If you’re a foreign national who recently formed a U.S. company, acquired an interest in one, or invested in an existing U.S. business, there’s a federal filing requirement you may not know about. It doesn’t come from the IRS. It comes from the Bureau of Economic Analysis (BEA), part of the U.S. Department of Commerce, and it applies to a broader range of transactions than most people realize.
The form is called the BE-13, formally titled the Survey of New Foreign Direct Investment in the United States. Even if your investment is small, you likely need to file something. Here’s what you should know.
What Is the BE-13?
The BE-13 is a mandatory survey that tracks new foreign direct investment (FDI) entering the United States. “Foreign direct investment” means a foreign person or entity owns or controls 10% or more of the voting securities of a U.S. business (or an equivalent interest in an unincorporated entity like an LLC). The BEA uses this data for economic analysis and policy planning. It isn’t shared with the IRS or used for tax enforcement, but filing is required by law under the International Investment and Trade in Services Survey Act.
Three types of transactions trigger a BE-13 filing:
- Acquisition: A foreign person acquires 10% or more voting interest in an existing U.S. business
- Establishment: A foreign person creates a new U.S. business entity (corporation, LLC, branch, etc.)
- Expansion: An existing U.S. affiliate of a foreign company opens a new facility or starts a new line of business
Which BE-13 Form Do You File?
The BE-13 isn’t a single form. It’s a family of forms, and which one you file depends on the type of transaction and the dollar amount involved.
| Form | When to File | Cost Threshold |
|---|---|---|
| BE-13A | Foreign person acquires 10%+ voting interest in a U.S. business | Total cost exceeds $40 million |
| BE-13B | Foreign person establishes a new U.S. business entity | Projected total cost exceeds $40 million |
| BE-13D | Existing U.S. affiliate expands to a new facility | Expected cost exceeds $40 million |
| BE-13E | Annual cost updates for previously filed BE-13B or BE-13D | Filed for 3 years after initial filing |
| Claim for Exemption | Transaction occurred but cost is below $40 million | Below $40 million |
The $40 million threshold took effect in September 2025 after a final rule published in the Federal Register. Before that, the threshold was $3 million. This change reduced the number of full-form filings significantly, but it did not eliminate the filing requirement for smaller transactions. If your transaction falls below $40 million, you still need to file the BE-13 Claim for Exemption.
The Claim for Exemption Is Not Optional
This is the part most foreign business owners miss. Even if you formed a simple LLC with a few thousand dollars in startup capital, you’re still required to file the Claim for Exemption with the BEA. The form is short (the BEA estimates about 36 minutes to complete), but it must be submitted. The BEA tracks all new foreign direct investment regardless of size. The full forms (BE-13A, BE-13B, BE-13D) are reserved for transactions above the $40 million threshold, but the Claim for Exemption covers everything below it.
Think of it this way: if a foreign national creates a U.S. LLC, even a single-member LLC with no employees and minimal capital, that’s a new foreign direct investment. The BEA wants to know about it.
Filing Deadline and How to File
The deadline is 45 calendar days from the date the transaction is completed. For a new company formation, that means 45 days from the date your LLC or corporation is officially registered with the state. For an acquisition, it’s 45 days from the closing date.
Filing is done electronically through the BEA’s eFile system at bea.gov/efile. You’ll create an account, select the appropriate form type (or Claim for Exemption), and complete the web-based submission. You can also file by mail, but electronic filing is faster and what the BEA recommends.
If the BEA contacts you directly with a notification letter, you have 45 days from the date of that letter to respond, regardless of when your transaction occurred.
Penalties for Not Filing
The penalties are real. Under 22 U.S.C. Section 3105, failure to file the BE-13 (including the Claim for Exemption) can result in:
- Civil penalties: $2,500 to $25,000 per violation
- Criminal penalties (for willful non-compliance): fines up to $10,000 and up to one year of imprisonment
The BEA also has authority to seek injunctive relief and court orders requiring compliance. In practice, the BEA typically sends notification letters before escalating to penalties, but not filing after receiving a notification dramatically increases your exposure.
Other BEA Surveys Foreign-Owned Businesses Should Know About
The BE-13 is the most commonly missed BEA filing, but it isn’t the only one. Two other BEA surveys apply to foreign-owned U.S. businesses:
BE-12: Benchmark Survey of Foreign Direct Investment
The BE-12 is a mandatory survey conducted every five years. It collects detailed data on all foreign-owned U.S. businesses, covering ownership structure, industry classification, total sales, employment, and transactions between the U.S. affiliate and its foreign parent. The most recent BE-12 was due in May 2023, and the next one will be due around 2028. When it comes, all foreign-owned U.S. entities must respond.
BE-605: Quarterly Survey of FDI Transactions
The BE-605 is a quarterly survey that tracks ongoing financial transactions between U.S. affiliates and their foreign parents. Filing is required within 30 days after each quarter ends (45 days for the final quarter of the year). This survey applies to entities that the BEA has identified for ongoing reporting, typically based on the size and nature of parent-affiliate transactions. If the BEA contacts you about the BE-605, you must comply.
Why Most Foreign Business Owners Don’t Know About This
The BE-13 flies under the radar for a few reasons. First, it doesn’t come from the IRS, so tax preparers often don’t mention it. Second, formation attorneys and registered agents typically focus on state filings and EIN applications, not Commerce Department surveys. Third, the BEA doesn’t always contact new filers proactively. The obligation exists whether or not you receive a notification letter.
Foreign entrepreneurs who form LLCs through online services like LegalZoom or ZenBusiness will almost never hear about the BE-13 during the formation process. The same goes for founders who use foreign-friendly formation agents in Wyoming, Delaware, or Nevada. None of these services mention the BEA filing because it falls outside their scope.
What If You Didn’t File on Time?
If you formed or invested in a U.S. business months or years ago and never filed a BE-13 or Claim for Exemption, you’re not alone. Most foreign business owners learn about this requirement long after the 45-day window has closed.
The BEA is primarily a data collection agency, not a tax enforcement body. Their stated goal is to capture accurate data on foreign direct investment. In our experience, and based on what we’ve seen from practitioners in this space, the BEA has generally accepted voluntary late filings without pursuing penalties. That said, every situation is different, and past outcomes don’t guarantee future ones.
That said, there’s a difference between filing late on your own initiative and ignoring a BEA notification letter. If the BEA has contacted you directly and you haven’t responded, your exposure increases significantly. The statutory penalties ($2,500 to $25,000 civil, up to $10,000 criminal for willful violations) appear more likely to come into play when the BEA has made a specific request and the filer has not responded.
Here’s the practical approach:
- If you’ve never been contacted by the BEA: File the Claim for Exemption (or full BE-13 if applicable) as soon as possible through the BEA eFile system at bea.gov/efile. Based on what practitioners have reported, voluntary late filings have typically been accepted without penalty, though individual outcomes may vary.
- If you’ve received a notification letter from the BEA and haven’t responded: Don’t ignore it further. Consider consulting a compliance attorney or international business advisor before responding. Understanding your exposure and framing your response appropriately can make a difference.
- If you’re unsure whether a filing was required: The BEA’s help line at (301) 278-9419 or be13@bea.gov can help you determine your obligation. From what we’ve seen, inquiring about your obligation does not trigger an enforcement action, but consult with your own advisor if you have concerns.
The BEA operates differently from the IRS in how it approaches enforcement. From what we’ve observed, their priority is collecting data rather than pursuing penalties against business owners who weren’t aware of the requirement. That said, the obligation is real, and addressing it sooner rather than later reduces your risk.
What BCA Recommends
If you’re a foreign national who has formed or invested in a U.S. business, check whether you’ve met your BEA filing obligations. Here’s what to do:
- Determine your filing requirement. If you own or control 10% or more of a U.S. entity and you’re a foreign person, you have a BE-13 obligation.
- Check the timeline. You have 45 calendar days from the transaction date. If that window has passed, file as soon as possible. Late filing is better than no filing.
- File the Claim for Exemption if your total investment cost is below $40 million. This is a short form and can be completed at bea.gov/efile.
- File the full BE-13A or BE-13B if your investment exceeds $40 million.
- Mark your calendar for BEA’s other surveys (BE-12 benchmark every five years, BE-605 quarterly if contacted).
BCA helps foreign-owned businesses identify and manage compliance obligations like these. If you’re unsure whether you’ve filed what’s required, contact us. We’ll assess your situation and connect you with the right professionals to get it handled.
Disclaimer: This article is for informational purposes only and is not legal, tax, or financial advice. BCA is not a licensed professional services firm. We help clients assess their situations and work with licensed attorneys, tax advisors, and other qualified professionals on your behalf. Read our full Disclaimer and Terms of Use. Have questions? Contact BCA and let us put the right team together for you.
Sources and Further Reading
- BEA Form BE-13 Survey Page: bea.gov/surveys/be13
- BEA eFile System: bea.gov/efile
- Federal Register Final Rule (2025-16832), BE-13 Threshold Changes: federalregister.gov
- 22 U.S.C. Section 3105, Enforcement and Penalties: law.onecle.com
- 15 CFR Section 801.7, BE-13 Rules and Regulations: law.cornell.edu
- BEA Foreign Direct Investment Surveys Overview: bea.gov/surveys/fdiusurv