Your filing calendar is ready before you are

The most critical obligation of a foreign-owned US LLC is Form 5472, and this form must be filed even if the company has never made a single sale. Under the post-2017 rules, single-member LLCs owned by foreign persons are treated like corporations for information reporting purposes. In practice this means the company files with the IRS using Form 5472 attached to a blank pro forma Form 1120, and reports every transaction between the company and its owner. Capital contributions, withdrawals, payments made to the owner, and payments received from the owner all fall within this scope.

The penalty for failing to file is $25,000. The penalty mechanism is widely misunderstood: if the filing is still missing 90 days after the IRS sends written notice, an additional $25,000 is added for each 30-day period and separately for each related party. There is no cap, so the penalty does not simply repeat, it compounds. The most common misconception among Amazon sellers is the belief that forming a company and never starting to sell removes the filing obligation. It does not.

The second layer is income tax, and here the answer depends on the individual. Whether a foreign person's US-sourced income is taxed in the US depends on whether that income counts as effectively connected income tied to a trade or business carried on in the US, and on whether a permanent establishment is created in the US under the double taxation treaty between Turkey and the United States. Whether an FBA warehouse on its own creates a permanent establishment is an assessment that varies with factors such as whether you have staff, an office, or a dependent agent in the US. There is no single answer that fits everyone, and your situation needs to be reviewed individually.

The third layer is the state level. The state where the company is formed imposes an annual report or state tax obligation; for Delaware LLCs this is a flat annual tax paid every year on June 1, and the amount was raised from $300 to $400 at the start of 2026. In addition, if you have a physical presence or employees inside the US, income or franchise tax obligations may arise in the relevant states.

One topic deserves particular attention, because outdated information is still circulating: the beneficial ownership information report filed with FinCEN (BOI). This requirement, which took effect in 2024, was removed for companies formed in the US by a rule change in March 2025. The scope was narrowed to cover only companies formed under the laws of a foreign country that register to do business in the US. In other words, a typical LLC formed in Wyoming or Delaware and owned by a resident of Turkey does not file a BOI report today. Even so, some service providers continue to charge fees for this filing. It is worth noting that the change was introduced through an administrative decision and could be revised later; for that reason we monitor the issue and notify our clients in advance if anything changes. Separately, when a new foreign-owned US company is formed, Form BE-13 must be filed with the BEA; the obligation arises within 45 days even if the agency never contacts you, and it is frequently overlooked.

Under marketplace facilitator laws, Amazon collects state-level sales tax on your behalf and remits it to the relevant state in every state that imposes a sales tax. That coverage is limited to the state level; in exceptions such as local jurisdictions in Alaska and the home rule cities in Colorado that administer their own tax, local tax can work separately. For most sellers this has significantly reduced the operational burden of sales tax. It does not, however, mean the obligation has disappeared entirely.

At the heart of the matter is the concept of nexus. Nexus is the connection a state needs in order to require you to collect tax or register. There are two types: physical nexus and economic nexus. Physical nexus arises from inventory, a warehouse, an office, or employees; if you use FBA, Amazon distributes your inventory across warehouses in many states and that distribution is not under your control. Economic nexus rests on thresholds that became widespread after the 2018 South Dakota v. Wayfair decision. The common threshold is $100,000 in annual sales, but in large states such as California and Texas the figure is $500,000. The transaction count criterion has changed significantly: most states have dropped the 200-transaction test that existed almost everywhere in 2018, and today it applies in roughly eighteen states. Threshold amounts, whether the transaction count test applies, and whether marketplace sales are included in the calculation all differ from state to state. Some states have eliminated the transaction count criterion entirely.

In practice there are three scenarios. If you sell only through Amazon and have no other channel, you may not be required to register separately in most states; however, a handful of states require registration and zero-dollar filings even for marketplace sales. If you also sell through your own website, through Shopify, or wholesale, collecting and reporting sales tax on those channels is directly your responsibility. The third scenario is when you need a resale certificate in order to buy goods from your suppliers tax free; that generally requires a sales tax registration in the relevant state.

The right approach is to map your nexus at least once a year instead of working from assumptions: which states hold your inventory, how much you sell through which channels, and which state thresholds you have crossed. Mentoreis performs this analysis using your Amazon inventory and sales reports and recommends registration only in the states where it is genuinely required; an unnecessary registration creates a filing obligation that continues until the account is closed.

Unlike the calendar in Turkey, the US tax calendar runs on different dates depending on the entity type. The dates below apply to companies that use the calendar year as their fiscal year; if a date falls on a weekend or a federal holiday, it moves to the next business day.

The first part of the year is the reporting period. In January and February Amazon publishes the sales and payment summaries for the prior year; whether a Form 1099-K is issued and which threshold applies depend on the seller's tax situation and the rules in effect for that period, so not receiving the form does not mean you have no filing obligation. March 15 is the filing date for Form 1065 for multi-member LLCs and Form 1120-S for S-Corps. There is an important note here for our audience: companies with non-resident owners cannot elect S-Corp status, so S-Corp is not an option for sellers who are residents of Turkey. April 15 is the date for single-member LLCs to file Form 5472 with a pro forma Form 1120, for C-Corps to file Form 1120, and for individual returns where required.

Extensions are available. Form 7004 generally provides a six-month extension for entity returns; that moves March 15 filings to September 15 and April 15 filings to October 15. The critical point is this: an extension extends the time to file, not the time to pay. If you owe tax, interest and late payment penalties start running from the original date.

On the state side, the calendar depends on your state of formation. For Delaware LLCs the flat annual tax is due every year on June 1; the amount rose from $300 to $400 at the start of 2026. In Wyoming the annual report is due on the first day of the company's anniversary month, which is a company-specific date rather than a fixed calendar date. In Florida the annual report is due by May 1, and missing that date triggers a substantial late penalty from the state. New Mexico LLCs have no annual report requirement, but starting in mid-2024 a report must be filed every three years.

Sales tax returns run on a separate rhythm. Each state where you are registered assigns you a monthly, quarterly, or annual filing frequency, and the state can change that frequency based on your sales volume. The filing window generally closes on the 20th of the month following the end of the period, though this varies from state to state.

There is one structural reason an Amazon seller's books break down: Amazon does not send you the sales amount, it sends the net transfer after deductions. A set of books that records the amount hitting the bank account as revenue understates your income and makes your expenses almost entirely invisible. This is not just a cosmetic problem; it makes your filings inaccurate and, because you cannot see your true profitability, it leads you to make the wrong product and pricing decisions.

The correct method is to break the Amazon settlement report down line by line. Gross sales, refunded amounts, referral fees, FBA fulfillment fees, storage fees, long-term storage surcharges, advertising spend, coupon and promotion costs, sales tax collected by Amazon, and return processing fees are each posted to separate accounts. When a settlement period closes, the total of these line items must tie exactly to the net amount deposited in the bank. If it does not tie, a line item has been missed.

The second critical topic is inventory and cost of goods sold. An Amazon seller's largest expense item is usually inventory, and inventory is an asset, not an expense, until it sells. Product purchase cost, international freight, customs duty, prep and labeling costs are included in cost of goods sold and only become an expense when the related product sells. A set of books that does not make this distinction shows a loss in the months you build inventory and abnormal profit in the months you draw it down. In the same way, the reserve balances Amazon holds and settlement amounts not yet paid out should be tracked as receivables.

The third topic is currency. Supplier payments made from Turkey, transfers sent to China, and movements between TRY and USD distort the income statement if they are not recorded at the correct exchange rate. Mentoreis maps the chart of accounts it builds in QuickBooks or Xero to the Amazon settlement structure, closes the monthly reconciliation to the exact amount deposited in the bank, and produces a report that lets you see margin by product.

US tax penalties differ from those in Turkey in two respects: penalties for information returns operate independently of any tax due, and penalties are assessed automatically by the system. In other words, you can face a serious penalty even if you owe no tax at all.

The heaviest item is Form 5472. The penalty for failing to file or filing incompletely is $25,000. If it is not corrected within 90 days of the IRS written notice, another $25,000 is added for each 30-day period and for each related party, with no cap. This penalty ignores the company's revenue; it is the same amount for a company with zero sales. For multi-member LLCs, filing Form 1065 late triggers a penalty calculated per member for each month of delay. For the 2025 tax year the amount is $255 per member per month for up to 12 months; in a two-member company a three-month delay comes to $1,530 and a full year comes to $6,120. The figure is adjusted each year for inflation. In a two-member company even a few months of delay can reach four figures.

Where tax is owed, two separate penalties run together: a failure-to-file penalty and a failure-to-pay penalty. The failure-to-file penalty accrues monthly and builds up to a set cap; the failure-to-pay penalty carries a lower rate but interest accrues on top of it for as long as the balance is outstanding. That is why filing on time, even when you do not have the money to pay, is far cheaper than not filing at all.

On the state side, the most common outcome is administrative dissolution. Companies that repeatedly fail to file their annual report or pay franchise tax lose good standing status. The practical consequences cascade: your bank account can be frozen, Amazon can reject your company registration during verification, supplier contracts cannot be renewed, and bringing the company back to life (reinstatement) can cost several times the original formation cost once accumulated fees are added. The same rule applies to those who want to close a company: a company that is not properly dissolved continues to exist in the records and to accumulate liabilities.

The process starts with an onboarding meeting. We review your entity structure, state of formation, ownership split, sales channels, and any past filings. If filings are missing or were never made, we first map out the delinquencies; before setting up the new period properly, you need to know where the past stands.

Next the chart of accounts is built. We create an account structure in QuickBooks or Xero that maps one to one onto the Amazon settlement structure, connect your bank and fintech accounts, and determine the method for tracking inventory and COGS. The first month is treated as a baseline month, and the reconciliation is calibrated on it.

During ongoing operation the monthly rhythm is as follows: settlement reports are broken out, the bank reconciliation is performed, the profit and loss statement and the cash flow report are produced, and a margin table by product is shared. In states where you hold a sales tax registration, returns are filed on the assigned frequency. Your nexus map is reviewed at least once a year based on your sales volume and inventory distribution. On an annual basis federal and state returns are prepared and filed; if an extension is needed, Form 7004 is submitted on time. For every critical date, an email and a dashboard notification are sent before the filing window opens, because in this line of work the most expensive mistake is forgetting.

The information on this page is for general information purposes and does not constitute individualized tax, legal, or accounting advice. US federal and state rules, thresholds, fees, and penalty amounts can change periodically; your obligations also vary based on your ownership structure, residency status, physical presence in the US, and sales channels. Before making a decision, we recommend having your situation reviewed separately by the Mentoreis team or a qualified US tax professional.