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US owners of UK companies: 5471, GILTI and structure

A UK limited company is the natural vehicle for a UK business — until its owner is a US person, at which point it becomes a controlled foreign corporation with its own US information return, Form 5471, and a US shareholder taxed on profits that never left the company. None of this makes the structure wrong. All of it makes the structure a decision.

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Business Owner

At a Glance.

Figures relate to tax year 2025 (US) · 2025-26 (UK)

Profile
UK company with a US owner
Filings
Form 5471 + corporate returns
Reporting
GILTI exposure
Focus
Entity structuring
Outcome
Both sides aligned

  1. Form 5471 is the price of admission

    US persons with significant ownership of a non-US company file Form 5471 — a return about the company itself: balance sheet, earnings, transactions with the owner. It raises no tax directly, but the penalty for skipping it is fixed, per year, and indifferent to whether any tax was due.

    The form is demanding the first year and routine thereafter, once the company's books are kept with US reporting in mind. We set that up once and reuse it every year.

  2. GILTI taxes profits you never withdrew

    The GILTI regime can tax a US owner currently on the UK company's retained earnings — profit left in the business for perfectly good commercial reasons. Whether it bites, and how hard, depends on salary and dividend policy, UK corporation tax paid, and elections available on the US side.

    This is the heart of the planning: modelling the interaction and choosing a profit-extraction pattern and election set that keeps the combined US-UK cost where it should be, rather than discovering the answer at filing time.

  3. Structure follows the life behind it

    The right entity answer differs for a contractor in London, a founder scaling toward US investors, and a family firm passing down a generation. Sometimes the limited company stands; sometimes a check-the-box election changes its US character; occasionally a restructure is worth the cost.

    We give you the options with numbers attached, in writing, and implement the one you choose on both sides — company filings and personal returns moving together.

Services this usually involves
Business & corporate taxUS federal returnsDouble tax treaty reliefFBAR & FATCA reporting

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.

Common questions

I'm American with a UK limited company. What does the IRS need?
Typically Form 5471 with your personal return each year, plus analysis of the GILTI and Subpart F regimes that can tax you on the company's undistributed profits. UK corporation tax and salary/dividend choices feed directly into those calculations, which is why both sides need preparing together.
What is GILTI in plain terms?
A US regime that can tax a US owner each year on a controlled foreign company's earnings even if nothing is paid out. Credits for UK tax and available elections often reduce it substantially — but only when claimed deliberately, with the company's numbers computed the US way.
Is a UK limited company simply a mistake for a US person?
No — it is often still the right vehicle, carrying known US reporting alongside. The mistake is running one without the US layer handled: unfiled 5471s and unplanned GILTI are what turn a sensible structure into an expensive one.

Next Step.

Tell us what you hold — the scope and a fixed fee follow in writing.

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Other situations
American in the UKBritish in the USAccidental AmericanDual CitizenMoving Across the Atlantic