Updated October 16, 2026. Quick answer: Form 5471 is the information return for U.S. persons who are officers, directors or shareholders in certain foreign corporations. The instructions sort filers into Categories 1 to 5 by stock ownership, officer or director status and control. The form is attached to the filer’s income tax return and filed by that return’s due date, including extensions. The penalty section starts with a per-corporation, per-year amount that grows if the failure continues after IRS notice.
Form lines read one part at a time: Form 3520 Part III and Form 3520-A Parts II and III.
S corporation return (Form 1120-S) for 2025, read line by line: Form 1120-S Schedule B questions 4 and 5 and Form 1120-S Schedule K lines 14 to 16.
Partnership return (Form 1065) for 2025, read line by line: Form 1065 Schedule B questions 1 to 3, Form 1065 Schedule B questions 7 to 12 and Form 1065 Schedule K lines 15 to 21.
Schedule 1 (Form 1040) for 2025, read line by line: Schedule 1 lines 8l to 8p.
More IRS forms and schedules, read line by line: Form 8865 instructions and Form 8858 instructions.
What Form 5471 is and where it is filed
The instructions open with the purpose: “Form 5471 is used by certain U.S. persons who are officers, directors, or shareholders in certain foreign corporations.” They also say what the filing satisfies: “The form and schedules are used to satisfy the reporting requirements of sections 6038 and 6046, and the related regulations.”
Form 5471 is not a stand-alone filing. The instructions say to “Attach Form 5471 to your income tax return (or, if applicable, partnership or exempt organization return) and file both by the due date (including extensions) for that return.” The due date is therefore tied to the return the form is attached to. Individual filers who also make estimated payments can see the other 1040 deadlines on the Form 1040-ES page.
Each foreign corporation gets its own form: “Complete a separate Form 5471 and all applicable schedules for each applicable foreign corporation.”
Penalty amounts at a glance
The dollar and percentage figures in the penalty section of the instructions are collected here.
| Item | As printed |
|---|---|
| Failure to furnish information (section 6038) | “A $10,000 penalty is imposed for each annual accounting period of each foreign corporation” |
| Continuing failure after notice | “an additional $10,000 penalty (per foreign corporation) is charged for each 30-day period” |
| Cap on the additional penalty | “The additional penalty is limited to a maximum of $50,000 for each failure.” |
| Foreign tax credit reduction | “subject to a reduction of 10% of the foreign taxes available for credit” |
Who must file: the categories of filers
The instructions begin with a general rule: “Generally, all U.S. persons described in Categories of Filers below must complete the schedules, statements, and/or other information requested in the chart”. The categories, in the instructions’ own words, are:
| Category | How the instructions describe it |
|---|---|
| 1 (1a, 1b, 1c) | “a Category 1 filer is a person who was a U.S. shareholder of a foreign corporation that was a section 965 specified foreign corporation (SFC)” |
| 2 | “a U.S. citizen or resident who is an officer or director of a foreign corporation in which a U.S. person (defined below) has acquired (in one or more transactions)” |
| 3 | “A U.S. person (defined below) who acquires stock in a foreign corporation which, when added to any stock owned on the date of acquisition, meets the 10% stock ownership requirement (defined below) with respect to the foreign corporation” |
| 4 | “a U.S. person (defined below) who had control (defined below) of a foreign corporation during the annual accounting period of the foreign corporation” |
| 5 (5a, 5b, 5c) | “a Category 5 filer is a person who was a U.S. shareholder (defined below) that owned stock in a foreign corporation that was a CFC (defined below)” |
Category 4 turns on control. The instructions define it this way: a U.S. person has control if it owns stock possessing “More than 50% of the total combined voting power of all classes of stock of the foreign corporation entitled to vote” or “More than 50% of the total value of shares of all classes of stock of the foreign corporation.”
Category 5 turns on the controlled foreign corporation (CFC). The instructions say “In general, a CFC is a foreign corporation that has U.S. shareholders that own (directly, indirectly, or constructively, within the meaning of section 958(a) and (b))”. They define the shareholder side as a U.S. person who “Owns (directly, indirectly, or constructively, within the meaning of section 958(a) and (b)) 10% or more of the total combined voting power or value of shares of all classes of stock of a CFC”.
A filer who fits several categories does not repeat information: “If the filer is described in more than one filing category, do not duplicate information.” “However, complete all items that apply.”
Exceptions from filing
The instructions give category-specific exceptions. For Category 2: “A Category 2 filer does not have to file Form 5471 if:” “Immediately after a reportable stock acquisition, three or fewer U.S. persons own 95% or more in value of the outstanding stock of the foreign corporation and the U.S. person making the acquisition files a return for the acquisition as a Category 3 filer”. A second Category 2 exception covers a person who does not directly own an interest in the foreign corporation and must furnish the information solely because of constructive stock ownership from a U.S. person, where the person from whom the ownership is attributed furnishes all of the information required of the Category 2 filer. For Category 3 the instructions say “A Category 3 filer does not have to file Form 5471 if all of the following conditions are met.”
Where a constructive owner is covered by someone else’s filing, the instructions add “No statement is required to be attached to tax returns for persons claiming this constructive ownership exception.” “Certain other filing exceptions apply to all categories of filers.” Those general exceptions sit under Additional Filing Exceptions in the instructions and should be read before concluding that a form is not needed.
What the form reports: the schedules
Page 1 identifies the filer and the foreign corporation, and the schedules that follow report the corporation’s stock, owners and financial statements. The schedules printed on the form itself are:
| Schedule on the form | Title printed on the form |
|---|---|
| Schedule A | “Stock of the Foreign Corporation” |
| Schedule B | “Shareholders of Foreign Corporation” |
| Schedule C | “Income Statement” |
| Schedule F | “Balance Sheet” |
| Schedule G | “Other Information” |
| Schedule I | “Summary of Shareholder’s Income From Foreign Corporation” |
The filing chart then points to additional separate schedules by category. For a sole owner of a CFC the instructions give this example: “complete all six pages of Form 5471 and separate Schedules E, G-1, H, H-1, I-1, J, M, P, Q, and R.”
A schedule that applies but has nothing to report still goes in: “When a schedule is required but all amounts are zero, the schedule should still be filed with one or more zero amounts.” Use the filing chart in the instructions to see which schedules attach to which category.
Penalties as the instructions print them
The penalty section begins with the section 6038 failure: “A $10,000 penalty is imposed for each annual accounting period of each foreign corporation for failure to furnish the information required by section 6038(a) within the time prescribed.”
It continues with the escalation: “If the information is not filed within 90 days after the IRS has mailed a notice of the failure to the U.S. person, an additional $10,000 penalty (per foreign corporation) is charged for each 30-day period, or fraction thereof, during which the failure continues after the 90-day period has expired.” “The additional penalty is limited to a maximum of $50,000 for each failure.”
A second consequence reduces foreign tax credits: “Any person who fails to file or report all of the information required within the time prescribed will be subject to a reduction of 10% of the foreign taxes available for credit under sections 901 and 960.” If the failure continues 90 days or more after the date the IRS mails notice of the failure to the U.S. person, an additional 5% reduction is made for each 3-month period, or fraction thereof, during which the failure continues after the 90-day period has expired. Credit mechanics are on the Form 1116 page.
Schedule O has its own rule: “Any person who fails to file or report all of the information requested by section 6046 is subject to a $10,000 penalty for each such failure for each reportable transaction.” The instructions also warn that “Criminal penalties under sections 7203, 7206, and 7207 may apply for failure to file the information required by sections 6038 and 6046.”
Form 8938 and which edition applies
Form 5471 is one of several foreign reporting regimes. The instructions say “If you have other foreign financial assets, you may be required to file Form 8938, Statement of Specified Foreign Financial Assets.” They also say “you are not required to report any items otherwise reported on Form 5471 on that form.” The difference between the account-reporting rulebooks is on the FBAR versus Form 8938 page.
The edition read for this page is Form 5471 and the Instructions for Form 5471, both Rev. December 2025, which are the revisions irs.gov served when they were read on 2026-10-16. Check the revision printed on the form you are filing, because a later revision can add schedules, change line numbers and change the categories of filers.
Foreign-held companies can also raise ownership-transfer questions covered on the foreign inheritance and Form 3520 page, and the passive foreign company regime is on the Form 8621 page.
Common mistakes
- Assuming a minority stake needs no form. The instructions treat a U.S. person who acquires stock meeting the 10% ownership requirement as a Category 3 filer, and an officer or director in some acquisitions as a Category 2 filer.
- Leaving out a schedule because every amount is zero. The instructions say a required schedule should still be filed with one or more zero amounts.
- Treating Form 8938 as a substitute. The instructions say items reported on Form 5471 need not be repeated on Form 8938, while other foreign financial assets may still require Form 8938.
Related: FBAR versus Form 8938, foreign inheritance and Form 3520, Form 8621, and Form 1116.
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Answer againSources
- Form 5471 (Rev. December 2025), Information Return of U.S. Persons With Respect to Certain Foreign Corporations: https://www.irs.gov/pub/irs-pdf/f5471.pdf
- Instructions for Form 5471 (Rev. December 2025): https://www.irs.gov/pub/irs-pdf/i5471.pdf
Read from the IRS documents linked above on October 16, 2026. General information, not tax advice. Your own facts decide the outcome, and a preparer, the account provider or the IRS is the right place to confirm anything consequential.