Form 5472 Penalty Abatement Letter: Template + 3 Examples the IRS Accepts
Updated September 2026 · Sources verified against current IRS releases · Reviewed by a Form 5472 specialist
Updated September 2026 · Sources verified against current IRS releases · Reviewed by a Form 5472 specialist
The short answer
Before you use this
form5472.tax prepares and files Form 5472 and the pro forma Form 1120 for a flat $299, and can include a reasonable-cause statement with a delinquent filing. We do not represent clients before the IRS.
Copy the letter below and replace every bracketed field. It is structured the way the IRS reads a reasonable-cause request: what happened, why it was reasonable, what you did about it, your compliance history, and the request itself — ending with the penalties-of-perjury declaration that a request needs to be considered.
There is no IRS form for this. A reasonable-cause request for a section 6038A penalty is a letter you write. That freedom is why so many requests fail: without a structure, people write a paragraph of apology with no dates, no documents, and no statement of what they did to fix it — and the IRS has nothing to weigh.
The five numbered sections below are not decoration. They map to what the IRS is actually assessing: whether you exercised ordinary business care and prudence, and whether the failure was corrected promptly once discovered.
[Your full name]
[Your mailing address]
[City, State/Province, Postal code, Country]
[Date]
Internal Revenue Service
1973 Rulon White Blvd.
M/S 6112, Attn: PIN Unit
Ogden, UT 84201
RE: Request for penalty abatement — reasonable cause
Taxpayer: [LLC legal name]
EIN: [XX-XXXXXXX]
Form: Form 5472 (with pro forma Form 1120)
Tax year(s): [YYYY]
Notice number: [CP215 / CP162 / other, if you received one]
Notice date: [Date on the notice, if any]
To Whom It May Concern:
I am the sole member of [LLC legal name], a [State] limited liability company,
and I am writing to request abatement of the penalty assessed under Internal
Revenue Code section 6038A(d) for the [YYYY] tax year, on the grounds of
reasonable cause.
1. WHAT HAPPENED
[State the facts in plain, chronological order. When the LLC was formed, what it
did, when you first learned Form 5472 applied to you, and how you learned it.
Give dates. Do not argue and do not editorialise — the facts do the work.]
2. WHY THIS CONSTITUTES REASONABLE CAUSE
I exercised ordinary business care and prudence, but was nevertheless unable to
file on time because [state the single clearest reason]. [Explain in two or
three sentences why a reasonable person in your position would have acted the
same way. Tie it to the specific facts in section 1, not to general hardship.]
3. WHAT I DID WHEN I DISCOVERED THE FAILURE
Upon learning of the requirement on [date], I acted immediately to correct it.
The delinquent Form 5472 for [YYYY], together with the required pro forma
Form 1120, [was filed on / is enclosed with] this letter. [Describe any other
corrective steps: engaging a preparer, filing other outstanding years, setting
up a compliance calendar.]
4. MY COMPLIANCE HISTORY
[State it plainly. Either: this is my first failure of any kind and the entity
has no other delinquent filings or unpaid balances. Or: describe the history
accurately. Do not overstate it — the IRS can see your account.]
5. REQUEST
I respectfully request that the penalty assessed under section 6038A(d) for the
[YYYY] tax year be abated in full on the basis of reasonable cause. The failure
was not willful, was not the result of neglect, and was corrected as soon as I
became aware of it.
Enclosed:
- Form 5472 for [YYYY] with pro forma Form 1120
- [Copy of the IRS notice, if you received one]
- [Supporting documents: correspondence, invoices, engagement letters,
medical records, or anything else that evidences the facts above]
I declare, under penalties of perjury, that the facts stated in this letter are
true, correct, and complete to the best of my knowledge and belief.
Sincerely,
_______________________________
[Your signature]
[Your printed name]
[Title: Member / Sole Member]
[Telephone number]
[Email address]Replace every bracketed field. Delete any bracketed instruction text before sending — the letter should contain your facts, not the prompts.
Keep it to one or two pages. A reasonable-cause request is not improved by length; it is improved by dates, documents, and a single clear reason.
Section 2 is where the request is won or lost. Below are three versions of it — the new founder who did not know, the founder who relied on a formation service that never filed, and the non-resident with no US tax background. Use the one that matches your facts, and use only one.
Each of these replaces section 2 of the template. Everything else in the letter stays as written. Resist the temptation to combine them: a request built on one well-evidenced reason is far stronger than one that offers three, because offering three signals that none of them is sufficient alone.
The most common situation by far. On its own, not knowing the law is generally notreasonable cause — so this version does not rest on ignorance. It rests on the surrounding facts: no US filing history, nothing in the formation or EIN paperwork that flagged the obligation, and immediate correction on discovery.
2. WHY THIS CONSTITUTES REASONABLE CAUSE I formed [LLC legal name] on [date] as a first-time business owner living outside the United States. I had never held a US company, had no US tax filing history, and no US income. I understood — incorrectly, but in good faith — that a company with no revenue and no US-source income had nothing to file, and that any obligation would arise only once the business began earning. No one advised me otherwise. The formation service I used did not mention Form 5472, the state filing confirmation did not reference any federal information return, and the EIN confirmation letter (CP 575) I received on [date] listed no Form 5472 filing requirement. I learned of the requirement on [date], when [describe: an accountant mentioned it / I received notice CP215 / I read about it while preparing for year two]. I filed the delinquent return [immediately / within X days] of learning of it.
The strongest of the three when it is true, because reliance on an engaged provider is squarely within ordinary business care and prudence. It depends entirely on evidence: what you paid for, what was advertised, and the absence of any communication from the provider about Form 5472. Attach the engagement page and the receipt.
2. WHY THIS CONSTITUTES REASONABLE CAUSE I engaged [formation service name] on [date] and paid $[amount] for a package advertised as covering my company's ongoing US compliance. Their materials described the service as handling my annual filing obligations, and I relied on that representation. Copies of the engagement page and my payment receipt are enclosed. I reasonably believed my Form 5472 obligation was being handled. I received no communication from [formation service name] indicating that Form 5472 was outside the scope of what I had purchased, no request for the transaction information the form requires, and no draft return to review or sign for the [YYYY] tax year. Reliance on a service provider engaged for exactly this purpose is ordinary business care and prudence. I discovered the failure on [date], when [describe], and immediately [engaged a specialist preparer / filed the delinquent return].
This version leans on the genuine narrowness of the rule. A foreign-owned single-member LLC being treated as a corporation solely for section 6038A reporting is a 2017 provision (T.D. 9796) that a non-resident will not meet through ordinary diligence, and saying so accurately is legitimate.
2. WHY THIS CONSTITUTES REASONABLE CAUSE I am a resident and citizen of [country] and have never lived, worked, or filed a tax return in the United States. My only connection to the US tax system is [LLC legal name], which I formed on [date] to [purpose]. In [country], a company with no income and no distributions files [describe the equivalent local treatment briefly — e.g. a nil return, or nothing at all]. I applied that understanding to my US company in good faith. The specific rule that a foreign-owned single-member LLC is treated as a corporation solely for section 6038A reporting — and must therefore file Form 5472 with a pro forma Form 1120 even with zero income — is a narrow provision that took effect for tax years beginning on or after January 1, 2017 (T.D. 9796), and it is not one a non-resident encounters through ordinary diligence. On learning of it on [date] I acted at once: [describe the corrective steps].
If your circumstances involve serious illness, bereavement, or a natural disaster, state those facts plainly in section 2 with dates and documentation. Those are recognised reasonable-cause grounds and do not need the supporting scaffolding the three versions above require.
Gather your dates, file the delinquent return, write the chronology, state one clear cause, show what you did on discovering the failure, attach the evidence, sign under penalties of perjury, and send it to the address on your notice — or to the Ogden PIN Unit if you have not received one.
| Step | What to do | Why it matters |
|---|---|---|
| 1. Gather the facts and dates | Write down when the LLC was formed, when it was funded, when you first learned Form 5472 applied, and how you learned it. | Every claim in the letter needs a date behind it. |
| 2. Prepare and file the delinquent return | Complete Form 5472 with a pro forma Form 1120 for each unfiled year. | The letter accompanies a filing; it does not replace one. |
| 3. Write section 1 as plain chronology | State what happened in order, without argument. | Facts persuade; adjectives do not. |
| 4. State one clear reasonable cause | Pick the single strongest reason and develop it. | Several weak reasons read as excuses and weaken each other. |
| 5. Show immediate corrective action | Give the date you discovered the failure and what you did next. | Prompt correction is among the strongest facts available to you. |
| 6. Attach the evidence | Enclose the return, the notice if you received one, and any correspondence, receipts, or engagement letters that evidence the facts you stated. | — |
| 7. Sign under penalties of perjury | Include the perjury declaration and sign it by hand. | An unsigned request can be set aside without consideration. |
| 8. Send it to the right address | Use the address on the notice if you have one. | Otherwise send it with the return to the Ogden PIN Unit. Keep dated proof of mailing. |
Source: IRC §6038A(d); IRM 20.1.1.3, Reasonable Cause; IRS Instructions for Form 5472.
The single most consequential step is the second one. A request for relief on a return that is still unfiled is very unlikely to succeed, because the continuation penalty is still running while the IRS considers it. File first, then ask.
The delinquent Form 5472 and pro forma 1120, the IRS notice if you received one, and documents that evidence the specific facts you stated — engagement pages, payment receipts, correspondence, medical or travel records. An assertion with a document behind it carries weight; the same assertion alone usually does not.
Reasonable cause is a facts-and-circumstances determination. That phrase means exactly what it says: the IRS is weighing your particular facts, and it can only weigh what you put in front of it.
Redact nothing that matters and attach copies, never originals. If a document is not in English, include a translation.
If you received a notice, use the address printed on it — that routes the letter to the unit holding your case. If you are filing voluntarily with no notice, attach the statement to the Form 5472 package and send it to the Ogden PIN Unit, or fax it to 855-887-7737.
Address routing matters more here than people expect. A reasonable-cause letter sent to a general address while your case sits with a specific unit can simply not reach the person deciding it.
| Your situation | Send it to | Proof to keep |
|---|---|---|
| You received a notice (CP215, CP162, other) | The address printed on that notice | Certified-mail receipt plus a copy of the notice |
| Filing a delinquent return voluntarily, no notice | IRS, 1973 Rulon White Blvd., M/S 6112, Attn: PIN Unit, Ogden, UT 84201 | Certified-mail receipt |
| Filing voluntarily and want speed | Fax 855-887-7737 with the return | Fax transmission confirmation |
Source: IRS Instructions for Form 5472, filing address for foreign-owned U.S. DEs; the address printed on the notice governs where a notice response goes.
The mechanics of both routes — envelope addressing, cover sheets, and confirming receipt — are on the fax and mailing guide.
Stacking several weak reasons instead of one strong one, writing without dates, asserting facts with no documents, asking for relief while the return is still unfiled, blaming the IRS, and leaving out the penalties-of-perjury declaration. Each is avoidable.
| Mistake | Why it hurts | Do this instead |
|---|---|---|
| Several reasons at once | Offering three signals that none is sufficient alone | Pick the strongest and develop it properly |
| No dates | The IRS cannot assess promptness without a timeline | Date every event, especially discovery and correction |
| Assertions with no documents | Facts-and-circumstances means documents, not adjectives | Attach the engagement page, receipt, or record |
| Asking before filing | The continuation penalty is still accruing while they read it | File the delinquent return with or before the letter |
| Blaming the IRS or the rule | Reads as argument, not reasonable cause | State facts neutrally; let them carry the point |
| Emotional appeal without facts | Hardship alone is not the statutory test | Tie every hardship to a date and a document |
| No perjury declaration or signature | An unsigned request can be set aside unread | Include the declaration and sign by hand |
Source: IRM 20.1.1.3, Reasonable Cause; IRC §6038A(d).
One more, less obvious: do not claim a clean compliance history you do not have. The IRS can see your account, and an overstatement in section 4 undermines the credibility of sections 1 through 3.
Expect six to twelve months, sometimes longer for international filers. If relief is granted the penalty is removed or refunded. If it is denied, you may ask the IRS Independent Office of Appeals to review it within the deadline on the denial letter — an appeal should be handled by a licensed representative.
Silence during that window is normal and is not a signal either way. Keep your dated proof of mailing; it is the only evidence that the request was made on the date you say it was.
If you have unfiled years beyond the one you are asking about, deal with them too. Each unfiled Form 5472 is a separate $25,000 penalty with no cap and no statute of limitations, and a request for relief on one year sits awkwardly beside three others still outstanding. The catch-up filing guide covers clearing several years at once, and the penalty calculator shows what the exposure actually is.
A reasonable-cause request only works alongside a filed return. We prepare Form 5472 and the pro forma 1120 — including a reasonable-cause statement — for a flat $299.