Do I need to file Form 5471 as a minority shareholder in foreign corporations?
I've recently become a minority investor in several foreign corporations and I'm trying to figure out my tax obligations for the 2025 filing season. I own less than 10% in each company and I'm not an officer or director in any of them. I'm part of a larger investment group of about 80 people (mix of US citizens and non-US persons) who collectively invested in these foreign businesses. After reading through the Form 5471 requirements and the 5 categories, I don't think I need to file this form, but I want to make sure. Also, regarding FBAR - I don't have any foreign bank accounts and don't have signature authority over any of the company accounts, so I believe I'm exempt from filing that as well. Basically, I'm wondering if my 2025 tax return would be any different from previous years given my new minority ownership positions. And looking ahead, how would I report any future income from these foreign corporations when distributions happen? Any guidance would be greatly appreciated!
20 comments


Isabella Martin
You're right to be checking on this! For Form 5471, you generally don't need to file if you own less than 10% and aren't an officer or director. The form is typically required for controlling interests or certain threshold ownership percentages. For your situation as a minority owner (under 10%), you likely won't need to file Form 5471 unless you're part of a coordinated group of US persons who collectively own more than 50%. This is called "constructive ownership" - basically, if your investment group of US persons is acting together and collectively controls the company, different rules might apply. For FBAR, you're correct that without foreign financial accounts or signature authority, you don't need to file the FBAR. For future income, you'll report any distributions as foreign dividends on Schedule B of your tax return. If the foreign corporation is in a country with a tax treaty, you might qualify for reduced withholding rates. You'll also need to check if you need to file Form 8938 (FATCA) depending on the value of your foreign assets.
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Elijah Jackson
•Thanks for the response! Can you clarify what counts as a "coordinated group"? We're all individual investors who happened to buy into the same companies, but we don't make decisions together or anything. Also, would it matter if the foreign corporations are in tax havens?
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Isabella Martin
•A "coordinated group" typically means investors acting together with a common goal or shared decision-making. If you're all making independent investment decisions and just happen to be investing in the same companies, that generally wouldn't constitute a coordinated group. The location of the foreign corporations does matter. If they're in tax havens or what the IRS calls "Specified Foreign Corporations," there could be additional reporting requirements or tax implications under various anti-avoidance rules. Some countries are also considered Controlled Foreign Corporations (CFCs) which have different reporting standards. The specific country location would help determine if any special rules apply to your situation.
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Sophia Miller
I was in a similar situation last year and found this tool called taxr.ai (https://taxr.ai) super helpful for navigating foreign investment reporting requirements. I uploaded my investment docs and answered some questions about my ownership percentages, and it gave me a clear breakdown of what forms I needed to file and which ones I could skip. For my situation (around 8% ownership in a few foreign corps), it confirmed I didn't need Form 5471 but did alert me to some other reporting requirements I hadn't considered. The tool analyzed the exact requirements based on my specific ownership structure rather than the general guidelines I was finding online that left me confused.
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Mason Davis
•How accurate was it? I've been burned by tax software before that missed important details about foreign investments. Did it ask about the specific countries the corporations are in? Different countries have different reporting requirements.
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Mia Rodriguez
•Did it help with figuring out if you were part of a "coordinated group" as mentioned above? That's the part that confuses me about these rules. Like, how would I even know what percentage all other US investors collectively own?
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Sophia Miller
•The accuracy was impressive - it flagged country-specific requirements based on where each of my foreign corporations was located. It asked detailed questions about each entity's location, corporate structure, and my relationship to other shareholders which helped determine if constructive ownership rules applied. Yes, it specifically addressed the "coordinated group" question by asking about my relationship with other shareholders, whether we had any voting agreements, and if any family members or related businesses were also investors. It helped me understand that since we were all independent investors with no coordination, the constructive ownership rules didn't apply in my case.
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Mia Rodriguez
Just wanted to follow up - I ended up trying taxr.ai after seeing it mentioned here. Seriously wished I'd found this earlier! I was totally overthinking my foreign investment reporting. The system analyzed my specific situation (I own about 7% in two foreign companies) and confirmed I don't need to file Form 5471. But it did flag that I needed to report my ownership on Schedule B by checking "yes" to the foreign account question and mentioning my ownership interest in foreign corporations. Also gave me clear guidance on how to report future dividends. Saved me from either unnecessary filing or missing required disclosures. Really straightforward process that gave me peace of mind.
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Jacob Lewis
For anyone dealing with questions about foreign investment reporting, I highly recommend using Claimyr (https://claimyr.com) to actually speak with an IRS agent directly. I was going in circles trying to determine if my situation qualified for Form 5471 filing, and reading conflicting information online. I tried calling the IRS directly but kept getting the dreaded "due to high call volume" message for weeks. Then I found Claimyr, watched their demo (https://youtu.be/_kiP6q8DX5c), and decided to give it a shot. They got me connected to an IRS agent in about 15 minutes who confirmed that my minority ownership (under 10%) didn't require Form 5471 filing unless I was part of a coordinated control group. Completely worth it to get an official answer directly from the IRS rather than stressing about whether I was interpreting the rules correctly.
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Amelia Martinez
•How does this actually work? Do they somehow have a secret line to the IRS or something? Seems kinda sketchy that they can get through when no one else can.
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Ethan Clark
•I don't believe this for a second. I've tried EVERYTHING to get through to the IRS and nothing works. And even if you do get through, the agents often give different answers to the same question. How would this service change any of that?
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Jacob Lewis
•It's not a secret line - they use an automated system that continually redials and navigates the IRS phone tree until it gets through, then it calls you to connect. Basically does the waiting for you. It's the same system many tax professionals use, just available to regular taxpayers now. The value isn't just getting through, but speaking to someone who can actually look at the specific regulations. In my case, the agent referenced the exact section about minority ownership requirements and confirmed my interpretation. You're right that different agents sometimes give different answers, but having an official response provides some penalty protection if there's ever a question about why you filed the way you did.
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Ethan Clark
I need to eat some crow here. After my skeptical comment, I decided to try Claimyr anyway since I was desperate for answers about my foreign investments. It actually worked exactly as advertised and got me connected to an IRS representative in about 20 minutes (which is miraculous considering I'd been trying for weeks). The agent was able to confirm that my 8% ownership in several foreign corporations didn't trigger Form 5471 requirements since I wasn't an officer, director, or part of a controlling group. They also walked me through how to properly report future dividend income and what documentation I should keep. Having this conversation directly with the IRS gave me way more confidence than just reading online forums.
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Mila Walker
Just adding another perspective - I missed filing Form 5471 a few years ago for a similar situation (minority ownership in foreign corps) and got hit with a $10,000 penalty PER FORM that I should have filed. It was a nightmare. The issue wasn't my percentage ownership, but that my investment group was considered a "coordinated group of US persons" because we all invested through the same investment vehicle and collectively owned over 50%. Even though individually we were all under 10%, the IRS considered us a single entity for reporting purposes. So definitely don't take this lightly - the penalties are brutal if they determine you should have filed.
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Ava Hernandez
•Wow, that's terrifying. How did they determine you were a "coordinated group"? In my case, we're all individual investors who independently decided to invest in these companies. There's no investment vehicle or coordinated decision-making structure.
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Mila Walker
•In my situation, we all invested through the same private equity fund that was US-based, but which then invested in the foreign corporations. The IRS determined we were coordinated because: 1) we all signed the same operating agreement, 2) the fund manager made investment decisions on behalf of all investors, and 3) voting rights were exercised collectively through the fund. If you truly made independent investments directly into the foreign corporations without a shared investment vehicle, shared management, or voting agreements, you're probably not considered a coordinated group. But document everything about how your investment was structured just in case. The burden of proof will be on you if questioned.
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Logan Scott
Quick question - does anyone know if stock in foreign companies purchased through regular US brokerages (like Schwab or Fidelity) trigger Form 5471 requirements? I own shares of some Canadian and European companies through my brokerage account but never considered filing anything special.
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Isabella Martin
•Publicly traded stocks purchased through US brokerages generally don't require Form 5471 filing, even if they're foreign companies. Form 5471 is typically for direct ownership in foreign corporations, not publicly traded shares. Your brokerage should provide a 1099 that reports all your dividend income, including from foreign sources. You might need to file Form 8938 if your total foreign assets exceed certain thresholds, but that's different from Form 5471. The brokerages handle most of the reporting requirements for publicly traded foreign stocks.
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StarSailor
Based on what you've described, you're likely correct that you don't need to file Form 5471. With less than 10% ownership in each company and no officer/director role, you wouldn't meet the typical filing requirements under any of the 5 categories. However, I'd be extra careful about the "coordinated group" issue that others have mentioned. The fact that you're part of an 80-person investment group could potentially trigger constructive ownership rules if the IRS determines you're acting in coordination. The key factors they look at are: shared investment vehicles, common decision-making processes, voting agreements, or family/business relationships between investors. Since you mentioned it's a "mix of US citizens and non-US persons," only the US persons would count toward the 50% threshold for constructive ownership. You might want to document how your investment was structured - did everyone invest independently, or was there any kind of organizing entity or shared agreements? For future distributions, you'll report them as foreign dividends on Schedule B and may need to pay taxes on them even if they were already subject to foreign withholding taxes. You can often claim a foreign tax credit to avoid double taxation. Given the severe penalties ($10,000+ per form as mentioned above), it might be worth getting a definitive answer from a tax professional or the IRS directly, especially with the complexity of having 80 investors involved.
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Lauren Johnson
•This is really helpful, thank you! I think the key distinction here is that we all made completely independent investment decisions - there was no organizing entity, shared agreements, or coordinated decision-making. We literally just happened to invest in the same companies through our own research and due diligence. The investment group of 80 people isn't really a formal "group" - it's more like we're all individual investors who ended up in the same deals. No shared voting, no common investment vehicle, and we don't even communicate with each other about investment decisions. Given what @Mila Walker shared about the penalties, I m'definitely going to document everything about how my investments were structured. Better safe than sorry when it comes to $10,000+ penalties! I might also try one of the services mentioned above to get official confirmation from the IRS. Thanks everyone for the detailed responses - this community is incredibly helpful for navigating these complex tax situations!
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