Form 5472

(Rev. December 2011) 

Department of the Treasury 

Internal Revenue Service 

Information Return of a 25% Foreign-Owned U.S. Corporation or a 

Foreign Corporation Engaged in a U.S. Trade or Business 

(Under Sections 6038A and 6038C of the Internal Revenue Code)

For tax year of the reporting corporation beginning , , and ending , 

Note. Enter all information in English and money items in U.S. dollars. 

OMB No. 1545-0805 

Part I Reporting Corporation (see instructions). All reporting corporations must complete Part I. 

1a Name of reporting corporation 1b Employer identification number 

Number, street, and room or suite no. (if a P.O. box, see instructions) 

City or town, state, and ZIP code (if a foreign address, see instructions) 

1c Total assets 

$ 

1d Principal business activity ▶ 1e Principal business activity code ▶

1h Total value of gross payments made or received (see 

instructions) reported on all Forms 5472 

1f Total value of gross payments made or received 

(see instructions) reported on this Form 5472 

$ 

1g Total number of Forms 5472 

filed for the tax year 

$ 

1i Check here if this is a 

consolidated filing of 

Form 5472 ▶

1j Country of 

incorporation 

1k Country(ies) under whose laws the reporting 

corporation files an income tax return as a resident 

1l Principal country(ies) where 

business is conducted 

2 Check here if, at any time during the tax year, any foreign person owned, directly or indirectly, at least 50% of (a) the total voting power of all 

classes of the stock of the reporting corporation entitled to vote, or (b) the total value of all classes of stock of the reporting corporation ▶

Part II 25% Foreign Shareholder (see instructions) 

1a Name and address of direct 25% foreign shareholder 1b U.S. identifying number, if any 

1c Principal country(ies) where 

business is conducted 

1d Country of citizenship, 

organization, or incorporation 

1e Country(ies) under whose laws the direct 25% foreign shareholder 

files an income tax return as a resident 

2a Name and address of direct 25% foreign shareholder 2b U.S. identifying number, if any 

2c Principal country(ies) where 

business is conducted 

2d Country of citizenship, 

organization, or incorporation 

2e Country(ies) under whose laws the direct 25% foreign shareholder 

files an income tax return as a resident 

3a Name and address of ultimate indirect 25% foreign shareholder 3b U.S. identifying number, if any 

3c Principal country(ies) where 

business is conducted 

3d Country of citizenship, 

organization, or incorporation 

3e Country(ies) under whose laws the ultimate indirect 25% foreign 

shareholder files an income tax return as a resident 

4a Name and address of ultimate indirect 25% foreign shareholder 4b U.S. identifying number, if any 

4c Principal country(ies) where 

business is conducted 

4d Country of citizenship, 

organization, or incorporation 

4e Country(ies) under whose laws the ultimate indirect 25% foreign 

shareholder files an income tax return as a resident 

Part III Related Party (see instructions) 

Check applicable box: Is the related party a foreign person or U.S. person?

All reporting corporations must complete this question and the rest of Part III. 

1a Name and address of related party 1b U.S. identifying number, if any 

1c Principal business activity ▶ 1d Principal business activity code ▶

1e Relationship—Check boxes that apply: Related to reporting corporation Related to 25% foreign shareholder 25% foreign shareholder

1f Principal country(ies) where business is conducted 1g Country(ies) under whose laws the related party files an income tax return as a 

resident 

For Paperwork Reduction Act Notice, see page 4. Cat. No. 49987Y Form 5472 (Rev. 12-2011) 
Form 5472 (Rev. 12-2011) Page 2 

Part IV Monetary Transactions Between Reporting Corporations and Foreign Related Party (see instructions) 

Caution: Part IV must be completed if the “foreign person” box is checked in the heading for Part III. 

If estimates are used, check here ▶

1 Sales of stock in trade (inventory) . . . . . . . . . . . . . . . . . . . . . . . 1 

2 Sales of tangible property other than stock in trade . . . . . . . . . . . . . . . . . . 2 

3 a Rents received (for other than intangible property rights) . . . . . . . . . . . . . . . . 3a 

b Royalties received (for other than intangible property rights) . . . . . . . . . . . . . . . 3b 

4 Sales, leases, licenses, etc., of intangible property rights (e.g., patents, trademarks, secret formulas) . . . 4 

5 Consideration received for technical, managerial, engineering, construction, scientific, or like services . . . 5 

6 Commissions received . . . . . . . . . . . . . . . . . . . . . . . . . . 6 

7 Amounts borrowed (see instructions) a Beginning balance b Ending balance or monthly average ▶ 7b 

8 Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 

9 Premiums received for insurance or reinsurance . . . . . . . . . . . . . . . . . . . 9 

10 Other amounts received (see instructions) . . . . . . . . . . . . . . . . . . . . . 10 

11 Total. Combine amounts on lines 1 through 10 . . . . . . . . . . . . . . . . . . . 11 

12 Purchases of stock in trade (inventory) . . . . . . . . . . . . . . . . . . . . . . 12 

13 Purchases of tangible property other than stock in trade . . . . . . . . . . . . . . . . 13 

14 a Rents paid (for other than intangible property rights) . . . . . . . . . . . . . . . . . . 14a 

b Royalties paid (for other than intangible property rights) . . . . . . . . . . . . . . . . . 14b 

15 Purchases, leases, licenses, etc., of intangible property rights (e.g., patents, trademarks, secret formulas) . . 15 

16 Consideration paid for technical, managerial, engineering, construction, scientific, or like services . . . . 16 

17 Commissions paid . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 

18 Amounts loaned (see instructions) a Beginning balance b Ending balance or monthly average ▶ 18b 

19 Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 

20 Premiums paid for insurance or reinsurance . . . . . . . . . . . . . . . . . . . . 20 

21 Other amounts paid (see instructions) . . . . . . . . . . . . . . . . . . . . . . 21 

22 Total. Combine amounts on lines 12 through 21 . . . . . . . . . . . . . . . . . . 22 

Part V Nonmonetary and Less-Than-Full Consideration Transactions Between the Reporting Corporation and 

the Foreign Related Party (see instructions) 

Describe these transactions on an attached separate sheet and check here. ▶

Part VI Additional Information 

All reporting corporations must complete Part VI. 

1 Does the reporting corporation import goods from a foreign related party? . . . . . . . . . . . . . . Yes No

2 a If “Yes,” is the basis or inventory cost of the goods valued at greater than the customs value of the imported goods? Yes No

If “No,” do not complete b and c below. 

b If “Yes,” attach a statement explaining the reason or reasons for such difference. 

c If the answers to questions 1 and 2a are “Yes,” were the documents used to support this treatment of the imported 

goods in existence and available in the United States at the time of filing Form 5472? . . . . . . . . . . . Yes No

General Instructions 

Section references are to the Internal 

Revenue Code unless otherwise noted. 

What’s New 

T.D. 9529, 2011-30 I.R.B. 57, removed the 

duplicate filing requirement for Form 5472 

contained in Regulations sections 

1.6038A-2(d) and 1.6038A-2(e). See When

and Where To File on page 3 for revised filing 

requirements. 

Purpose of Form 

Use Form 5472 to provide information 

required under sections 6038A and 6038C 

when reportable transactions occur during 

the tax year of a reporting corporation with a 

foreign or domestic related party. 

Definitions 

Reporting corporation. A reporting 

corporation is either: 

• A 25% foreign-owned U.S. corporation or 

• A foreign corporation engaged in a trade or 

business within the United States. 

25% foreign owned. A corporation is 25% 

foreign owned if it has at least one direct or 

indirect 25% foreign shareholder at any time 

during the tax year. 

25% foreign shareholder. Generally, a 

foreign person (defined on page 3) is a 25% 

foreign shareholder if the person owns, 

directly or indirectly, at least 25% of either: 

• The total voting power of all classes of 

stock entitled to vote or 

• The total value of all classes of stock of the 

corporation. 

The constructive ownership rules of section 

318 apply with the following modifications to 

determine if a corporation is 25% foreign 

owned. Substitute “10%” for “50%” in 

section 318(a)(2)(C). Do not apply sections 

318(a)(3)(A), (B), and (C) so as to consider a 

U.S. person as owning stock that is owned 

by a foreign person. 

Related party. A related party is: 

• Any direct or indirect 25% foreign 

shareholder of the reporting corporation, 

• Any person who is related (within the 

meaning of section 267(b) or 707(b)(1)) to the 

reporting corporation, 

• Any person who is related (within the 

meaning of section 267(b) or 707(b)(1)) to a 

25% foreign shareholder of the reporting 

corporation, or 

• Any other person who is related to the 

reporting corporation within the meaning of 

section 482 and the related regulations. 

“Related party” does not include any 

corporation filing a consolidated Federal 

income tax return with the reporting 

corporation. 

The rules in section 318 apply to the 

definition of related party with the 

modifications listed under the definition of 

25% foreign shareholder above. 

Reportable transaction. A reportable 

transaction is: 

• Any type of transaction listed in Part IV (e.g., 

sales, rents, etc.) for which monetary 

consideration (including U.S. and foreign 

currency) was the sole consideration paid or 

received during the reporting corporation’s 

tax year or 
Form 5472 (Rev. 12-2011) Page 3 

• Any transaction or group of transactions 

listed in Part IV, if: 

1. Any part of the consideration paid or 

received was not monetary consideration or 

2. Less than full consideration was paid or 

received. 

Transactions with a U.S. related party, 

however, are not required to be specifically 

identified in Parts IV and V. 

Direct 25% foreign shareholder. A foreign 

person is a direct 25% foreign shareholder if it 

owns directly at least 25% of the stock of the 

reporting corporation by vote or value. 

Ultimate indirect 25% foreign shareholder. 

An ultimate indirect 25% foreign shareholder 

is a 25% foreign shareholder whose 

ownership of stock of the reporting 

corporation is not attributed (under the 

principles of section 958(a)(1) and (2)) to any 

other 25% foreign shareholder. See Rev. 

Proc. 91-55, 1991-2 C.B. 784. 

Foreign person. A foreign person is: 

• An individual who is not a citizen or resident 

of the United States, 

• An individual who is a citizen or resident of a 

U.S. possession who is not otherwise a 

citizen or resident of the United States, 

• Any partnership, association, company, or 

corporation that is not created or organized in 

the United States, 

• Any foreign estate or foreign trust described 

in section 7701(a)(31), or 

• Any foreign government (or agency or 

instrumentality thereof) to the extent that the 

foreign government is engaged in the 

conduct of a commercial activity as defined 

in section 892. 

However, the term “foreign person” does 

not include any foreign person who consents 

to the filing of a joint income tax return. 

Who Must File 

Generally, a reporting corporation must file 

Form 5472 if it had a reportable transaction 

with a foreign or domestic related party. 

Exceptions from filing. A reporting 

corporation is not required to file Form 5472 

if any of the following apply: 

1. It had no reportable transactions of the 

types listed in Parts IV and V of the form. 

2. A U.S. person that controls the foreign 

related corporation files Form 5471, 

Information Return of U.S. Persons With 

Respect To Certain Foreign Corporations, for 

the tax year to report information under 

section 6038. To qualify for this exception, the 

U.S. person must complete Schedule M 

(Form 5471), Transactions Between 

Controlled Foreign Corporations and 

Shareholders or Other Related Persons, 

showing all reportable transactions between 

the reporting corporation and the related 

party for the tax year. 

3. The related corporation qualifies as a 

foreign sales corporation for the tax year and 

files Form 1120-FSC, U.S. Income Tax 

Return of a Foreign Sales Corporation. 

4. It is a foreign corporation that does not 

have a permanent establishment in the 

United States under an applicable income tax 

treaty and timely files Form 8833, 

Treaty-Based Return Position Disclosure 

Under Section 6114 or 7701(b). 

5. It is a foreign corporation all of whose 

gross income is exempt from taxation under 

section 883 and it timely and fully complies 

with the reporting requirements of sections 

883 and 887. 

6. Both the reporting corporation and the 

related party are not U.S. persons as defined 

in section 7701(a)(30) and the transactions 

will not generate in any tax year: 

• Gross income from sources within the 

United States or income effectively 

connected, or treated as effectively 

connected, with the conduct of a trade or 

business within the United States or 

• Any expense, loss, or other deduction that 

is allocable or apportionable to such income. 

Consolidated returns. If a reporting 

corporation is a member of an affiliated 

group filing a consolidated income tax return, 

Regulations section 1.6038A-2 may be 

satisfied by filing a U.S. consolidated Form 

5472. The common parent must attach to 

Form 5472 a schedule stating which 

members of the U.S. affiliated group are 

reporting corporations under section 6038A, 

and which of those members are joining in 

the consolidated filing of Form 5472. The 

schedule must show the name, address, and 

employer identification number of each 

member who is including transactions on the 

consolidated Form 5472. 

Note. A member is not required to join in 

filing a consolidated Form 5472 just because 

the other members of the group choose to 

file one or more Forms 5472 on a 

consolidated basis. 

When and Where To File 

Attach Form 5472 to the reporting 

corporation's income tax return. If the 

reporting corporation's income tax return is 

not filed when due, file a timely Form 5472 

separately with the service center where the 

reporting corporation's income tax return is 

due. When the reporting corporation's tax 

return is filed, attach a copy of the previously 

filed Form 5472.

Note. A separate Form 5472 must be filed for 

each foreign or domestic related party with 

which the reporting corporation had a 

reportable transaction during the tax year. 

Electronic Filing of Form 5472 

If you file your income tax return 

electronically, see the instructions for your 

income tax return for general information 

about electronic filing. 

Accrued Payments and Receipts 

A reporting corporation that uses an accrual 

method of accounting must use accrued 

payments and accrued receipts for purposes 

of computing the total amount to enter on 

each line of the Form 5472. See Regulations 

section 1.6038A-2(b)(8). 

Penalties 

Penalties for failure to file Form 5472. A 

penalty of $10,000 will be assessed on any 

reporting corporation that fails to file Form 

5472 when due and in the manner 

prescribed. The penalty also applies for 

failure to maintain records as required by 

Regulations section 1.6038A-3. 

Note. Filing a substantially incomplete Form 

5472 constitutes a failure to file Form 5472. 

Each member of a group of corporations 

filing a consolidated information return is a 

separate reporting corporation subject to a 

separate $10,000 penalty and each member 

is jointly and severally liable. 

If the failure continues for more than 90 

days after notification by the IRS, an 

additional penalty of $10,000 will apply. This 

penalty applies with respect to each related 

party for which a failure occurs for each 30-

day period (or part of a 30-day period) during 

which the failure continues after the 90-day 

period ends. 

Criminal penalties under sections 7203, 

7206, and 7207 may also apply for failure to 

submit information or for filing false or 

fraudulent information. 

Record Maintenance 

Requirements 

A reporting corporation must keep the 

permanent books of account or records as 

required by section 6001. These books must 

be sufficient to establish the correctness of 

the reporting corporation’s Federal income 

tax return, including information or records 

that might be relevant to determine the 

correct treatment of transactions with related 

parties. See Regulations section 1.6038A-3 

for more detailed information. Also, see 

Regulations sections 1.6038A-1(h) and 

1.6038A-1(i) for special rules that apply to 

small corporations and reporting 

corporations with related party transactions of 

de minimis value. 

Specific Instructions 

Part I 

Line 1a. Address. Include the suite, room, or 

other unit number after the street address. If 

the Post Office does not deliver mail to the 

street address and the corporation has a P.O. 

box, show the box number instead. 

Foreign address. Enter the information in 

the following order: city, province or state, 

and country. Follow the country’s practice for 

entering the postal code, if any. Do not 

abbreviate the country name. 

Line 1c. Total assets. Domestic reporting 

corporations enter the total assets from item 

D, page 1, Form 1120. Foreign reporting 

corporations enter the amount from line 17, 

column (d), Schedule L, Form 1120-F. 

Lines 1d and 1e. Enter a description of the 

principal business activity and enter the 

principal business activity code. See the 

Instructions for Form 1120 or Form 1120-F 

for a list of principal business activities and 

their associated codes. 

Line 1f. Enter the total value in U.S. dollars of 

all foreign related party transactions reported 

in Parts IV and V of this Form 5472. This is 

the total of the amounts entered on lines 11 

and 22 of Part IV plus the fair market value of 

the nonmonetary and less-than-full 

consideration transactions reported in Part V. 

Do not complete line 1f if the reportable 

transaction is with a U.S. related party. 
Form 5472 (Rev. 12-2011) Page 4 

Line 1g. File a separate Form 5472 for each 

foreign or each U.S. person who is a related 

party with which the reporting corporation 

had a reportable transaction. Enter the total 

number of Forms 5472 (including this one) 

being filed for the tax year. 

Line 1h. Enter the total value in U.S. dollars 

of all foreign related party transactions 

reported in Parts IV and V of all Forms 5472 

filed for the tax year. This is the total of the 

amounts entered on line 1f of all Forms 5472 

filed for the tax year (including this one). 

Line 1l. Provide the principal country(ies) 

where business is conducted. Do not 

include a country(ies) in which business is 

conducted solely through a subsidiary. Do 

not enter “worldwide” instead of listing the 

country(ies). These rules also apply to lines 

2c, 3c, 4c, Part II, and line 1f, Part III. 

Line 2. For purposes of this line: 

• “Foreign person” has the same meaning as 

provided on page 3. 

• 50% direct or indirect ownership is 

determined by applying the constructive 

ownership rules of section 318 with the 

modifications listed under 25% foreign 

shareholder on page 2. 

Part II 

Note. Only 25% foreign-owned U.S. 

corporations complete Part II. 

The form provides sufficient space to 

report information for two direct 25% foreign 

shareholders and two ultimate indirect 25% 

foreign shareholders. If more space is 

needed, show the information requested in 

Part II on an attached sheet. 

Report on lines 1a through 1e information 

about the direct 25% foreign shareholder who 

owns (by vote or value) the largest 

percentage of the stock of the U.S. reporting 

corporation. 

Report on lines 2a through 2e information 

about the direct 25% foreign shareholder who 

owns (by vote or value) the second-largest 

percentage of the stock of the U.S. reporting 

corporation. 

Report on lines 3a through 3e information 

about the ultimate indirect 25% foreign 

shareholder who owns (by vote or value) the 

largest percentage of the stock of the U.S. 

reporting corporation. 

Report on lines 4a through 4e information 

about the ultimate indirect 25% foreign 

shareholder who owns (by vote or value) the 

second-largest percentage of the stock of the 

U.S. reporting corporation. 

Lines 3a through 3e and lines 4a through 

4e. Attach an explanation of the attribution 

of ownership. See Rev. Proc. 91-55 and 

Regulations section 1.6038A-1(e). 

Part III 

All filers must complete Part III even if the 

related party has been identified in Part II as 

a 25% foreign shareholder. Report in Part III 

information about the related party (domestic 

or foreign) with which the reporting 

corporation had reportable transactions 

during the tax year. 

Part IV 

Note. Do not complete Part IV for 

transactions with a domestic related party. 

When completing Part IV or Part V, the 

terms “paid” and “received” include accrued 

payments and accrued receipts. State all 

amounts in U.S. dollars and attach a 

schedule showing the exchange rates used. 

If the related party transactions occur 

between a related party and a partnership 

that is, in whole or in part, owned by a 

reporting corporation, the reporting 

corporation reports only the percentage of 

the value of the transaction(s) equal to the 

percentage of its partnership interest. This 

rule does not apply if the reporting 

corporation owns a less-than-25% interest in 

the partnership. The rules of attribution apply 

when determining the reporting corporation’s 

percentage of partnership interest. 

Generally, all reportable transactions 

between the reporting corporation and a 

related foreign party must be entered in Part 

IV. 

Reasonable estimates. When actual 

amounts are not determinable, enter 

reasonable estimates (see below) of the total 

dollar amount of each of the categories of 

transactions conducted between the reporting 

corporation and the related person in which 

monetary consideration (U.S. currency or 

foreign currency) was the sole consideration 

paid or received during the tax year of the 

reporting corporation. 

A reasonable estimate is any amount 

reported on Form 5472 that is at least 75% 

but not more than 125% of the actual amount 

required to be reported. 

Small amounts. If any actual amount in a 

transaction or a series of transactions 

between a foreign related party and the 

reporting corporation does not exceed a total 

of $50,000, the amount may be reported as 

“$50,000 or less.” 

Line 7. Amounts borrowed. Report amounts 

borrowed using either the outstanding 

balance method or the monthly average 

method. If the outstanding balance method is 

used, enter the beginning and ending 

outstanding balance for the tax year on lines 

7a and 7b. If the monthly average method is 

used, skip line 7a and enter the monthly 

average for the tax year on line 7b. 

Line 10. Other amounts received. Enter 

amounts received that are not specifically 

reported on lines 1 through 9. Include 

amounts on line 10 to the extent that these 

amounts are taken into account in 

determining the taxable income of the 

reporting corporation. 

Line 18. Amounts loaned. Report amounts 

loaned using either the outstanding balance 

method or the monthly average method. If the 

outstanding balance method is used, enter 

the beginning and ending outstanding 

balance for the tax year on lines 18a and 18b. 

If the monthly average method is used, skip 

line 18a and enter the monthly average for 

the tax year on line 18b. 

Line 21. Other amounts paid. Enter 

amounts paid that are not specifically 

reported on lines 12 through 20. Include 

amounts on line 21 to the extent that these 

amounts are taken into account in 

determining the taxable income of the 

reporting corporation. 

Part V 

Note. Do not complete Part V for 

transactions with a domestic related party. 

If the related party is a foreign person, the 

reporting corporation must attach a schedule 

describing each reportable transaction, or 

group of reportable transactions. The 

description must include sufficient information 

so that the nature and approximate monetary 

value of the transaction or group of 

transactions can be determined. The 

schedule should include: 

1. A description of all property (including 

monetary consideration), rights, or obligations 

transferred from the reporting corporation to 

the foreign related party and from the foreign 

related party to the reporting corporation; 

2. A description of all services performed 

by the reporting corporation for the foreign 

related party and by the foreign related party 

for the reporting corporation; and 

3. A reasonable estimate of the fair market 

value of all properties and services 

exchanged, if possible, or some other 

reasonable indicator of value. 

If the entire consideration received for any 

transaction includes both tangible and 

intangible property and the consideration paid 

is solely monetary consideration, report the 

transaction in Part IV instead of Part V if the 

intangible property was related and incidental 

to the transfer of the tangible property (e.g., a 

right to warranty services). 

See the instructions for Part IV for 

information on reasonable estimates and 

small amounts. 

Paperwork Reduction Act Notice. We ask 

for the information on this form to carry out 

the Internal Revenue laws of the United 

States. You are required to give us the 

information. We need it to ensure that you are 

complying with these laws and to allow us to 

figure and collect the right amount of tax. 

You are not required to provide the 

information requested on a form that is 

subject to the Paperwork Reduction Act 

unless the form displays a valid OMB control 

number. Books or records relating to a form 

or its instructions must be retained as long as 

their contents may become material in the 

administration of any Internal Revenue law. 

Generally, tax returns and return information 

are confidential, as required by section 6103. 

The time needed to complete and file this 

form will vary depending on individual 

circumstances. The estimated average time 

is: 

Recordkeeping . . . . 17 hr., 42 min. 

Learning about the law 

or the form . . . . . . 3 hr., 4 min. 

Preparing and sending 

the form to the IRS . . 3 hr., 30 min. 

If you have comments concerning the 

accuracy of these time estimates or 

suggestions for making this form simpler, we 

would be happy to hear from you. See the 

instructions for the tax return with which this 

form is filed.