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IRS Form 5471 · Filer Categories

Which categories of filer describe you?

Form 5471 reports on foreign corporations. Item B asks which categories of filer describe you, and the categories decide which schedules you complete. More than one can apply at once, so the tree adds up categories as you go instead of stopping at the first. Each foreign corporation gets its own Form 5471 every year, and your categories can differ from one corporation or year to the next. So work through the tree once for each corporation, and again each year. The questions apply to whoever files, whether that’s a person or a company, partnership, trust, or estate.

First, can any category apply?

The first two must be true. The third is why people who hold no shares in their own name can still be filers.

Work through the tree

Answer every question the tree reaches. Each “yes” adds a category, and questions E, G and H decide which type of Category 5 or Category 1 filer you are. Item B has no box for 1 or 5 alone: you check 1a, 1b or 1c, and 5a, 5b or 5c.

Start with question A, or pick one of the common situations further down.

ACategory 2, IRC 6046(a)(1)(A), Reg. 1.6046-1(a)(2)

Are you an officer or director, and did anyone reach 10% of the vote or value this year?

You’re a U.S. citizen or resident who is an officer or director of the corporation. During the year, a U.S. person acquired:

  • stock that brings them to 10% or more of its value or voting power, or
  • an additional 10% or more of its value or voting power

That U.S. person can be you or anyone else, such as another owner or a new investor. You answer yes as long as you’re an officer or director, even if you own no stock yourself.

A person has acquired stock once they have an unqualified right to receive it, even before it’s issued.

Joined the board this year? Since 1997 the statute has also covered a U.S. citizen or resident who becomes an officer or director while a U.S. person already holds 10% of the vote or value, with no acquisition needed. The regulations weren’t rewritten to match and still require an acquisition, and the instructions follow them. Choose the third answer if this is you; filing is the cautious reading.

Yes
Category 2Officer or director

Excused if three or fewer U.S. persons own 95% or more of the value right after the acquisition and the person acquiring the stock files as Category 3.

Joined the board
Category 2Under the statute’s wording

The 1997 statute covers you; the regulations and instructions don’t. See the judgment call under the rules below.

Then
BCategory 3, Reg. 1.6046-1

Did you cross 10% of the vote or value this year?

The 10% is of the corporation’s total voting power or of the total value of its shares; either one is enough. Any one of these during the year counts:

  • You acquired stock that, added to what you already owned, brings you to 10% or more
  • You acquired 10% or more in new stock, whatever you already owned
  • You became a U.S. person while owning 10% or more
  • You sold or otherwise disposed of enough to drop below 10%
  • You’re treated as a U.S. shareholder of a foreign insurance company under section 953(c)

Count stock you own constructively under Reg. 1.6046-1(i), not only shares in your name.

Yes
Category 3Acquisition or disposition

Attach a statement of the corporation’s debts with related persons and a list of its stock subscribers. Separate Schedule O, Part II reports the change.

Then
CCategory 4, IRC 6038(e)(2)

Did you control the corporation at any time during your tax year?

Control is more than 50% of the corporation’s voting power or of its stock value. Control passes down a chain: if you control a corporation that holds more than 50% of the voting power or value of another, you control that one too.

Exactly 50% isn’t control. Count constructive ownership under section 318 as modified by section 6038(e)(2) and Reg. 1.6038-2(c).

Yes
Category 4Control

The fullest filing: the corporation’s financial statements, its owners, and Schedule M for its transactions with you and related persons.

Then
DCategory 5, IRC 951(b), 957(a)

Is it a CFC, and are you a U.S. shareholder of it?

All three must be true:

  • You’re a U.S. shareholder: you hold 10% or more of its total voting power or of the total value of its shares, counting stock held directly, indirectly, and constructively
  • It’s a controlled foreign corporation (CFC): its U.S. shareholders together hold more than 50% of its voting power or of the value of its shares on any day of its tax year
  • You still owned the stock on the last day of that year on which it was a CFC

Since 2018, a U.S. company that is at least 50% owned by a foreign parent is treated as owning the stock the parent owns. That alone can make a foreign sister company a CFC; question E sorts that out. For a foreign insurance company, owning any of its stock can be enough under section 953(c).

No
Not 5a, 5b or 5cSkip E, go on to F

Question E only applies to a CFC. Question F still matters: Category 1 can apply without a CFC, through a domestic corporate shareholder.

Yes
EForeign-controlled CFC, Rev. Proc. 2019-40

Would it still be a CFC without downward attribution from foreign persons?

Work out question D again, but don’t treat any U.S. person as owning stock that a foreign person owns (section 318(a)(3)(A)–(C)). If it stops being a CFC, it’s a foreign-controlled CFC.

Still a CFC
Category 5aU.S. shareholder of a CFC

The usual Category 5 filer.

Foreign-controlled
5a, 5b or 5cSettled at H

Depends on how you own the stock and whether you’re related to the corporation.

Then
FCategory 1, IRC 965(e)

Is it a section 965 SFC with section 965 earnings still on the books?

A section 965 specified foreign corporation (SFC) is a CFC, or any foreign corporation with a domestic corporation as a U.S. shareholder. A passive foreign investment company that isn’t a CFC doesn’t count. Answer yes when all three are true:

  • You’re a U.S. shareholder of it, as in question D
  • You still owned the stock on the last day of that year on which it was an SFC
  • It still has earnings related to section 965 to report on Schedule J, or you have section 965 previously taxed earnings from it to report on Schedule P

Section 965 was the one-time transition tax on foreign earnings through 2017, so a corporation formed later has no section 965 earnings.

No
Not 1a, 1b or 1cSkip G

Go on to H if question E found a foreign-controlled CFC. Otherwise the tree is done.

Yes
GForeign-controlled SFC

Would it still be a section 965 SFC without downward attribution from foreign persons?

The same test as question E, applied to the section 965 SFC definition. The answer can differ from E, because a domestic corporation that owns the stock through foreign entities can make the corporation an SFC on its own.

Still an SFC
Category 1aU.S. shareholder of an SFC

The usual Category 1 filer.

Foreign-controlled
1a, 1b or 1cSettled at H

The same split as Category 5.

Then
H5b, 5c, IRC 954(d)(3)

Do you own its stock under section 958(a), and are you related to it?

Only for a corporation that E or G found foreign-controlled.

  • Section 958(a) ownership is stock you hold directly, or indirectly through foreign corporations, partnerships, trusts, or estates. Stock you’re only treated as owning, through family or downward attribution, doesn’t count.
  • Related, using the principles of section 954(d)(3): you control the corporation, it controls you, or the same persons control you both. Control here is more than 50% of voting power or value.
Own, unrelated
5b · 1bUnrelated section 958(a) U.S. shareholder

Lighter filing: Schedules E and E-1 only if you claim the corporation’s foreign taxes as deemed paid.

Own, related
5a · 1aNo relief

Owning the stock while related to the corporation keeps you a regular filer.

Don’t own, related
5c · 1cRelated constructive U.S. shareholder

Excused altogether if no U.S. shareholder at all owns section 958(a) stock on the last day.

Don’t own, unrelated
NoneUnrelated constructive U.S. shareholder

Excused from filing for this category.

Done
Your categoriesAnswer the questions above

The categories you collect show here, with what to check in item B.

What each category files

From the IRS chart of filing requirements. Once the tree has a result, your columns are highlighted. When several categories apply, complete everything any of them requires, without repeating information.

Required1a1b1c2345a5b5c
Page 1 identifying information✓✓✓✓✓✓✓✓✓
Schedule A✓✓
Schedule B, Part I✓✓
Schedule B, Part II✓✓✓✓✓✓
Schedules C and F✓✓
Schedule E✓✓1✓2✓✓✓1✓2
Schedule E-1✓✓1✓✓✓1
Schedule G✓✓✓✓✓
Schedule G-1✓✓✓✓✓
Schedule H✓✓
Schedule H-1✓3✓3✓3
Schedule I✓✓✓
Schedule I-1✓✓✓✓
Schedule J✓✓✓
Schedule M✓
Schedule O, Part I✓
Schedule O, Part II✓
Schedule P✓✓✓✓✓
Schedule Q✓✓✓
Schedule R✓✓
  1. Category 1b and 5b filers need Schedules E and E-1 only if they claim the corporation’s foreign income taxes as deemed paid under section 960 for the year.
  2. Category 1c and 5c filers complete Schedule E and can leave Schedule E-1 blank.
  3. Schedule H-1 only for a U.S. shareholder that is an applicable corporation for the corporate alternative minimum tax.

Form 5471 instructions (Rev. 12/2025), Filing Requirements for Categories of Filers

Common situations

Where everyday ownership ends up, with a link to trace each one on the tree.

The last two follow the Category 5c and 5b examples in the instructions, assuming no section 965 earnings. If the foreign parent owned all of the sister company, no U.S. shareholder would own its stock and the U.S. company would be excused. In the first situation, Category 2 is usually excused under the three-or-fewer-owners rule below.

Exceptions that excuse a category

A category can apply and still not require a return from you. These come from the instructions for each category; the tags say which categories each one covers.

Rules that apply across the tree

Edge cases

Situations the tree doesn’t settle on its own. Open one to see the rule and where it comes from.

A relative who isn’t a U.S. person owns stock. Is it counted as mine?

It depends on the category, because each uses different attribution rules.

  • Categories 1 and 5: no. Family attribution doesn’t treat a U.S. citizen or resident as owning stock held by a nonresident alien individual.
  • Category 4: the section 318 family rules apply without that carve-out, so a nonresident alien spouse’s, parent’s, child’s or grandchild’s stock is counted. But you’re excused if you hold no direct or indirect interest and you’re a filer only because of a nonresident alien’s stock.
  • Categories 2 and 3: the section 6046 regulations count stock held by your spouse, ancestors, lineal descendants, and brothers and sisters, with no carve-out for nonresident aliens. Siblings count here, unlike under section 318. The Category 3 constructive-owner exception only helps when the stock comes from another U.S. person.

IRC 958(b)(1), 318(a)(1), 6038(e)(2), Reg. 1.6046-1(i)(2), Category 4 exceptions

A domestic partnership or multi-member LLC holds the stock. Who files?
  • The partnership is a U.S. person, so it’s tested on its own and files for whatever categories it meets.
  • For Categories 1, 4 and 5, each partner is treated as owning a proportionate share of the partnership’s stock, so a partner can be a U.S. shareholder, or in control, too.
  • A partner with no direct interest is excused when the partnership files a Form 5471 with everything the partner would have reported.
  • Whether someone is a U.S. shareholder, and whether the corporation is a CFC, is decided with the partnership as the owner. But for the subpart F and GILTI inclusions themselves, a domestic partnership is treated like a foreign one, so the inclusions are worked out at the partner level.

IRC 7701(a)(30), 318(a)(2)(A), Reg. 1.958-1(d), constructive owners

A single-member LLC or other disregarded entity holds the stock.

A business entity with one owner that isn’t a corporation is disregarded: its activities are treated as a branch or division of its owner. So the owner is treated as holding the foreign stock directly, and the owner is the one tested and the one who files. The LLC doesn’t file its own Form 5471 for that stock.

Reg. 301.7701-2(a), (c)(2)(i), 301.7701-3

I became a U.S. resident partway through the year.
  • If you already held 10% or more of the vote or value when you became a U.S. person, that makes you a Category 3 filer for the year.
  • In a first year of residency, you’re a resident only from your residency starting date: the first day you’re present under the substantial presence test, or the first day you’re present holding a green card. Only that part of the year counts toward being a U.S. person.
  • A section 6013(g) or (h) election to file jointly with a U.S. spouse makes you a U.S. person for Categories 2, 3 and 4.

IRC 6046(a)(1)(D), Reg. 1.6046-1(c)(3), IRC 7701(b)(2)(A), Reg. 1.6046-1(f)(3)(iii), 1.6038-2(d)(3)

I hold only nonvoting or preferred shares.

Value counts on its own. You’re a U.S. shareholder at 10% of the total value of all classes of stock, voting or not. Categories 2 and 3 use 10% of value, and Category 4 and the CFC test use more than 50% of value. Before 2018, the U.S. shareholder test looked only at voting power, so older guidance and returns may say otherwise.

IRC 951(b), 957(a), 6046(a)(2), 6038(e)(2); Pub. L. 115-97, § 14214

A shareholders’ agreement gives me a board seat or a veto.

Voting power follows control of the board, not the count of voting shares. See Vote or value, not share count.

  • When a class of stock elects some of the directors, your voting power is your share of that class times the share of the board the class elects. Holding 20% of a class that elects directors counts as 10% of the voting power.
  • U.S. shareholders who can elect, appoint, or replace a majority of the board hold more than 50% of the voting power.
  • Agreements about how shares are voted are looked through, and so are arrangements that shift formal voting power away from U.S. shareholders.
  • It cuts both ways: other owners’ vetoes over major decisions can leave you with less voting power than your shares carry.

Reg. 1.951-1(g)(2), 1.957-1(b); Garlock, Inc. v. Commissioner, 489 F.2d 197 (2d Cir. 1973); Kraus v. Commissioner, 490 F.2d 898 (2d Cir. 1974); Framatome Connectors USA, Inc. v. Commissioner, 118 T.C. No. 3 (2002)

The corporation was sold, liquidated, reorganized, or elected to be disregarded.
  • File for its last year and check item D, final year, when it stops existing as a corporation for tax purposes: a reorganization, a complete liquidation, or an election to be treated as a disregarded entity. Then complete Schedule O.
  • An election from corporation to disregarded entity is treated as a liquidation: the corporation distributes all its assets and liabilities to its owner. An election to become a partnership is treated as a liquidation followed by a contribution to a new partnership.
  • Selling enough to drop below 10% of the vote or value makes you a Category 3 filer for that year.
  • From then on, a foreign disregarded entity is reported on Form 8858 and a foreign partnership on Form 8865.

Item D, Reg. 301.7701-3(g)(1)(ii)–(iii), IRC 6046(a)

An IRA owns the stock. No guidance

No IRS guidance addresses Form 5471 for stock held in an IRA. What the Code says:

  • An IRA is a trust created in the U.S. for its owner’s benefit, and a custodial IRA is treated as one. A trust that a U.S. court supervises and U.S. persons control is a U.S. person, which an IRA appears to be.
  • Stock held by a trust is treated as owned by its beneficiaries in proportion to their actuarial interests. The only carve-out for retirement trusts is for employee plans under section 401(a), which doesn’t cover an IRA. So the IRA’s owner may be treated as owning the IRA’s stock for Categories 1, 4 and 5.
  • Who files, and with which return, is unsettled. An IRA files no income tax return except Form 990-T.

IRC 408(a), 408(h), 7701(a)(30)(E), 318(a)(2)(B)

The corporation did nothing all year.

A dormant foreign corporation can be reported on page 1 alone, labeled “Filed Pursuant to Rev. Proc. 92-70 for Dormant Foreign Corporation,” and that satisfies sections 6038 and 6046. It’s dormant if, at all times during its annual accounting period:

  • it conducted no business and owned no stock except in another dormant foreign corporation
  • none of its shares were sold, exchanged, redeemed, or otherwise transferred, other than directors’ qualifying shares, and it wasn’t a party to a reorganization
  • none of its assets were transferred, beyond de minimis transfers
  • it had no more than $5,000 of gross income or receipts and no more than $5,000 of expenses
  • its assets were worth no more than $100,000
  • it made no distributions, and its earnings and profits changed only de minimis, if at all

Using the summary procedure means agreeing to provide the full information within 90 days if the IRS asks on audit. If you don’t, the regular penalties apply.

Rev. Proc. 92-70, 1992-2 C.B. 435, §§ 3–4; IRM 20.1.9; Dormant Foreign Corporations

This page is general information about Form 5471, based on the instructions revised December 2025. It isn’t legal or tax advice, and using it doesn’t create a client relationship. Rules change, so confirm current requirements before you file.