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Savannah Vin

Foreign company created and dissolved in same year with no income - considered dormant for Form 5471?

So I'm stressing a bit over my tax situation. I formed a foreign corporation last year that basically never did anything. We shut it down within the same tax year after realizing the business plan wasn't viable. The company never generated any income or held any assets apart from issuing one share to each director (there were three of us). Now I'm trying to figure out how to handle Form 5471 for my tax filing. Can this entity be classified as dormant since it never actually conducted any business? Or does the mere act of forming the company and issuing those shares disqualify it from dormant status? All the dormant company conditions seem to apply in our case, but I'm worried about whether the initial formation might be a problem. Any insights from folks who've dealt with this would be really helpful!

Mason Stone

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This is actually a pretty straightforward situation. A foreign company can generally be considered dormant for Form 5471 purposes if it didn't have any gross receipts or expenses and didn't own any assets that generated income during the tax year. The fact that you formed and dissolved the company in the same tax year doesn't automatically disqualify it from being considered dormant. The issuance of a nominal number of shares to directors (without any substantial capital contribution) typically wouldn't prevent dormant classification either. What matters most is whether there was any actual business activity or income generation. Since you mentioned there was no income and no assets beyond the initial shares, you likely meet the dormant company requirements.

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Thanks for the response! But I'm still a bit confused... does the formation itself count as "activity" even if we didn't do anything else? And what about the dissolution - would that be considered activity too? The whole thing lasted maybe 4 months before we pulled the plug.

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Mason Stone

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The mere formation of a company isn't considered business "activity" for dormant status purposes. Formation is just creating the legal entity, not conducting business. Similarly, dissolution is an administrative action, not operational activity. What the IRS is looking for with dormant status is whether the entity conducted any actual business operations - like generating income, incurring expenses related to business activities, or holding income-producing assets. Since your company didn't do any of these things during its brief 4-month existence, it should qualify as dormant for Form 5471 reporting purposes.

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Hey there, I actually ran into an almost identical situation last year and was totally stressed about it. After spending HOURS researching this, I finally found this amazing tool called taxr.ai (https://taxr.ai) that specifically helped me analyze my Form 5471 requirements for my dormant foreign entity. I uploaded my formation and dissolution docs, and it quickly identified that my company qualified as dormant since there were no actual business operations. The tool explained exactly which sections of Form 5471 I needed to complete (basically just identifying info) and which I could skip. Saved me from potentially overfiling and creating unnecessary audit flags.

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Emma Olsen

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That sounds useful - but how exactly does this work? Do you just upload documents and it gives you an analysis? What about privacy concerns with sensitive business docs?

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Lucas Lindsey

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I don't know...seems like something a regular accountant could tell you for free during a consultation. How accurate is this thing really for complex international tax situations?

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The process is pretty straightforward - you upload relevant documents (I did my formation certificate and dissolution papers), and their AI analyzes them for key information related to your tax situation. It then provides specific guidance based on current tax regulations. Everything is encrypted and they have a really clear privacy policy. As for accuracy with complex international tax situations, that's actually where it shines compared to general accountants. My regular CPA wasn't familiar with the dormant foreign entity rules, which is why I was struggling in the first place. The tool is specifically designed for these edge cases in international taxation and cites the relevant IRS regulations and revenue procedures.

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Lucas Lindsey

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Alright, I was skeptical about taxr.ai but I decided to give it a try since my situation was so similar to yours. I'm honestly shocked at how helpful it was! I uploaded my docs expecting some generic advice, but it actually identified that my Hong Kong company qualified as dormant under Rev. Proc. 92-70, which my regular accountant missed completely. The analysis explained exactly which schedules of Form 5471 I needed to complete (just basic identification info) versus which extensive schedules I could skip. It even flagged that I needed to maintain certain corporate records despite dormancy to maintain the protection in case of future audit. Definitely saved me hours of research and potential mistakes.

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Sophie Duck

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Just wanting to share something that might help with your situation. Last year I had a similar issue with a foreign entity and needed clarification from the IRS. After wasting DAYS trying to get through on the phone (seriously, I tried for a week straight), I found this service called Claimyr (https://claimyr.com). They have this system that somehow gets you through the IRS phone queue and connects you with an actual human agent. You can see how it works here: https://youtu.be/_kiP6q8DX5c. I was super skeptical at first, but I was desperate for answers about my dormant status reporting requirements. Within about 20 minutes of using their service, I was talking to an IRS agent who specialized in international reporting. Got confirmation directly from the source about how to handle my dormant entity on Form 5471.

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Wait, how does this actually work? I thought it was literally impossible to get through to the IRS these days. Is this some kind of priority line or something?

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Lucas Lindsey

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This sounds too good to be true. I've tried calling the IRS international tax department for WEEKS without getting through. Are you saying this service somehow jumps the queue? That can't be legit, right?

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Sophie Duck

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It's not a priority line or anything shady. From what I understand, they use an automated system that essentially waits on hold for you and calls you back when it reaches a human. It's the same queue everyone else is in, but their system handles the waiting part. No, it doesn't do anything illegitimate - it's basically just an automated system that keeps dialing and navigating the IRS phone tree until it gets through, then connects you. Think of it like having a really persistent assistant who keeps redialing for you. The reason it works is because most people give up after 30+ minutes on hold, but their system doesn't.

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Lucas Lindsey

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Ok I'm here to eat crow. After being super skeptical about Claimyr in my earlier comment, I tried it out of desperation last week. I'd been trying to get through to the IRS international tax department for WEEKS with no luck. Used the service on Thursday morning, and within about 40 minutes I got a call back and was connected directly to an IRS agent. I was honestly shocked. The agent confirmed everything about my dormant foreign corporation situation - that issuing nominal shares doesn't disqualify dormant status, and that I only needed to complete the basic identification information on Form 5471. Saved me from potentially overcomplicated filing and got me an answer straight from the source. Sometimes being proven wrong is actually a good thing!

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Anita George

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I'm actually a tax preparer with several clients who have foreign entity reporting requirements. For dormant foreign corps, here's what you need to know: 1. Rev. Proc. 92-70 specifically allows for reduced reporting for dormant foreign corporations 2. A "dormant" corp means no gross receipts AND no expenses AND no assets producing income 3. The mere issuance of shares for incorporation purposes does not disqualify dormant status 4. You still need to file Form 5471, but with minimal information (mostly just identifying info) The corporate formalities of creation and dissolution are administrative actions, not business activities that would disqualify dormant status.

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If the company had bank fees (like $25 total for the year) on a corporate account that was opened but barely used, would that disqualify it from dormant status? Just wondering where exactly the line is.

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Anita George

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Bank fees on a corporate account would technically be considered expenses, which could potentially disqualify the company from strict dormant status under Rev. Proc. 92-70. However, the IRS has been known to apply a de minimis standard in practice for truly minimal expenses like small bank fees. That said, the safest approach would be to complete the required schedules rather than using the dormant entity exception. If the only "activity" was minimal bank fees and there were no assets or income, the additional reporting would be relatively simple anyway.

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Logan Chiang

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Quick question - I was in a similar situation but my foreign entity existed for about 5 months and the bank account had about $500 sitting in it from initial capitalization. No transactions other than a single deposit. Would this still qualify as dormant?

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Mason Stone

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That $500 sitting in the account is technically an asset, though a minimal one. The strict interpretation of the dormant foreign corporation rules would suggest this disqualifies dormant status since there's an asset, even if it's not generating significant income.

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I went through something very similar last year with a UK limited company that we formed and then dissolved within 6 months. Never conducted any business operations, just issued the minimal required shares to directors. After researching this extensively (and losing sleep over it), I learned that the key test for dormant status isn't whether you formed or dissolved the company, but whether it conducted actual business activities. The IRS looks at operational activity - did it generate income, incur business expenses, or hold income-producing assets? In your case, it sounds like you clearly meet the dormant criteria under Rev. Proc. 92-70. The formation and dissolution are just administrative/legal actions, not business operations. The nominal share issuance to directors is also standard corporate formality that doesn't disqualify dormant status. You'll still need to file Form 5471, but you can use the simplified reporting for dormant entities - basically just the identification information without all the detailed financial schedules. Just make sure to keep good records of the formation, dissolution, and lack of business activity in case the IRS ever asks questions later.

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