BE-13 Report to the BEA: The Filing Due 45 Days After Formation

As soon as a person from Europe holds 10 percent or more of a US company, because they formed it or bought it, the company must report this to the Bureau of Economic Analysis within 45 days, without being asked. For almost every small or mid-sized business formation, a short claim for exemption is all it takes.

When you form a US company, almost everything revolves around four things: the certificate from the state, the EIN, the bank account and the first tax return. A fifth obligation hardly ever makes the checklist, because it has nothing to do with taxes and no agency reminds you of it. It's called the BE-13, and it's due before most companies have sent their first invoice.

The BE-13 is a report to the Bureau of Economic Analysis. It applies to every US company in which a foreign person holds 10 percent or more of the voting rights through formation or acquisition, which means almost every company that European entrepreneurs set up in the USA. For most of them, a short statement takes care of it. This guide shows when the obligation arises, which form applies and which BEA reports follow later. It is part of our overview of the tax obligations of your US company.

1Who the BEA is and why it asks

The Bureau of Economic Analysis is part of the US Department of Commerce and produces the economic statistics of the United States, including the figures on foreign investment. Its surveys of foreign direct investment collect data on how many foreign-owned businesses operate in the US, how big they are and what they mean for jobs, wages and tax revenue. The data feeds into the statistics that businesses and policymakers rely on for investment decisions.

Two features of these surveys matter. They are mandatory: the BEA explicitly describes all its surveys of foreign direct investment in the US as required. And they are confidential: the data is used for statistics, not for taxation. The BEA is not a tax authority, and the BE-13 is not a tax return.

That is exactly why it gets forgotten. When you form a US company, you deal with the Secretary of State, the IRS and the bank. The BEA won't necessarily contact a new company, yet the regulation requires the report anyway. For the bigger picture, see our article on foreign direct investment in the USA.

2When the BE-13 is due

The Commerce Department regulation, 15 CFR 801.7, defines direct investment as a foreign person owning or controlling 10 percent or more of the voting rights in a US corporation, or an equivalent interest in another US business such as an LLC or partnership. A foreign person is anyone resident outside the US, so that includes you as a private individual in Europe, and your company back home too.

Three events trigger the obligation. First, formation: a foreign person or their existing US subsidiary forms a new US company. Second, acquisition: a foreign person acquires voting rights in an existing US company, a business segment or real estate and then holds at least 10 percent. The BEA counts any ownership of real estate as a business for survey purposes. Third, expansion: an existing US subsidiary of a foreign company opens a new location where it does business.

The report is filed not by the foreign investor but by the US business in which the interest is held. The deadline is 45 calendar days after the acquisition closes, the new company is formed or the expansion begins. And the regulation is explicit: a response is required from everyone who meets the criteria, whether or not the BEA contacts them.

3Which form applies

The BE-13 is not a single form but a family of five. Which one applies depends on the type of transaction and its cost. For an acquisition there is the BE-13A, for a new formation the BE-13B, and for an existing subsidiary expanding into a new location the BE-13D. These three forms are the full versions of the report.

All three share the same threshold: the total cost of the acquisition, formation or expansion must exceed $40 million. Anyone who has filed a BE-13B or BE-13D also gets an annual cost update, the BE-13E, for three years after the year of formation or expansion.

For everyone else, there is the BE-13 Claim for Exemption. It states that a reportable transaction took place but the costs are below the threshold. The table gives an overview of the five forms.

4The Claim for Exemption: the standard case for small and mid-sized founders

For a company that a European business forms as its sales subsidiary in Texas, or for the LLC a Swiss entrepreneur uses to build a business in Florida, the costs are almost always far below $40 million. The full forms then don't apply. The obligation still does.

The regulation provides the Claim for Exemption for two groups. The first is businesses the BEA has contacted that have no reportable investment. The second is businesses that meet all the criteria for the BE-13A, BE-13B or BE-13D except the $40 million threshold, and explicitly whether or not the BEA has contacted them. If you form a new US company with 10 percent or more foreign ownership, you belong to the second group.

The Claim for Exemption has the same 45-day deadline. The easiest approach is to handle it right after formation, together with the application for the EIN, since the details on the company, owners and investment are at hand anyway. The BEA provides the forms on its BE-13 page.

5Typical cases for European founders

Your company at home forms a subsidiary in the USA. That is a formation by a foreign person holding 100 percent of the voting rights. If the expected total cost of formation exceeds $40 million, the subsidiary files the BE-13B; if it's below, the Claim for Exemption. Either way, the deadline runs from formation.

Two European entrepreneurs form an LLC together, each owning half. Each holds more than 10 percent, so the LLC is a BE-13 case. To decide whether a report is required, the regulation looks at each individual foreign person and their share. If a European investor holds only 5 percent of a US company, on the other hand, that share alone does not create a direct investment for survey purposes.

A Swiss entrepreneur buys an existing business in Texas or one of its business segments. That's an acquisition, and depending on cost a case for the BE-13A or the Claim for Exemption. The same goes for a foreign person buying commercial property, because the BEA counts real estate ownership as a business. And if the existing US subsidiary opens a second location, that's an expansion, which only triggers a BE-13D when costs exceed $40 million.

6What comes later: BE-12, BE-15 and BE-605

The BE-13 captures the new investment. After that, the BEA tracks how foreign-owned businesses develop through regular surveys. The most important one for small companies is the BE-12 benchmark survey. It takes place every five years, for years ending in 2 and 7, so the next one covers 2027. Every US company in which a foreign person holds 10 percent or more at the end of its fiscal year must report, and here too the regulation requires a response whether or not the BEA reaches out.

Which version of the BE-12 applies depends on size. Companies whose total assets, sales and net income each stay at or below $60 million fill out the short form BE-12C; larger ones file the BE-12B or BE-12A. The BE-12 is due May 31 of the year after the reporting year, or June 30 for companies filing through the BEA's eFile system.

The annual BE-15 survey and the quarterly BE-605 only affect most small companies if the BEA contacts them; under the regulation, if you haven't received a written request, you don't have to complete these surveys. The BE-605 is aimed in any case at large subsidiaries with more than $500 million in total assets, sales or net income, and at indirectly held subsidiaries with debts to the parent group. If a letter from the BEA does arrive, you must answer it, if need be with a statement that no reporting obligation exists.

7How to file

The BEA explicitly asks you to file all surveys through eFile, its secure system. The second option it lists is fax, to the number on the form's cover page. According to the BEA, it can accept paper sent by mail or courier only to a limited extent. Forms, instructions and an overview of which form applies in which case are on the BEA's BE-13 page.

Take one BEA request seriously: company data does not belong in an ordinary email. For documents and questions about your own case, the BEA points you to the secure messaging feature in eFile. It says it blocks and deletes emails containing sensitive personal data in the body or in unencrypted attachments.

The records behind your figures belong in the company's files. The regulation requires anyone subject to US jurisdiction to keep the information needed for the surveys. In practice, that means keeping the formation documents, proof of the funds contributed and a copy of the filing with the rest of the company's records, as described in the guide to US LLC bookkeeping.

8What missing it costs

The International Investment and Trade in Services Survey Act provides a civil penalty for failing to report to the BEA. The Department of Commerce adjusts the amount for inflation; after the latest adjustment it ranges from $5,911 to $59,114. For missed filings, the BEA sends a written Notice of Failure to File; what to do once you receive one is covered in the FAQ on its website.

More important than the penalty is keeping things in order. The BE-13 costs nothing but a little time, and it is part of the first picture the authorities get of your company. Put it into the first 45 days after formation, alongside your EIN, bank account and Registered Agent, and it is done before the real work starts. You will find the full calendar of post-formation obligations in the guide to annual obligations, and the tax returns for the first years in the guides to Form 1120, Form 1065 and Form 5472.

In short

• The BE-13 is a report to the Bureau of Economic Analysis, the statistics agency of the US Department of Commerce. It is not a tax and not a filing with the IRS.
• The US company must report, within 45 days and without being asked, as soon as a foreign person holds 10 percent or more of the voting rights through formation, acquisition or expansion.
• The full forms only apply to costs above $40 million; below that, the US company files the BE-13 Claim for Exemption.
• Later come the BE-12 benchmark survey every five years (the next one covers 2027), plus the BE-15 and BE-605 when the BEA contacts you or the thresholds are met.
• Missing a filing can lead to a civil penalty of $5,911 to $59,114.

How we help you

• Corporation tax returnForm 1120 and Form 5472 for your US corporation.
• Form an LLCThe US LLC with a permanent establishment, turnkey in six states.
• Form a CorporationThe US corporation (Inc) for growth, investors and your visa.
• Apply for an EINYour company's US tax ID, applied for by us.
• US Tax ConsultationYour US tax question, answered by people who know both sides.
• US market entrySubsidiary, staff, taxes: your start in the US market.