フォーム 5472 インフォメーション
フォーム5472の指示、米国貿易または事業に関与する米国法人または外国法人の25%の情報リターン
2020年1月改定
関連フォーム
- フォーム 5472 - 日系米国法人または米国貿易・事業に関与する外国法人25%の情報返還
Department of the Treasury
Internal Revenue Service
Instructions for Form 5472
Information Return of a 25% Foreign-Owned U.S. Corporation
or a Foreign Corporation Engaged in a U.S. Trade or Business
(Rev. January 2024)
Section references are to the Internal
Revenue Code unless otherwise noted.
A 25% foreign-owned U.S.
707(b)(1)) to the reporting
corporation,
•
corporation (including a
foreign-owned U.S. disregarded entity
(DE)), or
Any person who is related (within
•
Future Developments
the meaning of section 267(b) or
707(b)(1)) to a 25% foreign
shareholder of the reporting
corporation, or
For the latest information about
developments related to Form 5472
and its instructions, such as legislation
enacted after they were published, go
A foreign corporation engaged in a
•
trade or business within the United
States.
Any other person who is related to
•
25% foreign owned. A corporation
is 25% foreign owned if it has at least
one direct or indirect 25% foreign
shareholder at any time during the tax
year.
the reporting corporation within the
meaning of section 482 and the
related regulations.
What's New
“Related party” does not include
any corporation filing a consolidated
federal income tax return with the
reporting corporation.
The rules in section 318 apply to
the definition of related party with the
modifications listed under the
earlier.
Part VII, line 39. On Form 5472, if
the answer to the question on line 39
is yes, filers are reminded to complete
Part VIII.
25% foreign shareholder.
later) is a 25% foreign shareholder if
the person owns, directly or indirectly,
at least 25% of either:
Part VII, line 41a. On Form 5472, the
term "foreign corporation" was
changed to "foreign related party" on
line 41a. In these instructions,
The total voting power of all classes
•
of stock entitled to vote, or
corresponding changes have been
made to the Part VII instructions.
The total value of all classes of
•
stock of the corporation.
Reportable transaction. A
reportable transaction is:
Part VII, lines 42a and 42b. On
Form 5472, former line 42 was
deleted and replaced with new
questions 42a and 42b to better
reflect Regulations section 1.482-2(a)
(2)(iii)(B). In these instructions,
corresponding changes have been
made to the Part VII instructions.
Part VII, line 43a. On Form 5472,
changes were made to line 43a for
purposes of clarification. In these
instructions, corresponding changes
have been made to the Part VII
instructions.
The constructive ownership rules of
section 318 apply with the following
modifications to determine if a
corporation is 25% foreign owned.
Substitute “10%” for “50%” in section
318(a)(2)(C). Do not apply sections
318(a)(3)(A), (B), and (C), so as to
consider a U.S. person as owning
stock that is owned by a foreign
person.
Any type of transaction listed in Part
•
IV (for example, sales, rents, etc.) for
which monetary consideration
(including U.S. and foreign currency)
was the sole consideration paid or
received during the reporting
corporation’s tax year;
Any transaction listed in Part V; or
Any transaction or group of
•
•
transactions listed in Part VI.
Direct 25% foreign shareholder.
A foreign person is a direct 25%
foreign shareholder if it owns directly
at least 25% of the stock of the
Transactions with a U.S. related
party, however, are not required to be
specifically identified in Parts IV, V,
and VI.
reporting corporation by vote or value.
Part VII, line 48b. On Form 5472,
changes were made to line 48b for
purposes of clarification.
Foreign person. A foreign person is:
Ultimate indirect 25% foreign
shareholder. An ultimate indirect
25% foreign shareholder is a 25%
foreign shareholder whose ownership
of stock of the reporting corporation is
not attributed (under the principles of
sections 958(a)(1) and (2)) to any
other 25% foreign shareholder. See
Rev. Proc. 91-55, 1991-2 C.B. 784.
An individual who is not a citizen or
•
resident of the United States;
An individual who is a citizen or
•
General Instructions
resident of a U.S. possession who is
not otherwise a citizen or resident of
the United States;
Purpose of Form
Use Form 5472 to provide information
required under sections 6038A and
6038C when reportable transactions
occur during the tax year of a
Any partnership, association,
•
company, or corporation that is not
created or organized in the United
States;
Related party. A related party is:
reporting corporation with a foreign or
domestic related party.
Any foreign estate or foreign trust
•
Any direct or indirect 25% foreign
•
described in section 7701(a)(31); or
shareholder of the reporting
corporation,
Any foreign government (or agency
•
Definitions
or instrumentality thereof) to the
extent that the foreign government is
engaged in the conduct of a
Any person who is related (within
•
the meaning of section 267(b) or
Reporting corporation. A reporting
corporation is either:
Dec 14, 2023
Cat. No. 59641T
commercial activity, as defined in
section 892.
However, the term “foreign person”
does not include any foreign person
who consents to the filing of a joint
income tax return.
4. It is a foreign corporation that
does not have a permanent
section 6038A, it will now be required
to file a pro forma Form 1120 with
Form 5472 attached by the due date
(including extensions) of that Form
1120. The only information required
to be completed on Form 1120 is the
name and address of the
establishment in the United States
under an applicable income tax treaty
and timely files Form 8833.
5. It is a foreign corporation all of
whose gross income is exempt from
taxation under section 883 and it
timely and fully complies with the
reporting requirements of sections
883 and 887.
6. Both the reporting corporation
and the related party are not U.S.
persons, as defined in section 7701(a)
(30) and the transactions will not
generate in any tax year:
Disregarded entity (DE). A DE is an
entity that is disregarded as an entity
separate from its owner for U.S.
income tax purposes under
foreign-owned U.S. DE and items B
and E on the first page. The
foreign-owned U.S. DE has the same
tax year used by its owner for U.S. tax
filing requirements or, if none, the
calendar year.
Regulations sections 301.7701-2 and
301.7701-3. See the instructions for
Form 8832.
Dedicated mailing address.
Foreign-owned U.S. DEs are required
to use the following dedicated mailing
address. These filers do not use the
mailing address provided in the
Instructions for Form 1120.
Foreign-owned U.S. DE. A
foreign-owned U.S. DE is a domestic
DE that is wholly owned by a foreign
person. For tax years beginning on or
after January 1, 2017, and ending on
or after December 13, 2017, a
foreign-owned U.S. DE is treated as
an entity separate from its owner and
classified as a corporation for the
limited purposes of the requirements
under section 6038A that apply to
25% foreign-owned domestic
Gross income from sources within
•
the United States or income
effectively connected, or treated as
effectively connected, with the
conduct of a trade or business within
the United States; or
Note. “Foreign-owned U.S. DE”
should be written across the top of the
Form 1120. File these forms by:
Any expense, loss, or other
•
Fax (300 DPI or higher) to
•
deduction that is allocable or
apportionable to such income.
855-887-7737, or
Mail to:
•
corporations. See the final regulations
at IRS.gov/irb/
Note. Exception 6 does not apply to
Internal Revenue Service
1973 Rulon White Blvd
M/S 6112 Attn: PIN Unit
Ogden, UT 84201
foreign-owned U.S. DEs.
Consolidated returns. If a reporting
corporation is a member of an
Who Must File
Generally, a reporting corporation
must file Form 5472 if it had a
reportable transaction with a foreign
or domestic related party.
affiliated group filing a consolidated
income tax return, Regulations section
1.6038A-2 may be satisfied by filing a
U.S. consolidated Form 5472. The
common parent must attach to Form
5472 a schedule stating which
Foreign-owned U.S. DEs are
required to use the special
!
CAUTION
mailing address, as
mentioned earlier. These filers do not
use the mailing addresses provided in
the Instructions for Form 1120.
Exceptions from filing. A reporting
corporation is not required to file Form
5472 if any of the following apply.
members of the U.S. affiliated group
are reporting corporations under
section 6038A, and which of those
members are joining in the
1. It had no reportable
Extension of time to file. A
transactions of the types listed in
Parts IV and VI of the form and, in the
case of a reporting corporation that is
a foreign-owned U.S. DE, also had no
reportable transactions of the type
listed in Part V of the form.
foreign-owned U.S. DE required to file
Form 5472 can request an extension
of time to file by filing Form 7004. The
DE must file Form 7004 by the regular
due date of the return. Because the
Form 5472 of a DE must be attached
to a pro forma Form 1120, the code
for Form 1120 should be entered on
Form 7004, Part I, line 1.
consolidated filing of Form 5472. The
schedule must show the name,
address, and employer identification
number (EIN) of each member who is
including transactions on the
2. A U.S. person that controls the
foreign related corporation files Form
5471 for the tax year to report
consolidated Form 5472.
Note. A member is not required to
join in filing a consolidated Form 5472
just because the other members of
the group choose to file one or more
Forms 5472 on a consolidated basis.
“Foreign-owned U.S. DE” should be
written across the top of Form 7004.
information under section 6038. To
qualify for this exception, the U.S.
person must complete Schedule M
(Form 5471) showing all reportable
transactions between the reporting
corporation and the related party for
the tax year. This exception does not
apply to foreign-owned U.S. DEs.
The DE must fax or mail the Form
7004 to the fax number or mailing
address identified earlier, by the due
date (excluding extensions) of the
return. For these entities, do not use
the regular filing address listed in the
Instructions for Form 7004.
When and Where To File
File Form 5472 as an attachment to
the reporting corporation's income tax
return by the due date (including
extensions) of that return.
3. The related corporation
qualifies as a foreign sales
For further general information, see
corporation for the tax year and files
Form 1120-FSC. This exception does
not apply to foreign-owned U.S. DEs.
Foreign-owned U.S. DEs. While a
foreign-owned U.S. DE has no income
tax return filing requirement, as a
result of final regulations under
the Instructions for Form 7004.
Instructions for Form 5472 (Rev. 1-2024)
2
line 1f if the reportable transaction is
with a U.S. related party.
Electronic Filing of Form
5472
Record Maintenance
Requirements
Line 1g. File a separate Form 5472
for each foreign or U.S. person who is
a related party with which the
If you file your income tax return
electronically, see the instructions for
your income tax return for general
information about electronic filing.
A reporting corporation must keep the
permanent books of account or
records as required by section 6001.
These books must be sufficient to
establish the correctness of the
reporting corporation had a reportable
transaction. Enter the total number of
Forms 5472 (including this one) being
filed for the tax year.
If you are a foreign-owned
reporting corporation’s federal income
tax return, including information or
records that might be relevant to
determine the correct treatment of
transactions with related parties. See
Regulations section 1.6038A-3 for
more detailed information. Also, see
Regulations sections 1.6038A-1(h)
and 1.6038A-1(i) for special rules that
apply to small corporations and
U.S. DE, you cannot file Form
!
CAUTION
5472 electronically. See
Line 1h. Enter the total value in U.S.
dollars of all foreign related party
transactions reported in Parts IV and
VI (and if the reporting corporation is a
foreign-owned U.S. DE, Part V) of all
Forms 5472 filed for the tax year. This
is the total of the amounts entered on
line 1f of all Forms 5472 filed for the
tax year (including this one).
and Where To File, earlier, for
acceptable methods of filing.
Accrued Payments and
Receipts
A reporting corporation that uses an
accrual method of accounting must
use accrued payments and accrued
receipts for purposes of computing
the total amount to enter on each line
of Form 5472. See Regulations
section 1.6038A-2(b)(10).
reporting corporations with related
party transactions of de minimis value.
Line 1j. Check the box if this is the
first year the U.S. reporting
Specific Instructions
corporation has filed a Form 5472.
Line 1k. Complete Part VIII for each
cost sharing arrangement (CSA) and
enter the total number of Parts VIII
attached to Form 5472 on line 1k.
Line 1o. Provide the principal
country(ies) where business is
conducted. Do not include any
country(ies) in which business is
conducted solely through a subsidiary.
Do not enter “worldwide” instead of
listing the country(ies). These rules
also apply to lines 5c, 6c, and 7c of
Part II, and line 8f of Part III.
Part I—Reporting
Corporation
Penalties
Penalties for failure to file Form
5472. A penalty of $25,000 will be
assessed on any reporting
Line 1a. Address. Include the suite,
room, or other unit number after the
street address. If the post office does
not deliver mail to the street address
and the corporation has a P.O. box,
show the box number instead.
corporation that fails to file Form 5472
when due and in the manner
prescribed. The penalty also applies
for failure to maintain records as
required by Regulations section
1.6038A-3.
Foreign address. Enter the
information in the following order: city,
province or state, and country. Follow
the country’s practice for entering the
postal code, if any. Do not abbreviate
the country name.
Line 1c. Total assets. Domestic
reporting corporations enter the total
assets from Form 1120, page 1, item
D. Foreign reporting corporations
enter the amount from Form 1120-F,
Schedule L, line 17, column (d).
Note. Filing a substantially
incomplete Form 5472 constitutes a
failure to file Form 5472.
Line 2. For purposes of this line:
Foreign person has the same
•
meaning as provided earlier under
Each member of a group of
Definitions; and
corporations filing a consolidated
information return is a separate
reporting corporation subject to a
separate $25,000 penalty and each
member is jointly and severally liable.
50% direct or indirect ownership is
•
determined by applying the
constructive ownership rules of
section 318 with the modifications
listed under the definition of 25%
foreign shareholder, earlier.
Lines 1d and 1e. Enter a description
of the principal business activity and
enter the principal business activity
code. See the Instructions for Form
1120 or the Instructions for Form
If the failure continues for more
than 90 days after notification by the
IRS, an additional penalty of $25,000
will apply. This penalty applies with
respect to each related party for which
a failure occurs for each 30-day period
(or part of a 30-day period) during
which the failure continues after the
90-day period ends.
Criminal penalties under sections
7203, 7206, and 7207 may also apply
for failure to submit information or for
filing false or fraudulent information.
Line 3. Check this box if you are a
Part II—25% Foreign
1120-F for a list of principal business
activities and their associated codes.
Shareholder
Note. Only 25% foreign-owned U.S.
corporations, including foreign-owned
U.S. DEs, complete Part II. For a
foreign-owned U.S. DE, report the
information for the foreign owner on
the lines provided for the 25% foreign
shareholder.
Line 1f. Enter the total value in U.S.
dollars of all foreign related party
transactions reported in Parts IV and
VI (and if the reporting corporation is a
foreign-owned U.S. DE, Part V) of this
Form 5472. This is the total of the
amounts entered on lines 22 and 36 of
Part IV plus the fair market value
The form provides sufficient space
to report information for two direct
25% foreign shareholders and two
ultimate indirect 25% foreign
(FMV) of the nonmonetary and less
than full consideration transactions
reported in Part VI. Do not complete
Instructions for Form 5472 (Rev. 1-2024)
3
shareholders. If more space is
needed, show the information
requested in Part II on an attached
sheet.
Reference ID number. A
In the case of an entity
reference ID number is a number
established by or on behalf of the
reporting corporation identified in Part
I that is assigned to 25% foreign
shareholders and/or related foreign
parties with respect to which Form
5472 reporting is required. These
numbers are used to uniquely identify
classification election that is made on
behalf of a 25% foreign shareholder or
related foreign party on Form 8832,
Regulations section 301.6109-1(b)(2)
(v) requires the 25% foreign
Report on lines 4a through 4e
information about the direct 25%
foreign shareholder who owns (by
vote or value) the largest percentage
of the stock of the U.S. reporting
corporation.
shareholder or related foreign party to
have an EIN for this election. For the
first tax year that Form 5472 is filed
the 25% foreign shareholder or related after an entity classification election is
foreign party in order to keep track of
such foreign person from tax year to
tax year. The reference ID number
later.
made on behalf of the 25% foreign
shareholder or related foreign party on
Form 8832, the new EIN must be
entered in the applicable entry space
in Part II or Part III and the old
Report on lines 5a through 5e
information about the direct 25%
foreign shareholder who owns (by
vote or value) the second largest
percentage of the stock of the U.S.
reporting corporation.
reference ID number must be entered
in the applicable entry space to the
right. In subsequent years, the Form
5472 filer may continue to enter both
the EIN and the reference ID number,
but must enter at least the EIN.
Note. Because reference ID numbers
are established by or on behalf of the
reporting corporation filing Form 5472,
there is no need to apply to the IRS to
request a reference ID number or for
permission to use these numbers.
Report on lines 6a through 6e
information about the ultimate indirect
25% foreign shareholder who owns
(by vote or value) the largest
You must correlate the reference ID
percentage of the stock of the U.S.
reporting corporation.
numbers as follows.
Requirements. The reference ID
number that is entered must be
alphanumeric (defined later), and no
special characters or spaces are
permitted. The length of a given
reference ID number is limited to 50
characters.
For these purposes, the term
“alphanumeric” means the entry can
be alphabetical, numeric, or any
combination of the two.
New reference ID number [space]
•
Old reference ID number.
Report on lines 7a through 7e
information about the ultimate indirect
25% foreign shareholder who owns
(by vote or value) the second largest
percentage of the stock of the U.S.
reporting corporation.
Part II, heading. Check the box if
any direct or indirect 25% foreign
shareholder identified in Part II is a
surrogate foreign corporation, as
defined in section 7874(a)(2)(B)
resulting from an inversion in the
current year or in the previous 10
years.
If there is more than one old
•
reference ID number, you must enter a
space between each such number.
As indicated earlier, the length of a
•
given reference ID number is limited to
50 characters and each number must
be alphanumeric and no special
characters are permitted.
The same reference ID number
must be used consistently from tax
year to tax year with respect to a given
25% foreign shareholder or related
foreign party. If for any reason a
Note. This correlation requirement
applies only to the first year the new
reference ID number is used.
Lines 4b(3), 5b(3), 6b(3), and
7b(3). A foreign-owned U.S. DE
must enter a foreign taxpayer
reference ID number falls out of use
(for example, the 25% foreign
Lines 4b(1), 5b(1), 6b(1), and
7b(1). For each 25% foreign
identification number (FTIN), if any, for
each direct and ultimate foreign owner
listed in Part II. If a foreign-owned U.S.
DE has, as a direct owner, a foreign
DE, report that foreign DE as the
direct owner. The FTIN should be
used consistently on an annual basis
when filing Form 5472, as an EIN or
reference ID number would be used. If
you do not have an FTIN, enter
“None” or “N/A” in the FTIN block. If
you have a U.S. identifying number
and/or reference ID number, you can
enter it in the appropriate block, as
discussed earlier.
Filers of Form 5472, other than
foreign-owned U.S. DEs, can enter an
FTIN on these lines. However, they
must also enter a U.S. identifying
number or reference ID number on
lines 4b(1)/7b(1) or 4b(2)/7b(2),
respectively. If you are not a
shareholder or related foreign party no
longer exists due to disposition or
liquidation), the reference ID number
used for such foreign person cannot
be used again for another 25% foreign
shareholder or related foreign party for
purposes of Form 5472 reporting.
shareholder listed in Part II, enter the
shareholder's U.S. identifying number,
if any. Individuals should enter a social
security number (SSN), or an
individual taxpayer identification
number (ITIN) issued by the IRS. All
other entities should enter an EIN.
There are some situations that
warrant correlation of a new reference
ID number with a previous reference
ID number when assigning a new
reference ID number to a 25% foreign
shareholder or related foreign party.
Lines 4b(2), 5b(2), 6b(2), and
7b(2). For each 25% foreign
shareholder listed in Part II, enter the
shareholder's reference ID number, if
required. A reference ID number is
required only in cases where no U.S.
identifying number was entered for the
shareholder on the preceding line
(line 4b(1), 5b(1), 6b(1), or 7b(1),
respectively). However, filers are
permitted to enter both an EIN and a
reference ID number. If applicable,
enter the reference ID number
For example, in the case of a
merger or acquisition involving a 25%
foreign shareholder or related foreign
party, a Form 5472 filer must use a
reference ID number that correlates
the previous reference ID number with
the new reference ID number
assigned to the 25% foreign
(defined later) you have assigned to
the 25% foreign shareholder.
shareholder or related foreign party.
Instructions for Form 5472 (Rev. 1-2024)
4
foreign-owned U.S. DE, and do not
have an FTIN, leave the block blank.
does not apply if the reporting
Note. The term “cost sharing
corporation owns a less-than-25%
interest in the partnership. The rules
of attribution apply when determining
transaction” is not limited to
transactions that occurred on or after
January 5, 2009, or transactions that
Lines 6a–6e and lines 7a–7e.
Attach an explanation of the attribution
of ownership. See Rev. Proc. 91-55,
and Regulations section
the reporting corporation’s percentage occur according to a CSA that was not
of partnership interest.
in effect before January 5, 2009. See
Regulations sections 1.482-7(m)(1)
and (m)(2)(i).
1.6038A-1(e).
Reasonable estimates. When
actual amounts are not determinable,
enter reasonable estimates
Part III—Related Party
Line 17. Amounts borrowed.
Report amounts borrowed (including
borrowings in place at the beginning
of the tax year) using either the
outstanding balance method or the
monthly average method. If the
outstanding balance method is used,
enter the beginning and ending
outstanding balances for the tax year
on lines 17a and 17b. If the monthly
average method is used, skip line 17a
and enter the monthly average for the
tax year on line 17b.
Line 21. Other amounts received.
Enter amounts received that are not
specifically reported on lines 9
through 20. Include amounts on
line 21 to the extent that these
amounts are taken into account in
determining the taxable income of the
reporting corporation.
(discussed later) of the total dollar
amount of each of the categories of
transactions conducted between the
reporting corporation and the related
person in which monetary
All filers must complete Part III even if
the related party has been identified in
Part II as a 25% foreign shareholder.
Report in Part III information about the
related party (domestic or foreign)
with which the reporting corporation
had reportable transactions during the
tax year.
consideration (U.S. currency or
foreign currency) was the sole
consideration paid or received during
the tax year of the reporting
Line 8b(1). Enter the related party's
U.S. identifying number, if any. For
individuals, enter an SSN, or an ITIN
issued by the IRS. For all other
entities, enter an EIN.
corporation.
A reasonable estimate is any
amount reported on Form 5472 that is
at least 75% but not more than 125%
of the actual amount required to be
reported.
Line 8b(2). If the related party is a
foreign person, enter the related
party's reference ID number, if
required. A reference ID number is
required only in cases where no U.S.
identifying number was entered for the
foreign related party on line 8b(1).
However, filers are permitted to enter
both an EIN and a reference ID
number. If applicable, enter the
reference ID number you have
assigned to the foreign related party.
more information.
Small amounts. If any actual amount
in a transaction or a series of
transactions between a foreign related
party and the reporting corporation
does not exceed a total of $50,000,
the amount may be reported as
“$50,000 or less.”
Line 31. Amounts loaned. Report
amounts loaned (including loans in
place at the beginning of the tax year)
using either the outstanding balance
method or the monthly average
Lines 11 and 25. Report on these
lines platform contribution transaction
payments received and paid by the
reporting corporation (without giving
effect to any netting of payments due
and owed). See Regulations section
1.482-7(b)(1)(ii).
method. If the outstanding balance
method is used, enter the beginning
and ending outstanding balances for
the tax year on lines 31a and 31b. If
the monthly average method is used,
skip line 31a and enter the monthly
average for the tax year on line 31b.
Part IV—Monetary
Transactions Between
Reporting Corporations
and Foreign Related Party
Note. The term “platform contribution
transaction” is not limited to
transactions that occurred on or after
January 5, 2009, or transactions that
occur according to a CSA that was not
in effect before January 5, 2009. See
Regulations sections 1.482-7(m)(1)
and (m)(2)(i).
Line 32. Interest paid. Report the
amount of interest paid or accrued. If
the amount of interest paid or accrued
is subject to the limitation of section
163(j), report only the amount allowed
as a deduction under that section. For
more information, see the Instructions
for Form 8990. Any amounts accrued
or paid in excess of the amount
Note. Do not complete Part IV for
transactions with a domestic related
party.
When completing Part IV or Part VI,
the terms “paid” and “received”
include accrued payments and
accrued receipts.
Lines 12 and 26. Report on these
lines cost sharing transaction
payments received and paid by the
reporting corporation (without giving
effect to any netting of payments).
See Regulations section 1.482-7(b)(1)
(i). The corporation is required to
complete line 12 only if the
allowed as a deduction under section
163(j) will be treated as interest paid
or accrued in a subsequent year and
are required to be reported on this line
in the year the deferred amount is
allowed as a deduction.
State all amounts in U.S. dollars
and attach a schedule showing the
exchange rates used.
If the related party transactions
occur between a related party and a
partnership that is, in whole or in part,
owned by a reporting corporation, the
reporting corporation reports only the
percentage of the value of the
corporation itself incurred intangible
development costs (IDCs). If the
corporation does not itself incur IDCs,
then it should only report cost sharing
transaction payments made on
line 26.
Line 35. Other amounts paid. Enter
amounts paid that are not specifically
reported on lines 23 through 34.
Include amounts on line 35 to the
extent that these amounts are taken
transaction(s) equal to the percentage
of its partnership interest. This rule
Instructions for Form 5472 (Rev. 1-2024)
5
into account in determining the
taxable income of the reporting
corporation.
earlier, for information on reasonable
estimates and small amounts.
Extent to which deduction is
disallowed. When section 267A
applies to interest or royalty paid or
accrued pursuant to a hybrid
Part V—Reportable
Transactions of a
Reporting Corporation
That Is a Foreign-Owned
U.S. DE
Part VII—Additional
Information
arrangement, it generally disallows a
deduction for the amount to the extent
that, under the foreign tax law, there is
not a corresponding income inclusion
(including long-term deferral).
All reporting corporations
must complete the additional
!
CAUTION
information in Part VII.
However, the deduction is not
disallowed to the extent the amount is
directly or indirectly included in
income in the United States, such as if
the amount is taken into account with
respect to a U.S. shareholder under
section 951(a) or section 951A. For
additional information, see
You must check the box in Part V if
you are a foreign-owned DE that had
any other transaction, as defined by
Regulations section 1.482-1(i)(7) not
already entered in Part IV. These
transactions include amounts paid or
received in connection with the
formation, dissolution, acquisition,
and disposition of the entity, including
contributions to, and distributions
from, the entity. Describe these on an
attached statement.
Lines 40a and 40b. Section 267A
disallows a deduction for certain
interest or royalty paid or accrued
pursuant to a hybrid arrangement, to
the extent that, under the foreign tax
law, there is not a corresponding
income inclusion (including long-term
deferral). Report on line 40b the total
amount of interest and royalty paid or
accrued by the reporting corporation
(including, in the case of a reporting
corporation that is a partner of a
partnership, the reporting
Regulations sections 1.267A-2
through 1.267A-4. For examples
illustrating the application of section
267A, see Regulations section
1.267A-7.
Lines 41a–41d. Check the “Yes” box
on line 41a if the filer of this Form
5472 is claiming a deduction under
section 250 with respect to
Part VI—Nonmonetary and
Less-Than-Full
corporation’s allocable share of
interest or royalty paid or accrued by
the partnership) for which a deduction
is disallowed under section 267A.
Consideration
foreign-derived intangible income
(FDII) derived from any transaction
with the foreign related party and
enter those amounts as requested on
lines 41b through 41d. State all
amounts in U.S. dollars and attach a
schedule showing the exchange rates
used. With respect to lines 41b and
41c, the term “sales” includes any
lease, license, sublicense, exchange,
or other disposition of property. See
Regulations section 1.250(b)-3(b)
(16).
If the filer of this Form 5472 is not
claiming a deduction under section
250 with respect to FDII derived from
any transaction with the foreign
related party, check the “No” box on
line 41a and skip lines 41b through
41d.
Transactions Between the
Reporting Corporation and
the Foreign Related Party
Payments to which section 267A
applies. Interest or royalty paid or
accrued by the reporting corporation
(including through a partnership) is
subject to section 267A. Section 267A
generally applies to interest or royalty
paid or accrued pursuant to a hybrid
arrangement (such as, for example, a
payment pursuant to a hybrid
Note. Do not complete Part VI for
transactions with a domestic related
party.
If the related party is a foreign
person, the reporting corporation must
attach a schedule describing each
reportable transaction or group of
reportable transactions. The
instrument, or a payment to a reverse
hybrid), provided that the payment or
accrual is to a related party (or
description must include sufficient
information so that the nature and
approximate monetary value of the
transaction or group of transactions
can be determined. The schedule
should include:
pursuant to a structured
arrangement). In addition, pursuant to
an imported mismatch rule, section
267A generally applies to interest or
royalty paid or accrued pursuant to a
non-hybrid arrangement where the
income attributable to that payment or
accrual is directly or indirectly offset
by certain deductions involving
1. A description of all property
(including monetary consideration),
rights, or obligations transferred from
the reporting corporation to the foreign
related party and from the foreign
related party to the reporting
corporation;
See Form 8993 and its instructions
for information on the section 250
deduction.
hybridity incurred by a related party or
pursuant to a structured arrangement.
However, section 267A does not apply
if a de minimis exception is satisfied.
See Regulations section 1.267A-1(c).
For purposes of section 267A, interest
and royalty are defined broadly. For
additional information about
Line 42a. Check the “Yes” box if,
during the tax year, the reporting
corporation had any loans to or from
the related party to which the
safe-haven rate rules of Regulations
section 1.482-2(a)(2)(iii)(B) are
applicable, and for which the reporting
corporation used a rate of interest
within the relevant safe-haven range
(100% to 130% of the Applicable
Federal Rate (AFR) for the relevant
term).
2. A description of all services
performed by the reporting
corporation for the foreign related
party and by the foreign related party
for the reporting corporation; and
arrangements subject to section
267A, see Regulations sections
1.267A-2 and 1.267A-4. Also see the
anti-avoidance rule under Regulations
section 1.267A-5(b)(6).
3. A reasonable estimate of the
FMV of all properties and services
exchanged, if possible, or some other
reasonable indicator of value.
Instructions for Form 5472 (Rev. 1-2024)
6
the property exchanged for the debt
instruments), and of the distributions
and/or acquisitions described in
Regulations section 1.385-3(b)(3)(i)
(as measured by the FMV of the
property distributed and/or acquired).
compensation is directly identified
with, or reasonably allocable to, the
intangible development activity (IDA)
under the CSA. See Regulations
section 1.482-7(d)(3) and Notice
2005-99 for more information on
determining the measurement and
timing of stock-based compensation
IDCs, including an election available
with respect to options on publicly
traded stock and certain other
Line 42b. Check the "Yes" box if
during the tax year the reporting
corporation had any loans to or from
the related party to which the
safe-haven rate rules of Regulations
section 1.482-2(a)(2)(iii)(B) are
applicable, and for which the reporting
corporation used a rate of interest
outside the relevant safe-haven range
(100% to 130% of the AFR for the
relevant term).
Line 43b(2). Provide the total
amount (as measured by issue price
in the case of an instrument treated as
stock upon issuance, or adjusted
issue price in the case of an
stock-based compensation. If the
taxpayer made the election described
in Regulations section 1.482-7(d)(3)
(iii)(B) or Notice 2005-99, the taxpayer
should attach a statement to Form
5472 explaining that the taxpayer
made such election and include in
such statement the total amount of
stock-based compensation taken into
account as an IDC for the tax year
pursuant to such election. If the
taxpayer attaches the statement
described in the previous sentence,
then in the entry space provided for
line 48b the taxpayer should include
the total amount of stock-based
compensation taken into account as
an IDC, including stock-based
instrument deemed exchanged for
stock) of the debt instrument
Lines 43a and 43b
issuances addressed by line 43a. See
Regulations sections 1.385-1(d)(1)
and 1.385-3(d). The adjusted issue
price of a debt instrument is the issue
price increased by the amount of
original issue discount previously
includible in gross income of any
holder and decreased by payments
other than payments of qualified
stated interest. See section 1272(a)
(4) and Regulations section
Note. Complete lines 43a, 43b(1),
and 43b(2) only if the reporting
corporation is a domestic corporation.
(Do not complete these lines if the
reporting corporation is a
foreign-owned U.S. DE.) In completing
these lines, do not account for debt
instruments that were issued, or
distributions or acquisitions that
occurred, before April 5, 2016. See
Regulations sections 1.385-3(g)(3)
and (b)(3)(viii).
1.1275-1(b)(1).
Line 43a. Check the “Yes” box if the
reporting corporation issued a
Part VIII—Cost Sharing
Arrangement (CSA)
covered debt instrument in any of the
transactions described in Regulations
section 1.385-3(b)(2) during the tax
year with respect to a related party
that is a corporation. Also check “Yes”
if the reporting corporation issued or
refinanced indebtedness owed to a
related party that is a corporation
during the 36 months before or after
the date of a distribution or acquisition
described in Regulations section
1.385-3(b)(3)(i) made by the reporting
corporation, and either the issuance
or refinance of indebtedness, or the
distribution or acquisition, occurred
during the tax year. Otherwise, check
“No.” Apply Regulations section
1.385-3(b)(3)(iii)(E) to determine
when a debt instrument is treated as
issued for purposes of Regulations
section 1.385-3(b)(3)(iii). Apply
Note. A separate Part VIII must be
filed for each CSA, as defined in
Regulations section 1.482-7(b) in
which the reporting corporation was a
controlled participant (as defined in
Regulations section 1.482-7(j)) during
the tax year.
compensation pursuant to the election
described above and any not subject
to such election.
Check the appropriate box on
line 48c to indicate whether any
stock-based compensation was
granted during the term of the CSA to
individuals who performed functions
in business activities that generate
cost shared intangibles that was not
treated as directly identified with, or
reasonably allocable to, the IDA, as
defined in Regulations section
All amounts should be reported in
U.S. dollars.
Line 44. Provide a brief description of
the CSA, including the industry and
intangibles involved, and sufficient
detail to distinguish the CSA from any
other CSAs in which the reporting
corporation is a controlled participant.
1.482-7(d)(1)(i). This would include
stock-based compensation granted in
earlier years (which could give rise to
deductions in the current tax year) that
were not treated as identified with, or
reasonably allocable to, the IDA.
Line 47. Enter the reporting
corporation’s share of reasonably
anticipated benefits (RAB) for the
CSA during the tax year. See
Lines 49a and 49b. For the tax year,
enter the total amount of IDCs for the
CSA on line 49a. See Regulations
section 1.482-7(d) for more
Regulations section 1.482-7(e) for
rules on determining and updating a
controlled participant’s RAB share. If
the reporting corporation applied more
than one RAB share during the tax
year in determining its share of IDCs,
enter the RAB share that was applied
to IDCs incurred at the end of the
year. See Regulations section
1.482-7(d) for more information on
IDCs.
Regulations section 1.385-3(f) in the
case of a controlled partnership within
the meaning of Regulations section
1.385-1(c)(1).
Debt that the reporting corporation
treats as stock pursuant to
Regulations section 1.385-3 still
should be included when completing
line 43a.
information on IDCs. On line 49b,
enter the amount of IDCs allocable to
the reporting corporation for the tax
year based on the reporting
corporation’s RAB share.
Line 43b(1). Provide the total
amount of the transactions described
in Regulations section 1.385-3(b)(2)
(as measured by the FMV of the
distributions or, as the case may be, of
Lines 48b and 48c. See Regulations
section 1.482-7 for more information
on determining whether stock-based
Instructions for Form 5472 (Rev. 1-2024)
7
(B) and Regulations section
1.59A-3(c) for further details.
to carry out the Internal Revenue laws
of the United States. You are required
to give us the information. We need it
to ensure that you are complying with
these laws and to allow us to figure
and collect the right amount of tax.
Part IX—Base Erosion
Payments and Base
Erosion Tax Benefits
Under Section 59A
Line 50. Enter the amount of base
erosion payments made by the
reporting corporation (if any). The
term “base erosion payment”
The term “base erosion tax benefit”
also includes certain reductions in
gross premiums with respect to
certain reinsurance payments
described in section 59A(d)(3) and
Regulations section 1.59A-3(c)(1)(iii)
and certain reductions in gross
receipts with respect to certain
expatriated entities described in
section 59A(d)(4) and Regulations
section 1.59A-3(c)(1)(iv).
You are not required to provide the
information requested on a form that
is subject to the Paperwork Reduction
Act unless the form displays a valid
OMB control number. Books or
records relating to a form or its
instructions must be retained as long
as their contents may become
material in the administration of any
Internal Revenue law. Generally, tax
returns and return information are
confidential, as required by section
6103.
generally means any amount paid or
accrued by the reporting corporation
to a foreign person, which is a related
party, and with respect to which a
deduction is allowed under chapter 1
of the Code. See section 59A(d)(1)
and Regulations section 1.59A-3(b)(1)
(i).
Line 52. Enter the amount of
qualified derivative payments made by
the reporting corporation. The term
“qualified derivative payment”
Base erosion payments also
generally means any payment made
by a taxpayer according to a derivative
with respect to which the taxpayer:
include amounts paid or accrued by
the reporting corporation to a foreign
related party in connection with the
acquisition of depreciable or
The time needed to complete and
file this form will vary depending on
individual circumstances. The
estimated burden for business
taxpayers filing this form is approved
under OMB control number
Recognizes gain or loss as if such
•
derivative were sold for its FMV on the
last business day of the tax year (and
any additional times required by the
taxpayer’s method of accounting);
amortizable property (see section
59A(d)(2) and Regulations section
1.59A-3(b)(1)(ii)), certain reinsurance
payments (see section 59A(d)(3) and
Treats any gain or loss so
•
1545-0123. The estimated burden for
all other taxpayers who file this form
is:
Regulations section 1.59A-3(b)(1)(iii)), recognized as ordinary; and
and certain payments relating to
expatriated entities (see section
59A(d)(4) and Regulations section
1.59A-3(b)(1)(iv)).
For additional information about
base erosion payments, including
rules for determining the amount paid
or accrued, and certain exceptions,
see Regulations section 1.59A-3.
Line 51. Enter the amount of base
erosion tax benefits of the reporting
corporation (if any). The term “base
erosion tax benefit” generally means
any deduction that is allowed under
chapter 1 for the tax year with respect
to any base erosion payment. See
sections 59A(c)(2)(A) and 59A(c)(2)
Treats the character of all items of
•
income, deduction, gain, or loss with
respect to a payment according to the
derivative as ordinary.
Recordkeeping .
Learning about the law
or the form .
Preparing and sending
the form to the IRS
.
.
.
.
.
.
.
17 hr., 42 min.
3 hr., 4 min.
Determine the amount of the
.
.
.
.
.
.
.
qualified derivative payments after
combining all items of income, gain,
loss, or deduction arising with respect
to the position during the tax year. A
qualified derivative payment is not a
base erosion payment or a base
erosion tax benefit and should not be
included on Part IX, lines 50 and 51.
See section 59A(h) and Regulations
section 1.59A-6 for further details.
.
.
3 hr., 30 min.
If you have comments concerning
the accuracy of these time estimates
or suggestions for making this form
simpler, we would be happy to hear
from you. See the instructions for the
tax return with which this form is filed.
Paperwork Reduction Act Notice.
We ask for the information on this form
Instructions for Form 5472 (Rev. 1-2024)
8