Foreign direct investment filing requirements in the United States are not a single form or a single agency. A cross-border deal can trigger a national security review by the Committee on Foreign Investment in the United States (CFIUS), statistical surveys with the Bureau of Economic Analysis (BEA), tax withholding under the Foreign Investment in Real Property Tax Act (FIRPTA), and an agricultural land disclosure to the USDA under AFIDA. Each runs on its own clock. Each carries its own penalties. Satisfying one does nothing to excuse missing another.
CFIUS Review for National Security
CFIUS is the interagency committee, chaired by Treasury, that reviews foreign investments for national security risk. Its jurisdiction covers any “covered transaction”: mergers, acquisitions, and investments that could give a foreign person control of a U.S. business, plus certain non-controlling investments that grant access to sensitive technology, data, or infrastructure. Deals structured to evade review also fall within reach.1eCFR. 31 CFR 800.213 – Covered Transaction
When You Must File vs. When You Choose To
Most CFIUS filings are voluntary. Parties submit a formal written notice through the CFIUS Case Management System to secure a “safe harbor” letter clearing the deal, because CFIUS retains authority to review and potentially unwind any non-notified transaction at any time.2U.S. Department of the Treasury. CFIUS Case Management System
A mandatory declaration is required in two situations. The first: the target is a “TID U.S. Business” (one that produces critical technologies, performs functions tied to critical infrastructure, or collects sensitive personal data of U.S. citizens) and the foreign investor is a foreign government acquiring a substantial interest of 25% or more. The second: any foreign person acquiring an interest in a business involved in critical technologies. The declaration must be filed at least 30 days before closing.3eCFR. 31 CFR 800.401 – Mandatory Declarations Closing inside that 30-day window exposes the parties to civil penalties.
Filing Fees
Short-form declarations carry no fee. Formal written notices are tiered by transaction value:4U.S. Department of the Treasury. CFIUS Filing Fees
- Under $500,000: no fee
- $500,000 to $4,999,999: $750
- $5 million to $49,999,999: $7,500
- $50 million to $249,999,999: $75,000
- $250 million to $749,999,999: $150,000
- $750 million or more: $300,000
Penalty Exposure
CFIUS enforces under 50 U.S.C. ยง 4565. Failing to file a mandatory declaration, breaching a mitigation agreement, or submitting materially false information triggers civil penalties.5Office of the Law Revision Counsel. 50 USC 4565 – Authority to Review Certain Mergers, Acquisitions, and Takeovers The committee can also seek injunctive relief and require the parties to submit notices for future transactions for up to five years after a compliance violation.
BEA Surveys: BE-13 and BE-15
The BEA collects data on foreign investment flows. It does not approve or block anything. But its surveys are mandatory, and enforcement is real. Two forms come up most.
BE-13: New Investment
Whenever a foreign entity acquires or establishes a U.S. business, or an existing foreign-owned U.S. business expands, a BE-13 is due within 45 days of closing, establishment, or the start of the expansion.6U.S. Bureau of Economic Analysis. Survey Respondents – Form BE-13 Which sub-form (BE-13A, BE-13B, BE-13D, BE-13E) applies depends on whether the transaction is an acquisition, a new establishment, or an expansion. If the deal falls below the reporting thresholds, you still file a BE-13 Claim for Exemption.
BE-15: Annual Reporting
Every U.S. business owned or controlled by a foreign person files an annual BE-15. Size drives the version. The most detailed form (BE-15A) applies to majority-owned affiliates where total assets, sales, or net income exceeds $275 million. BE-15B covers affiliates between $120 million and $275 million and minority-owned affiliates above $120 million. Smaller affiliates above $40 million file a simplified version. Below $40 million, file a Claim for Exemption.7U.S. Bureau of Economic Analysis. International Surveys – Foreign Direct Investment in the United States
Penalties
Failing to file can result in a civil penalty of up to $59,114 per violation (adjusted periodically for inflation) and an injunctive order compelling compliance. Willful failure is criminal: a fine of up to $10,000 and up to one year in prison for individuals. Officers, directors, and agents who knowingly participate face the same exposure.8U.S. Bureau of Economic Analysis. BE-13 Claim for Exemption
FIRPTA Withholding on U.S. Real Property Sales
When a foreign person sells U.S. real property, the buyer must withhold a portion of the sale price and remit it to the IRS. The general rate is 15% of the total amount realized.9Office of the Law Revision Counsel. 26 USC 1445 – Withholding of Tax on Dispositions of United States Real Property Interests Two exceptions apply when the buyer intends to use the property as a personal residence:
- Sale price of $300,000 or less: no withholding required.9Office of the Law Revision Counsel. 26 USC 1445 – Withholding of Tax on Dispositions of United States Real Property Interests
- Sale price between $300,001 and $1,000,000: withholding drops to 10%.
The buyer, not the foreign seller, is responsible for filing Form 8288 and sending the withheld amount to the IRS within 20 days of the transfer date.10Internal Revenue Service. Reporting and Paying Tax on U.S. Real Property Interests Miss that window and the buyer owes penalties and interest. A buyer who fails to withhold at all becomes personally liable for the tax that should have been withheld.
The withholding is a prepayment, not a final tax. The foreign seller files a Form 1040-NR to calculate actual liability and claims the withheld amount as a credit. Sellers who expect their real liability to be lower than the standard withholding can apply for a reduced withholding certificate on Form 8288-B before or on the sale date.11Internal Revenue Service. About Form 8288-B, Application for Withholding Certificate for Dispositions by Foreign Persons of U.S. Real Property Interests If the application is pending at closing, the buyer must still withhold the full statutory amount but does not have to remit it until 20 days after the IRS mails its decision.
AFIDA: Reporting Foreign-Held Farmland
Foreign persons who acquire, hold, or transfer an interest in U.S. agricultural land must report those holdings to the USDA on Form FSA-153 within 90 days of the acquisition or transfer.12eCFR. 7 CFR Part 781 – Disclosure of Foreign Investment in Agricultural Land A U.S. person who becomes a foreign person, for example by renouncing citizenship, files within 90 days of that status change. The same 90-day clock runs if land that was not previously agricultural becomes agricultural while owned by a foreign person.
Penalties are steep. The USDA can impose a civil penalty of up to 25% of the fair market value of the foreign person’s interest. Late filings accrue at 0.1% of fair market value for each week the violation continues, up to that 25% cap.13Office of the Law Revision Counsel. 7 USC Chapter 66 – Agricultural Foreign Investment Disclosure On a $10 million farm, the ceiling is $2.5 million. This is often the most expensive filing mistake in the FDI space relative to the simplicity of the form.
Beneficial Ownership Reporting
The Corporate Transparency Act created a FinCEN requirement for certain entities to report beneficial owners (individuals who own 25% or more or exercise substantial control). As of mid-2026, FinCEN is not enforcing beneficial ownership information reporting for domestic companies formed under U.S. state law, and no penalties apply to domestic entities during the current suspension. Foreign companies registered to do business in a U.S. state may still face reporting obligations, since the non-enforcement posture applies primarily to domestic reporting companies. The situation is fluid, and separate beneficial ownership disclosures continue to apply under bank know-your-customer rules, SBA loans, and certain federal contracts.
How One Deal Can Trigger Several Filings
A foreign company buying a U.S. manufacturer that holds sensitive technology can face a CFIUS mandatory declaration 30 days before closing, a BEA BE-13 within 45 days after closing, and beneficial ownership disclosures at the acquiring company’s bank. If the manufacturer sits on farmland, add an AFIDA report within 90 days. If it later sells U.S. real property, FIRPTA withholding kicks in at that sale.
The penalties stack. None of these agencies coordinates enforcement with any other.
Filing Mistakes That Cause the Most Damage
The BEA survey is the one most often missed. Deal teams focus on CFIUS because it can block a transaction, and the BE-13 has no connection to deal approval, so it slips off the closing checklist. By the time anyone notices, the 45-day window has passed.
AFIDA is another blind spot. Acquisitions of companies that happen to own agricultural land sometimes trigger FSA-153 even when farming is not the point of the deal. The 90-day deadline runs from closing whether or not the buyer realized the land qualified.
On the CFIUS side, the most consequential mistake is closing a mandatory-declaration transaction without filing. CFIUS can review and potentially unwind a completed deal at any time, and not knowing a declaration was required is not a defense. When the target touches export-controlled technology, that analysis belongs at the start of due diligence, not the week before signing.
FIRPTA errors fall on buyers. Closing agents usually handle the withholding, but in private sales without a title company the obligation falls directly on the buyer, and personal liability follows a failure to withhold.