Complete Guide to Foreign Direct Investment Reporting (Form BE-13)

Foreign direct investment in the United States reached $5.5 trillion in 2023. 

It’s huge, and that’s why the U.S. government takes capital flow reporting seriously. With so much investment coming in, tracking where the money comes from and where it goes isn't just a regulatory requirement; it’s a matter of economic strategy and national interest.

The US government tracks FDI into its economy through Form BE-13. 

Many businesses with foreign ownership don’t know about the form filing obligations until they face potential penalties. While meeting this requirement might seem like just another administrative burden, failing to file can result in significant penalties ranging from $4,450 to $44,539 per violation, with willful violations potentially triggering criminal charges.

This guide breaks down exactly who needs to file, which form to use, and how to ensure compliance with this essential reporting obligation.

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What is Form BE-13?

Form BE-13 is a mandatory survey conducted by the Bureau of Economic Analysis (BEA), a division of the U.S. Department of Commerce. This form tracks new foreign direct investments in U.S. businesses, capturing information about foreign ownership, acquisition costs, and business operations.

The BEA uses this data to compile comprehensive statistics on foreign investment trends, which serve several purposes:

• It measures the impact of foreign investment on the U.S. economy
• It provides policymakers with data for economic decision-making
• The form tracks industry-specific investment patterns
• It also helps analyze the effects of foreign ownership on employment and production

Unlike tax forms that are about collecting revenue, Form BE-13 serves purely as a data collection tool. The information gathered helps the government understand how foreign capital affects American businesses, jobs, and economic growth. 

Though primarily statistical in nature, the reporting requirement carries the force of law under the International Investment and Trade in Services Survey Act, making compliance mandatory for businesses that meet the filing criteria.

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Who Need to File Form BE-13?

Form BE-13 filing obligation hinges on two key factors -  meeting the foreign direct investment criteria and engaging in a qualifying transaction. 

Let's break down these requirements to determine if you need to file:-

i) Foreign Direct Investment Criteria

Foreign direct investment occurs when a foreign person or entity (individual, corporation, partnership, government, etc.) owns or controls, directly or indirectly, 10% or more of the voting securities of an incorporated U.S. business or an equivalent interest in an unincorporated U.S. business.

This 10% threshold is critical because it represents the point at which the BEA considers an investor to have sufficient influence over business decisions to qualify as a direct investor rather than simply a portfolio investor.

The definition encompasses several important elements:

• Voting interest: The key measure is voting power, not merely financial investment. For corporations, this means 10% or more of voting stock or shares.
• Equivalent interest: For unincorporated businesses like partnerships or LLCs, this means 10% or more of the equivalent ownership interests.
• Direct or indirect ownership: The foreign investment can be direct (foreign entity to U.S. business) or through a chain of ownership (foreign entity owns company that owns U.S. business).

Examples of qualifying foreign investors include:

• A German manufacturing company acquiring 15% of a U.S. automotive parts supplier
• A Chinese high-net-worth individual purchasing 10% voting interest in a U.S. tech startup
• A Canadian pension fund obtaining a 25% stake in a U.S. real estate partnership
• A Japanese corporation establishing a wholly-owned U.S. subsidiary
• A Mexican entrepreneur founding a U.S.-based LLC while retaining 50% ownership

ii) Transactions that Trigger Filing Requirements

Not all foreign investments require filing Form BE-13. The obligation is triggered specifically by these transaction types:

Note -  The reporting requirement is triggered by the transaction itself, not by ongoing operations. Form BE-13 captures new investments or significant changes to existing investments, rather than serving as a periodic filing requirement.

The timing of these transactions is also significant - you'll need to file within 45 days of when the qualifying investment occurs, which we'll cover in more detail in the deadlines section.

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Types of BE-13 Forms

Once you're sure you need to file Form BE-13, the next step is to identify which specific form is for you. We briefly mentioned the types of the form, each designed to capture relevant information for that particular investment scenario. 

Let’s discuss them one-by-one:-

i) Form BE-13A

Form BE-13A applies when a foreign entity acquires a direct or indirect ownership interest of at least 10% of the voting rights in an existing U.S. business enterprise.

This form collects detailed information about:

• The U.S. business being acquired
• The foreign acquirer's information and country of origin
• The acquisition cost and funding methods
• Ownership percentages before and after the transaction
• The industry classification of the U.S. business
• Employment figures and financial data

Key Filing Requirements

Form BE-13A must be filed within 45 days of the acquisition completion, even if the business was established specifically for the acquisition. The form applies to both majority and minority stake acquisitions, as long as the foreign ownership exceeds the 10% threshold. 

Here are a few examples:

• A German automotive manufacturer acquiring 25% voting interest in a U.S. parts supplier
• A UK private equity firm purchasing 15% of a U.S. technology company
• A Swiss corporation acquiring a 100% stake in a U.S. distribution business

ii) Form BE-13B

Form BE-13B is used when a foreign entity establishes a new U.S. business enterprise. This includes both creating an entirely new business and establishing a U.S. presence for the first time.

This form focuses on gathering:

• Details about the newly established U.S. business
• Information about the foreign parent entity
• The cost of establishing the new business
• Initial capitalization and funding sources
• Projected employment and financial data
• Industry classification information

Key Filing Requirements

Form BE-13B must be filed within 45 days of the legal establishment of the business. The filing is required for all new business formations with 10% or more foreign ownership and applies to new standalone businesses, subsidiaries, and branch operations. Examples include:

• A Japanese electronics manufacturer creating its first U.S. subsidiary
• A Brazilian investor establishing a new U.S.-based retail operation
• A French software company opening its first U.S. office as a separate legal entity

iii) Form BE-13D

Form BE-13D applies when an existing U.S. business enterprise that already has foreign ownership expands its operations by establishing a new facility or expanding an existing one.

The form captures:

• Information about the existing U.S. business
• Details about the expansion project
• The cost and scope of the expansion
• Funding sources for the expansion
• Industry classification of the expanded operations
• Employment impact of the expansion

Key Filing Requirements

Form BE-13D must be filed within 45 days of the beginning of the physical expansion. The filing requirement is triggered when the expansion cost exceeds $3 million and applies to both greenfield expansions and significant additions to existing facilities.

For this form, "expansion" is specifically defined as:

• Building a new production facility
• Adding significant capacity to an existing facility
• Expanding operations into a new geographic area
• Adding a new type of operation that represents a distinct line of business

Examples include a German-owned manufacturing company building a new plant in Texas, a foreign-owned retail chain opening a distribution center, or a Japanese-owned tech company establishing a new R&D facility.

iv) Form BE-13 Claim for Exemption

Form BE-13 Claim for Exemption notifies the BEA that you're aware of the filing requirements but qualify for an exemption.

You can apply for exemption if you meet these criteria:-

• Your investment transaction falls below the $3 million threshold
• Your foreign ownership percentage is exactly (not exceeding) 10%
• Your transaction doesn't qualify as a new investment for reporting purposes
• You received a BE-13 notification, but have no reportable transaction

Here’s how to claim exemption:

1. Access the BEA eFile system or download the BE-13 Claim for Exemption form
2. Complete the identification information for your business
3. Indicate the reason for your exemption claim
4. Submit the completed form within 45 days of the transaction (or BE-13 notification)

You need basic business identification information and a brief explanation of why you believe you qualify for an exemption. Unlike the full forms, the Claim for Exemption doesn't require detailed financial information or transactional data.

Filing a Claim for Exemption ensures that your business is on record with the BEA as having considered your filing obligations, which can help avoid follow-up inquiries or compliance checks.

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How to File Form BE-13?

Before you get to filing Form BE-13, you need to figure out the type you need to file. Use this decision framework to identify which form applies to your specific transaction:

1. First, assess the transaction type:
   
   • Is this an acquisition of an existing U.S. business? → Consider Form BE-13A
   • Is this establishing a new U.S. business? → Consider Form BE-13B
   • Is this expanding an existing foreign-owned U.S. business? → Consider Form BE-13D
2. Then, confirm the foreign ownership threshold:
   
   • Does the foreign ownership equal or exceed 10% of voting rights? If not, you may qualify for an exemption.
   • If exactly 10%, you'll file a Claim for Exemption.
   • If more than 10%, proceed with the appropriate form based on your transaction type.
3. Finally, check the value threshold:
   
   • Is the total cost of the acquisition, establishment, or expansion less than $3 million? If so, file a Claim for Exemption instead of the full form.
   • Is it $3 million or more? Proceed with the appropriate full form.

Here’s the summarized version of the above framework:

Required Information for Form BE-13 Filing

Before beginning the filing process, gather the following information to complete your form accurately and efficiently:

While the exact information required varies slightly between different BE-13 forms, having these details ready will streamline the process regardless of which form you need to file.

Step-by-Step Process to Submit Form BE-13

Once you've determined the correct form and gathered the necessary information, follow these steps to complete and submit your filing:

Step 1 - Access the BE-13 Form

Begin by accessing the BE-13 form through the Bureau of Economic Analysis website (www.bea.gov/surveys/be13), where you can download the appropriate form or access the eFile system. If you don't already have an account on the BEA eFile system, you'll need to create one before proceeding with your submission.

Step 2 - Complete the Identification Information

Next, complete the identification information section by entering the legal name, address, and contact information for the U.S. business. Include the specific reporting period that applies to your transaction and provide contact information for the person who should be contacted regarding any questions about the filing.

Step 3 - Fill Out Transaction-Specific Sections

After completing the basic identification details, fill out all transaction-specific sections based on your particular situation. Remember to enter financial data in thousands of U.S. dollars as instructed on the form and provide the appropriate industry classification codes for the primary business activity involved in the transaction.

Step 4 - Review for Accuracy

​​Before submission, carefully review the form for accuracy by double-checking all financial figures and percentages. Ensure that all mandatory fields have been completed and verify that any required supporting schedules or attachments are included with your submission.

Step 5 - Submit the Completed Form

When you're ready to submit, you can either file electronically through the BEA eFile system (the recommended method) or submit a paper filing by mail to the U.S. Department of Commerce, Bureau of Economic Analysis, BE-49(SSB), Washington, DC 20233. Whichever method you choose, be sure to retain confirmation of your submission, whether that's an electronic receipt or mailing proof.

Step 6 - Maintain Records

Finally, maintain thorough records by keeping copies of all submitted forms and supporting documentation. Document filing dates and confirmation numbers in your records and retain all this information for at least three years after filing, as required for compliance purposes.

Most filers find that the electronic submission through the BEA eFile system is faster and more convenient than paper filing. The eFile system also provides immediate confirmation of receipt and helps reduce the risk of data entry errors or missing information.

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When You Don't Need to File Form BE-13?

Not all foreign investments require filing the full Form BE-13. Understanding exemption criteria can save your business considerable time and administrative effort. This section outlines when you may qualify for an exemption and how to properly document it.

$3 Million Investment Threshold Exemption

The BEA has established a $3 million threshold to minimize reporting burdens for smaller transactions while still capturing significant foreign investments.

When the total cost of your acquisition, establishment, or expansion falls below $3 million, you generally don't need to file the full BE-13 form. Instead, you'll file a BE-13 Claim for Exemption, which requires significantly less information and takes less time to complete.

To calculate whether your transaction falls under this threshold:

For acquisitions (BE-13A), include the total cost of acquiring the U.S. business, including:

• Purchase price of voting interest
• Assumed liabilities
• Real estate acquired as part of the transaction
• Capital contributions made at the time of acquisition

For new business establishments (BE-13B), include:

• Initial capitalization costs
• Land and facility costs
• Equipment purchases
• Initial operating capital

For expansions (BE-13D), include all costs directly associated with the expansion project, such as:

• Construction costs
• New equipment purchases
• Initial inventory for the expanded operation
• Land acquisition for the new facility

Even if your transaction falls below the $3 million threshold, you must still file the BE-13 Claim for Exemption to formally notify the BEA of your exemption status. This simple filing ensures you've met your legal obligation and prevents follow-up inquiries from the BEA.

Other Qualifying Exemptions

Beyond the $3 million threshold, several other situations may exempt you from filing a full BE-13 form:

i) Ownership percentage below 10%

If the foreign ownership interest is less than 10% of the voting rights in the U.S. business, the transaction doesn't meet the definition of foreign direct investment and is exempt from BE-13 filing requirements.

ii) 10% ownership

If the foreign ownership interest is exactly 10% (not exceeding 10%), you should file a BE-13 Claim for Exemption rather than a full form.

iii) De minimis changes in existing investments

Minor adjustments to existing foreign investments that don't constitute a new establishment, acquisition, or significant expansion don't require filing. Examples include:

• Routine capital contributions to existing subsidiaries that don't significantly change operations
• Internal corporate reorganizations that don't involve new foreign capital
• Changes in ownership between foreign entities where the ultimate beneficial owner remains the same

iv) Non-qualifying transactions

Certain types of activities don't trigger BE-13 filing requirements:

• Opening a representative office without business operations
• Establishing a U.S. bank account
• Purchasing real estate purely for personal use (not business purposes)
• Portfolio investments (stock purchases) that don't reach the 10% voting interest threshold

v) BEA notification without a qualifying transaction

If you receive a BE-13 notification from the BEA but have no reportable transaction, you should file a BE-13 Claim for Exemption to inform the BEA of your status.

When applying these exemptions, the burden is on the business to prove it qualifies for the exemption if questioned. Maintaining clear documentation of your exemption rationale is essential, even if you're filing a Claim for Exemption rather than the full form.

Remember, filing a BE-13 Claim for Exemption is required even when you believe you're exempt from filing the full form. This simple step ensures compliance with BEA regulations and prevents potential penalties for non-filing.

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Form BE-13: Filing Deadlines and Penalties

The Bureau of Economic Analysis (BEA) requires that Form BE-13 be filed within 45 calendar days after the completion of a qualifying transaction. This uniform deadline applies to all versions of the form, including the BE-13 Claim for Exemption.

The 45-day countdown begins on different dates depending on your transaction type:

i) For acquisitions (BE-13A)

The deadline clock starts on the closing date of the acquisition when ownership officially transfers.

ii) For new business establishments (BE-13B)

The 45 days begin when the business is legally established (typically the incorporation or organization date).

iii) For expansions (BE-13D)

The countdown starts when the expansion project physically begins (e.g., breaking ground on construction or beginning installation of new equipment).

To calculate your specific deadline, count 45 calendar days (not business days) from the relevant transaction date. For example, if your acquisition closed on March 10, your BE-13 filing would be due by April 24.

If the 45th day falls on a weekend or federal holiday, the deadline extends to the next business day. However, it's advisable to file before the weekend to avoid any potential complications.

The BEA does not typically grant automatic extensions for BE-13 filings. However, in cases of extraordinary circumstances, you may request an extension by contacting the BEA directly before your deadline expires. Extension requests should be made in writing and include:

• Your business's name and EIN
• The transaction date
• The reason for the extension request
• A proposed filing date

While the BEA may grant extensions in limited circumstances, such as complex international transactions or natural disasters affecting operations, extensions are not guaranteed and should not be relied upon as a standard practice.

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Penalties for Missing Form BE-13 Deadlines

Non-compliance with BE-13 filing requirements can result in significant civil and criminal penalties under the International Investment and Trade in Services Survey Act. 

i) Civil Penalties

Civil penalties may be assessed for various infractions, including:

• Failing to file a required BE-13 form by the deadline
• Filing an incomplete form with significant missing information
• Filing a BE-13 Claim for Exemption when a full form was required
• Providing materially false information on a BE-13 filing

The BEA considers several factors when determining penalty amounts. First, they evaluate whether the violation was willful or resulted from reasonable cause, as intentional non-compliance typically results in more severe penalties than good-faith oversights. They also review the company's history of compliance with BEA reporting requirements, with repeat offenders facing steeper consequences than first-time violators who have otherwise maintained good standing. 

Additionally, the extent of cooperation during any investigation significantly impacts the final penalty assessment, as businesses that provide transparent information and assist with inquiries may receive more lenient treatment. 

Finally, the BEA takes into account the company's efforts to correct the violation once discovered; those who take immediate corrective action and implement improved compliance procedures often face reduced penalties compared to those who fail to address the underlying issues.

ii) Criminal Penalties

For willful violations, the BEA can pursue criminal penalties, including:

• Fines up to $10,000 per violation
• Imprisonment for up to one year
• Both fines and imprisonment in severe cases

Criminal penalties are generally reserved for situations involving intentional misrepresentation, deliberate failure to file, or a pattern of non-compliance.

The enforcement process typically begins with a notice from the BEA identifying the apparent violation. Companies generally have an opportunity to respond and provide mitigating information before penalties are assessed. Prompt and transparent communication with the BEA upon discovering a missed filing can sometimes help reduce potential penalties.

While the BEA has authority to impose these significant penalties, they generally focus enforcement efforts on willful non-compliance rather than good-faith mistakes. Establishing a compliance system with clear responsibilities and deadlines is the best protection against both inadvertent non-compliance and potential penalties.

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Frequently Asked Questions

1. Do I need to file Form BE-13 if my foreign ownership is exactly 10%?

Yes, but not the full form. When foreign ownership is exactly 10% (not exceeding 10%), you should file a BE-13 Claim for Exemption rather than the standard BE-13 form. The 10% threshold marks the boundary of what the BEA considers direct investment, so ownership at exactly 10% requires acknowledgment through the exemption claim.

2. Can I file Form BE-13 late if I just discovered the requirement?

Yes, you should file Form BE-13 as soon as possible after discovering the requirement, even if the deadline has passed. The BEA generally prefers late compliance to non-compliance. Include a brief explanation for the late filing with your submission. While this doesn't eliminate the possibility of penalties, proactive filing after discovering an obligation may mitigate potential enforcement actions.

3. Is information on Form BE-13 shared with other government agencies?

No, the information you provide on Form BE-13 is confidential and protected by law. The International Investment and Trade in Services Survey Act prohibits the BEA from sharing your specific business data with other government agencies, including tax authorities or law enforcement. The data is used only for statistical purposes and published only in aggregated form that doesn't identify individual businesses.

4. Is there a filing fee for Form BE-13?

No, there is no filing fee for submitting Form BE-13 or the BE-13 Claim for Exemption. The BEA does not charge for processing these forms, regardless of whether you file electronically or by mail. However, you may incur internal costs or professional fees if you engage legal or accounting assistance to prepare the filing.

5. How to determine if an expansion qualifies for Form BE-13D?

An expansion qualifies for Form BE-13D reporting when it meets three key criteria: (1) the U.S. business already has foreign ownership of more than 10%, (2) the expansion represents a significant addition to existing operations such as a new facility or production line, and (3) the total cost of the expansion exceeds $3 million. Routine maintenance, minor equipment upgrades, or normal business growth typically don't trigger Form BE-13D filing requirements.