Form 5472 for Delaware vs Wyoming LLCs: Any Difference?

Form 5472 is created by federal law— Internal Revenue Code section 6038A — and administered by the IRS, not by any state. A US state charters your LLC and collects an annual fee, but it has no role in the information return you owe the federal government. That means the question “does Delaware or Wyoming change my 5472?” has a single answer: it does not. The form, the schedules, the deadline, and the penalty are word-for-word the same.

The disregarded-entity-as-corporation rule that pulls single-member LLCs into Form 5472 came from final regulations under T.D. 9796, effective for tax years beginning on or after January 1, 2017. Nothing in that rule references a state of formation. For the full picture of how this applies to your entity, see Form 5472 for foreign-owned single-member LLCs.

It helps to separate two layers. The state layer decides where your LLC is born, what it costs to keep alive, and which courts hear its disputes. The federal layer decides what you report to the IRS. Form 5472 is purely federal. A Wyoming LLC and a Delaware LLC owned by the same non-US person have identical federal reporting because they are both US disregarded entities with a foreign owner.

The trigger is a reportable transaction with the foreign owner or a related party — and virtually every foreign-owned SMLLC has a reportable transaction because funding the LLC counts. So almost all of them must file, whether they sit in Cheyenne or Wilmington. If you are not sure the requirement applies, the single-member LLC guide walks through it.

On the form itself, the difference is cosmetic. Part I asks for the US reporting entity’s name, EIN, and state of organization. You enter Wyoming on a Wyoming LLC and Delaware on a Delaware LLC. Every other line — the 25% foreign owner in Part II, the related party in Part III, and the reportable transactions in Parts IV through VI — is filled out the same way for both.

A complete line-by-line of those 9 parts is in our e-commerce founders guide, which uses the same form a Wyoming or Delaware seller files.

There is no separate IRS service center for Wyoming versus Delaware filers in this case. A foreign-owned US disregarded entity has no e-file path at all, so both states use the only two accepted methods: mail and fax. Keep the certified-mail receipt or the fax transmission confirmation as your proof of timely filing — that receipt is the same regardless of where the LLC was formed.

We handle the mail-or-fax step for every client on the apply page, Wyoming or Delaware, for one flat fee.

Because the penalty is federal, your state of formation gives you no relief. A Wyoming LLC that skips Form 5472 is exposed to the same $25,000 assessment as a Delaware LLC. With no statute of limitations on an unfiled information return, a year you missed in 2019 can still be assessed today, in either state.

Picking a “cheap” state to save on annual fees does nothing about this risk — the $25,000 penalty dwarfs any state-fee saving. Read the full rule on the Form 5472 penalty page so you understand exactly what is at stake before the deadline.

The Delaware-versus-Wyoming debate is real, but it lives entirely on the state layer. Founders pick Wyoming for low cost and a private ownership record; they pick Delaware when they expect venture funding or want the predictability of its business courts. These are genuine trade-offs — they simply have nothing to do with Form 5472, which both states owe.

What this means for a foreign owner

Choose your state on cost and goals, then budget for Form 5472 either way. If you are switching providers or comparing what an annual filing should cost, our pricing page shows why a flat fee beats every competitor regardless of where you formed.

People often bundle “BOI” and “Form 5472” together, but they are different filings with different agencies. The Beneficial Ownership Information report goes to FinCEN; Form 5472 goes to the IRS. As of the March 2025 interim final rule, domestically formed LLCs in any state — Wyoming, Delaware, or elsewhere — no longer file BOI. That exemption changes nothing about Form 5472.

So a foreign-owned Wyoming or Delaware LLC in 2026 typically owes Form 5472 plus a pro forma 1120 but does not owe a BOI report. Do not let the BOI exemption lull you into skipping the IRS filing that still carries a $25,000 penalty.

Whether your LLC sits in Wyoming or Delaware, the preparation work is the same, so the price should be the same. form5472.tax prepares Form 5472 and the pro forma Form 1120, reviews them, and files by mail or fax for a flat $299 — saving $248 versus form5472.online’s $547. There is no “Wyoming surcharge” or “Delaware surcharge.”

Compare the full table on the pricing page or start now on the apply page. Either way, one flat fee covers the entire federal filing.