets) to use Schedule M-3irs.gov and require FBAR (FinCEN 114) for foreign accounts over $10Kirs.gov. Penalties for noncompliance (especially on Form 5472) have been raised to $25K per form

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