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Lourdes Fox

Do I need to file Form 5471 for a defunct UK business with no activity?

I'm a dual US-UK citizen and registered a small business with a friend in the UK a couple years back. We each own 50% on paper. The plan was to import and sell clothing items, but honestly we gave up after just getting some product samples made. The "business" never really operated - no sales, barely any expenses, no bank account, nothing substantial. I'm trying to figure out if I still need to complete Form 5471 to report my interest in a Foreign Corporation when filing my US taxes. I've gone through the Form 5471 instructions carefully but can't find any exemptions for businesses that basically don't exist in practice (no revenue/expenses). I don't want to pay thousands to a tax professional for something that's essentially a non-operating entity, but I also don't want to get in trouble with the IRS for not reporting it. Has anyone dealt with this situation before? Any suggestions would be greatly appreciated!

This is a great question that comes up often with US expats. Form 5471 is required for US persons who are officers, directors, or shareholders in certain foreign corporations, regardless of whether the business is active or not. The reporting requirements are based on ownership percentage and category of filer, not on whether the business has activity. Since you own 50% of a foreign corporation, you would generally fall under Category 5 filer status which requires reporting. The IRS doesn't have a specific exemption for dormant or inactive companies - the technical ownership is what triggers the requirement. That said, there is a potential simplified reporting method for dormant or inactive foreign corporations. Check out Revenue Procedure 92-70, which might provide some relief from the full Form 5471 filing requirements for inactive companies.

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So if OP never actually did anything with the business, would claiming it on FBAR also be required? And what about those FATCA requirements - do those kick in even if there's literally no money involved?

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FBAR filing is only required if you have financial accounts with an aggregate value exceeding $10,000 at any point during the year. If the business never opened a bank account or if the account never held funds, then FBAR wouldn't be required for that particular entity. Regarding FATCA, the Form 8938 requirements are separate from Form 5471. You would need to report the foreign corporation on Form 8938 if it meets the specified foreign financial asset reporting thresholds, which vary depending on your filing status and whether you live in the US or abroad. However, if the business has no substantial assets or activities, the value of your interest might be minimal or zero, potentially falling below the reporting threshold.

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How does this taxr thing work with UK business structures specifically? I've got a similar situation but with an LLP in Scotland that barely operated before I abandoned it.

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Sounds interesting but I'm skeptical about AI tax tools. Does it actually give you personalized advice that you can rely on? I've heard horror stories about people getting audited after using tax software that missed international reporting requirements.

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I think a lot of people overlook the fact that Form 5471 has different categories of filers. For a 50% ownership in a foreign corp, you're most likely a Category 5 filer. The important thing is disclosure - the penalties for not filing can be steep ($10k+ per form per year). If the business truly has no operations, minimal expenses and no bank accounts, your Form 5471 would be pretty basic but still required. The cost shouldn't be that high for a simple filing with minimal info - you might find a US expat tax specialist who would do just this form for a reasonable fee rather than a full tax return.

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Thanks, this is super helpful. So even though we never really operated, just the fact that we registered the business means I need to file? Is there any threshold for "minimal expenses" - we spent maybe £200 total on samples before abandoning the project.

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Yes, the registration itself created a legal entity that you partially own, which triggers the Form 5471 filing requirement regardless of the minimal activity. The IRS is primarily concerned with disclosure of foreign entities, even dormant ones. There's no specific threshold for "minimal expenses" that exempts you from filing. However, the £200 you spent would simply be reported as expenses on the form. The good news is that with such minimal activity, your form would be quite straightforward - many sections would be zeros or not applicable. This is exactly the type of situation where the simplified reporting under Revenue Procedure 92-70 might be applicable, as others have mentioned.

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I had a similar situation with a business i registered in australia that never really did anything. one important thing to consider: the statute of limitations doesn't start running on your tax returns until you've filed all required international forms. so if you don't file the 5471, theoretically the irs could audit your returns from that year forever!!!

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I heard the penalties for not filing these international forms can be absolutely insane too. Like $10k PER FORM PER YEAR not filed. Did you end up having to pay any penalties when you finally filed yours?

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@Asher Levin That s'a scary thought about the statute of limitations never starting! Did you end up using one of those penalty relief programs when you finally filed? I ve'heard the IRS has some options for people who didn t'know about these international filing requirements, but I m'not sure how they work in practice.

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@Asher Levin Wait, that statute of limitations thing sounds terrifying! So you re'saying if I don t'file the Form 5471 for my UK business, the IRS could potentially audit me years down the road even if I file everything else correctly? That s'exactly the kind of nightmare scenario I was worried about. How did you find out about this - did a tax professional tell you or did you discover it through research? I m'starting to think I really can t'afford NOT to file this form, even if the business never did anything substantial.

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