Registered Agent Forwarded an IRS Notice - What to Do Next
Summary
An IRS notice forwarded by your registered agent means the response clock has started. The 90-day continuation penalty timeline begins from the original mailing date.
If your registered agent (Northwest, Wyoming Agents, Stripe Atlas's bundled RA, or any other) has forwarded an IRS notice to you, the response clock started on the original mailing date, not on the date you received the forwarded copy. For Form 5472 penalty notices (CP15 or CP215), this matters because the 90-day continuation penalty period under IRC §6038A(d)(2) begins running from the IRS mailing date.
Why a forwarded IRS notice is more urgent than it looks
When the IRS mails a notice to the LLC's address of record (often the registered agent's address), the legal effect is delivery on the mailing date. Forwarding through the registered agent introduces a delay of days to weeks before the notice reaches the foreign owner. The 90-day continuation penalty clock under §6038A(d)(2) does not pause for the forwarding delay. Time is of the essence in responding.
The forwarding pattern
Most foreign-owned LLC registered agent setups work as follows:
- LLC formation lists the registered agent's address as the registered office
- IRS uses this address (and sometimes the EIN application address) for notice mailing
- IRS notices arrive at the registered agent's facility
- Registered agent forwards to the LLC's actual operating address or the foreign owner's email/foreign mailing address
- Forwarding delay is typically 3-14 days for paper mail, 1-3 days for scanned PDFs
The foreign owner receives the forwarded notice 1-3 weeks after the IRS mailing date. The notice deadline (typically 30 days from mailing for response) and the 90-day continuation penalty clock are already counting down.
What to do in the first 24 hours
Once you receive the forwarded notice:
1. Identify the notice type. Look for "CP15," "CP215," or other notice number in the upper right of page 1. Different notice types have different response procedures. CP15 and CP215 are §6038A penalty assessment notices.
2. Check the mailing date. The notice shows when it was mailed. The 30-day response window and the 90-day continuation clock both count from this date.
3. Calculate days remaining. If the notice was mailed 12 days before you received the forward, you have approximately 18 days remaining in the 30-day standard response window and 78 days before continuation penalty kicks in.
4. Determine the assessed amount. The notice states the dollar amount of the assessed penalty. For Form 5472 cases, this is typically $25,000 per assessed year.
5. Determine the years involved. The notice references specific tax year(s). If multiple years are at issue, file responses for each.
What the delay costs, in numbers
Delivery is effective on the date the IRS mails the notice, not the date it reaches you. The continuation penalty under IRC §6038A(d)(2) starts 90 days after that mailing date and then adds $25,000 for each 30-day period or fraction of one that the Form 5472 stays unfiled.
A notice mailed on 1 March and forwarded to you on 22 March leaves 69 days. That is enough to prepare and mail the missing return and a Form 843, and the exposure stays at the assessed $25,000. The same notice sitting at a registered agent until 20 May leaves nine days, and a packet that lands on day 95 has already triggered the first continuation period: $25,000 + $25,000 = $50,000. Another 30 days makes it $75,000. The forwarding delay does not extend a single day of the 90.
What to do in the first 48 hours
1. Pull together the LLC's records. EIN assignment letter, formation documents, prior year filings (if any), bank statements showing reportable transactions for the years at issue.
2. Determine whether the underlying Form 5472 has been filed. If you previously filed for the years referenced in the notice, the IRS may have lost or mismatched the filing. Provide proof of filing (certified mail receipt) when responding.
3. Determine whether the underlying Form 5472 has not been filed. If the years are unfiled, the file the missing returns now. The continuation penalty stops accruing only when the underlying form is filed. File concurrently with Form 843.
4. Decide on response strategy. Most §6038A cases benefit from CPA review of the abatement arguments because the IRS has already taken a position. The case is procedurally past voluntary catch-up; abatement requires a formal Form 843 filing with a strong reasonable cause statement.
What to do in the first week
1. File Form 843 with a written reasonable cause statement under IRC §6664(c). The form is the procedural vehicle for requesting abatement. The statement is the substance.
2. File the underlying Form 5472 + Pro Forma 1120 if not previously filed. The dedicated address for foreign-owned DE returns is:
Internal Revenue Service 1973 Rulon White Blvd, M/S 6112 Attn: PIN Unit Ogden, UT 84201
Or fax to 855-887-7737.
3. Send Form 843 to the address on the notice (typically Ogden Submission Processing Center). The Form 843 address may be different from the dedicated foreign-owned DE address used for the original return.
4. Send by certified mail with return receipt for both filings. Keep copies of everything.
What does not work
- Treating the forwarded date as the deadline reference. The notice deadline counts from the mailing date, not the forwarding receipt date. Calculating from the forwarding date misses the actual deadline.
- Ignoring the notice while you "figure things out." Days are running. The 90-day continuation clock is one-way.
- Calling the IRS general 800 number to dispute. The §6038A penalty cannot be abated by phone. Abatement requires Form 843 with a written reasonable cause statement.
- Returning the forwarded notice to the registered agent. The registered agent's role is to forward, not to respond. The notice is your responsibility once forwarded.
- Switching to a new registered agent to "lose" the notice in transition. The IRS retains the assessment regardless of who the registered agent is. Switching agents does not affect the §6038A obligation or the assessed penalty.
What the registered agent will and will not do
| The registered agent will | The registered agent will not |
|---|---|
| Forward the notice to the LLC's contact address on file | Respond to the notice on the LLC's behalf |
| Keep records of when the notice was received and forwarded | Advise on response strategy |
| Forward subsequent IRS correspondence as it arrives | Prepare Form 843 or reasonable cause statements |
| Take any action that stops the continuation penalty clock |
This is universal across registered agent services. Northwest, Wyoming Agents, Stripe Atlas's bundled service, and others all share the same scope.
Answering a notice that reached you late
If your registered agent has forwarded an IRS notice for a Form 5472 penalty, the right action depends on the notice type and the years at issue. For CP15 or CP215 notices, file Form 843 with a reasonable cause statement under §6664(c) within 30 days. File the underlying Form 5472 + Pro Forma 1120 concurrently if not previously filed.
Notice cases benefit from CPA review of the abatement arguments because the IRS has already taken a position. The procedural mechanics are covered in Form 843 for Form 5472 Penalty Abatement. The full notice response framework is at IRS CP15 and CP215 Notices. For multi-year cases, see Filed 5472 Multiple Years Late. The cornerstone diagnostic is at Missed Form 5472.
The IRS's official Form 843 page is at IRS.gov/Form843.
Questions about a late-arriving notice
Does the forwarding delay extend my response deadline?
No. The notice deadline counts from the IRS mailing date, regardless of when the forwarded copy reached you. If forwarding took two weeks, you effectively have 16 days remaining in the 30-day window.
What if the notice is several months old when I receive it?
Possible if the registered agent failed to forward promptly or the LLC's contact information is outdated. The 90-day continuation penalty clock has likely already expired, meaning continuation penalty under §6038A(d)(2) has been accruing. File Form 843 immediately and file the underlying Form 5472 if not previously filed; this stops further continuation accrual.
Can I argue the forwarding delay as part of my reasonable cause case?
The forwarding delay is typically not the basis for reasonable cause for the original failure to file. The original failure occurred before the notice was issued. The forwarding delay can support arguments around timeliness of response but does not address why the original Form 5472 was not filed.
My registered agent did not forward the notice promptly. Can I sue them?
Registered agent contracts vary. Most include limited liability provisions. Whether legal action is available depends on the specific contract and the extent of damages. Consult a US attorney for litigation questions; this is outside the scope of Form 5472 compliance.
What if I never gave the registered agent my current contact information?
This is a common gap. The IRS-side filing obligation does not depend on whether the registered agent had your current contact info. The notice is deemed delivered at the address of record. Update your registered agent's records and the LLC's address on file with the IRS (Form 8822-B) to prevent future delays.
Should I switch to a different registered agent after this?
Switching does not affect the current notice or the response. Whether to switch is a separate question about registered agent service quality. Some founders switch after a poor forwarding experience; others address the contact info issue with the existing agent.
How much does a three-week forwarding delay actually cost?
Nothing on its own, and up to $25,000 if it pushes you past day 90. The continuation penalty under IRC §6038A(d)(2) starts 90 days after the notice mailing date, then adds $25,000 for each 30-day period or fraction of one. A notice that took three weeks to reach you leaves 69 days, which is enough. The same notice discovered on day 85 leaves five, and a filing that lands on day 95 has already triggered the first $25,000 continuation period, taking a $25,000 assessment to $50,000.
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