U.S. LLC Taxes for Nigerian Founders: What to File Each Year

Thousands of Nigerian freelancers, agencies, and software founders now run a Wyoming or Delaware LLC so they can invoice international clients in dollars. Forming the company takes a few days. What most formation agents do not explain is the yearly filing that follows, and it carries one of the largest penalties in the U.S. tax code.

The yearly federal filing: Form 5472 with Pro Forma 1120

When a U.S. LLC has a single owner who is not a U.S. person, the IRS treats it as a foreign-owned disregarded entity. Since 2017, these companies have had to report their dealings with their owner on Form 5472, attached to a Pro Forma Form 1120. It is an information return. It does not calculate tax. It tells the IRS what moved between you and your company during the year.

The return is filed under the LLC's EIN and is sent to the IRS by fax or mail, not through standard e-filing. For a fuller explanation, read Form 5472 Explained.

What counts as a reportable transaction for a Nigerian owner

Almost any movement of money or value between you and the LLC counts. Common examples:

• You pay the formation agent or registered agent from your domiciliary account or a personal dollar card.
• You move money from your personal fintech wallet into the LLC account to cover a subscription or an annual report fee.
• You withdraw profit from the LLC to your personal account in Nigeria.

Naira cards often have low limits for international payments, so many Nigerian owners pay company costs personally in dollars. Each of those payments is a transaction between you and your LLC, and it belongs on Form 5472.

Do you owe U.S. income tax?

A single-member LLC owned by a non-U.S. person is normally a "disregarded entity". The LLC does not pay U.S. income tax itself. Instead, the IRS looks at you, the owner.

As a non-resident, you are generally taxed by the U.S. only on income connected to a U.S. trade or business and on certain U.S.-source payments. Many Nigerian owners do all their work from Nigeria, with no U.S. office, staff, or warehouse, and end up with no U.S. income tax to pay. That depends on your facts, and holding stock in a U.S. warehouse or using U.S.-based people can change the answer.

Nigeria has no income tax treaty with the United States, so there is no treaty relief to fall back on. Certain U.S.-source payments, such as dividends and royalties, face the standard 30% withholding rate. Whether you owe tax or not, the Form 5472 filing still applies.

Tax forms U.S. platforms will ask you for

Payment processors, marketplaces, and U.S. clients often ask for a tax form before they pay you. Because your LLC is disregarded and you are its foreign owner, the correct form is generally a Form W-8BEN in your own name, not the Form W-9 that U.S. owners use. Giving the wrong form can lead to incorrect withholding or to income being reported to the IRS as if you were a U.S. taxpayer.

State filings

Your LLC also answers to the state where it was formed. Wyoming requires an annual report, due on the first day of the month the company was formed. Delaware charges LLCs a yearly tax due June 1. Florida requires an annual report between January 1 and May 1. New Mexico does not require an annual report from LLCs. Missing a state filing can lead to late fees and, in time, the company being dissolved. See our state filings guide.

Other filings to know about

• FBAR. If the LLC holds accounts outside the United States with more than $10,000 combined at any point in the year, an FBAR is also due.
• BOI report. At the time of writing, LLCs formed in the United States are exempt from FinCEN's beneficial ownership report. This does not affect Form 5472, which is an IRS requirement.

The Nigerian side

Nigeria taxes its residents on their income, and that can include profit you earn through a foreign company. How your LLC income is treated at home is a matter for the Nigeria Revenue Service (formerly FIRS) and your state tax authority. We prepare U.S. filings only, so please confirm the Nigerian side with a local tax adviser. Clean U.S. records make that conversation much easier.

If you have missed earlier years

Many owners learn about Form 5472 a year or two after forming the company. The safest step is to file every missing year before the IRS writes to you, with a reasonable cause statement explaining the delay. Read more about late filings and catch-up.

What to keep ready each year

• The LLC's formation documents and EIN confirmation letter
• Your passport details and home address
• All statements for the LLC's bank and payment accounts
• A list of money you put into the company and money you took out, with dates
• Any company costs you paid personally

Common questions from Nigerian owners

Do I need a U.S. visa, SSN, or ITIN to file from Nigeria?

No. Form 5472 and the Pro Forma 1120 are filed under the LLC's EIN, which you can obtain without a Social Security Number. An ITIN is only needed if you personally have to file a U.S. income tax return.

Is there a tax treaty between Nigeria and the United States?

No. Nigeria and the United States do not have an income tax treaty in force, so the ordinary U.S. rules for non-resident owners apply, including the standard 30% withholding rate on certain U.S.-source payments such as dividends and royalties.

My LLC made no money this year. Do I still file?

Most likely, yes. Form 5472 reports transactions between you and the company, not profit. Paying the formation fee or funding the account yourself is usually enough to create a filing requirement.

Can the return be filed from Nigeria without travelling?

Yes. A foreign-owned single-member LLC's Pro Forma 1120 with Form 5472 is sent to the IRS by fax or mail rather than through standard e-filing, and you do not need to be in the U.S. for this. You send your documents online and receive confirmation once it is filed.

Meritline Tax prepares Form 5472 with Pro Forma Form 1120 for foreign-owned LLCs at a starting price of $200, confirmed in a free written quote before any work begins.

This article is general information based on federal rules as of October 8, 2026. It is not tax or legal advice for your specific situation. Rules and due dates can change, so confirm your requirements before you file.