Form 5471: the price of owning a UK company as a US person.
A US citizen who owns or helps control a non-US company owes the IRS a detailed annual information return about it. For the typical American running a UK limited company, Form 5471 — and the anti-deferral rules behind it — is the single most consequential form in their file.
Figures relate to tax year 2025 (US) · 2025-26 (UK)
Who files, and what it demands
Filing categories reach officers, directors and shareholders at various ownership levels; a US person owning most of a UK Ltd files the fullest version, with income statement, balance sheet, earnings and transaction schedules translated into US terms.
Behind the reporting sit the controlled foreign corporation rules: GILTI and Subpart F can pull the company's income onto your personal return each year even when nothing is distributed. Elections and structuring decide how hard that lands.
- Category analysis — who must file, at what depth
- Company accounts restated to US reporting
- GILTI and Subpart F exposure, with elections modelled
- Coordination with UK corporation tax and dividends
Penalties are automatic and patient
The starting penalty is $10,000 per form per year, and an unfiled 5471 keeps the statute of limitations open on your entire return — the exposure doesn't age away.
Dormant companies have a simplified filing route, and reasonable-cause relief exists for genuine oversights. The wrong answer is silence.
Primary sources
Official guidance from the IRS, FinCEN and GOV.UK. Thresholds and rates on those pages are updated annually — check the current tax year before relying on a figure.
Questions, Answered.
What clients ask about irs form 5471
I own 100% of a small UK Ltd. Does this really apply to me?
Yes — size doesn't matter. A one-person consultancy files the same form as a group subsidiary. The good news: for small companies with modest profits, elections often reduce the actual US tax to little or nothing. The form, however, is not optional.
What is GILTI in plain terms?
A yearly US tax on a controlled foreign company's profits above a routine return on its assets — whether or not you pay yourself a dividend. High-tax elections and UK corporation tax credits usually blunt it for UK companies, but only when claimed.
My company has never traded. Do I still file?
Dormant foreign corporations qualify for a summary filing procedure — a much lighter return, but still a return. It's the cheapest compliance in the whole regime and the easiest to miss.
When is Form 5471 due?
It attaches to your 1040, so it follows your personal deadlines — June 15 abroad, October 15 on extension. There is no separate filing; forgetting it when the return goes in is exactly how most people miss it.
Can I avoid Form 5471 by using a UK LLP or sole trader setup instead?
Structure genuinely changes the answer: sole traders and certain transparent entities avoid 5471 territory entirely, and check-the-box elections can turn a Ltd into a disregarded entity with different (often lighter) reporting. It's a decision to make before incorporating, not after.
Next Step.
Tell us what you hold — the scope and a fixed fee follow in writing.