TL;DR: The disclosure a US person files about a foreign corporation they own or control. No tax is paid with it, but the penalties for missing it are steep.
Watch: What is Form 5471? (4 min, with captions)

What it is. An information return attached to the US owner's own tax return, describing a foreign corporation: its shareholders, income, balance sheet and dealings with related parties. It feeds the CFC and NCTI rules.

Who has to file. US persons in five categories, roughly: US shareholders of a CFC or certain other foreign corporations; US officers or directors when a US person crosses 10% ownership; US persons who acquire or dispose of a 10% stake; and US persons who control (own more than 50% of) the corporation. A US fund that owns a foreign portfolio company is a classic filer.

When it's due. With the filer's income tax return, including extensions (so for a fund, with its Form 1065). The penalty starts at $10,000 per form per year, with more for continued failure, and the IRS's time limit to audit the whole return can stay open until it's filed.

Who files Form 5471A US owner of a foreign corporation attaches Form 5471 to its own return; it is an information return, not a tax payment.US ownerof a foreign corpForm 5471attached to ownreturnIRSinformation only
One form per foreign corporation, per filer, per year.

Worked example

A US PE fund buys 80% of a German manufacturer. The German company is now a CFC, so the fund attaches a Form 5471 for it to the fund's 1065 every year, and the US partners get the CFC detail on their K-3s.

Where you'll see it: Acquisitions of non-US portfolio companies, K-3 preparation, and "did the target ever file its 5471s?" diligence.

Code: IRC §§ 6038, 6046, 6501(c)(8); Instructions for Form 5471 · Related: CFC, NCTI (“necktie”), PFIC, Form 8858, DRE (disregarded entity)

Full explainer: the five filer categories and their schedules →

See all 53 terms in the glossary

This glossary is general information, simplified for learning. It is not tax, legal or investment advice, and real structures turn on facts and documents not shown here.