Form BE-13: Who Files, $40M Threshold, and 45-Day Deadline

If a foreign person or entity takes a 10% or greater voting interest in a U.S. business, creates a new U.S. business, or expands an existing foreign-owned U.S. operation, the U.S. business on the receiving end has to report the transaction to the Bureau of Economic Analysis on Form BE-13. Foreign direct investment reporting on the BE-13 is due within 45 days of the transaction, and a rule change effective in late 2025 raised the line between a full report and a short exemption claim from $3 million to $40 million.

Who Has to File

The filing duty sits with the U.S. business enterprise that gets created, acquired, or expanded, not with the foreign investor. The trigger is a foreign person acquiring 10% or more of the voting interest, directly or indirectly through another U.S. affiliate.¹

Two things about that trigger catch people off guard. First, “foreign person” is a residency test, not a citizenship test. A U.S. citizen who lives permanently abroad qualifies as a foreign person, and their investment in a U.S. business can pull that business into BE-13 reporting.² Second, the requirement is self-executing. BEA does not send you a form; the U.S. business is expected to know it has to file and to file on time.

Residential real estate held exclusively for personal use is carved out of BE-13 entirely. That covers a primary residence temporarily leased while the owner is abroad and property held through a corporation whose only purpose is to hold it for the owner’s personal use.³ Commercial real estate and investment property, by contrast, count as a U.S. business enterprise and can trigger the filing.

Which BE-13 Form Applies

BEA uses different forms depending on how the investment is structured. Following a 2025 rulemaking, the older Form BE-13C was eliminated and the dollar threshold that separates a full report from an exemption claim jumped from $3 million to $40 million.⁴

Form BE-13A applies when a foreign entity acquires a voting interest in an existing U.S. business, segment, operating unit, or piece of real estate, and the total cost exceeds $40 million.
Form BE-13B applies when a foreign entity or existing foreign-owned U.S. affiliate establishes a brand-new U.S. business and the total cost exceeds $40 million.
Form BE-13D applies when an existing U.S. affiliate of a foreign parent expands its operations to include a new facility with expected total cost above $40 million.
The BE-13 Claim for Exemption is filed when the transaction meets the criteria for a BE-13A, B, or D but total cost is $40 million or less. It is also used for any U.S. real estate purchased exclusively for personal use, regardless of amount.³
Form BE-13E is a cost update that BEA may request from a business that previously filed a BE-13B or BE-13D once final costs are known.

Filing the exemption claim is still mandatory when the criteria are met, even though it collects less information. BEA needs to account for the transaction either way.

How to Count the $40 Million

The $40 million line is drawn against total cost, not cash at closing. That figure includes all actual and expected costs to the foreign parent’s affiliated group and its U.S. affiliates, including costs funded through debt.³

Debt is where filers most often miscalculate. If the foreign investor pays $20 million in cash and assumes $25 million in existing debt, total cost is $45 million and the full Form BE-13A is required, not the exemption claim. BEA’s rules do not spell out every component of total cost. When the math is close to the line, the safer move is to add in every associated cost and file the full form.

The 45-Day Deadline

Every BE-13 form is due within 45 days of the date the acquisition closes, the new entity is established, or the expansion begins.⁵ The clock runs from the transaction date, not from the date anyone at the U.S. business realizes a BE-13 obligation exists. First-time filers routinely miss this because BEA never sends a prompt.

The fastest way to submit is through BEA’s eFile portal, where the U.S. business creates an account, enters the data online, and uploads supporting documents.⁶ Mail and fax are still accepted, but delivery has to land inside the 45-day window. Keep BEA’s confirmation of receipt with the corporate compliance file.

Expect follow-up. BEA economists may reach out to clarify figures, and for a BE-13B or BE-13D filed on projected costs, BEA can request a BE-13E cost update once the real numbers are in.¹

What the Form Asks For

Each BE-13 form collects a full picture of the investment and the U.S. business receiving it. Have these ready before opening the portal:

The name and country of the foreign parent that directly owns the voting interest.
The ultimate beneficial owner at the top of the chain, which is often different from the immediate foreign parent when intermediate holding companies sit in between.
The total investment cost, including debt-funded portions.
A financial profile of the U.S. business: total assets, projected employees, and an operating summary.
The primary NAICS industry code for the new activities.
The value of property, plant, and equipment involved.

Acquisitions also require the filer to identify the transaction structure, whether a merger, a purchase of specific assets such as intellectual property, or something else. Gaps and errors invite BEA follow-up, which stretches out the compliance timeline.

Penalties for Not Filing

Enforcement authority sits in 22 U.S.C. 3105. The statute sets civil penalties at $2,500 to $25,000 per violation, adjusted annually for inflation.⁷ After the most recent inflation adjustment, the effective range is roughly $5,911 to $59,114 per violation.⁸ BEA can also seek a court injunction ordering compliance.

Willful failure to file is a criminal matter. An individual who knowingly refuses to file can be fined up to $10,000 and imprisoned for up to one year, and the same exposure attaches to any officer, director, employee, or agent of a corporation who knowingly participates.⁷ BEA’s day-to-day priority is collecting the data, but the enforcement tools are real.

What Happens to the Data

BE-13 information is confidential by statute. Under 22 U.S.C. 3104, the data can only be used for statistical or analytical purposes within the U.S. government, and BEA cannot publish anything that would allow a filer to be identified.⁹ Access is restricted to officials designated to work on the survey.

The statute also blocks compelled disclosure. No one can force production of a filed report, in whole or in part, without the prior written consent of the person who filed it. Willful violation of the confidentiality rules carries its own fine of up to $10,000.⁹ The information feeds aggregate statistics on foreign investment; it does not become a searchable ownership registry.

BE-13 Does Not Cover CFIUS or USDA Filings

A BE-13 is a statistical filing. It does not stand in for a national security review by the Committee on Foreign Investment in the United States, and it does not satisfy the Agricultural Foreign Investment Disclosure Act filing with the U.S. Department of Agriculture for foreign acquisitions of U.S. agricultural land. A single deal can trigger any combination of the three, each with its own deadline and threshold. Assuming a CFIUS filing covers the BE-13 obligation is one of the more common and expensive mistakes on the compliance side.

1
eCFR. 15 CFR 801.7 – Rules and Regulations for the BE-13, Survey of New Foreign Direct Investment in the United States
2
eCFR. 15 CFR Part 801 – Survey of International Trade in Services Between U.S. and Foreign Persons and Surveys of Direct Investment
3
Bureau of Economic Analysis. Form BE-13 Claim for Exemption
4
Federal Register. Direct Investment Surveys: BE-13, Survey of New Foreign Direct Investment in the United States
5
Bureau of Economic Analysis. BE-13 Survey of New Foreign Direct Investment in the United States
6
Bureau of Economic Analysis. Survey Respondents – Form BE-13
7
Office of the Law Revision Counsel. 22 USC 3105 – Enforcement
8
eCFR. 15 CFR Part 6 – Civil Monetary Penalty Adjustments for Inflation
9
Office of the Law Revision Counsel. 22 US Code 3104 – Rules and Regulations