Nobody from the government will remind you. There is no notice in the mail, no line on your tax return, and no prompt from your formation service — yet if a foreign person owns 10 percent or more of your U.S. business, you probably owe the Bureau of Economic Analysis (BEA) a report. Miss it, and civil penalties currently run from $5,911 to $59,114 per violation. This guide explains which surveys apply to you, when they are due, and how to stay compliant.
What These Surveys Are (and Why You Have Never Heard of Them)
The BEA is the statistical agency inside the U.S. Department of Commerce that measures foreign direct investment in the United States. Under a law called the International Investment and Trade in Services Survey Act, it runs several mandatory surveys of U.S. businesses with foreign owners. The data feeds official statistics on how much of the American economy is foreign-owned and what those businesses contribute — employment, trade, R&D spending, and more.
Three features surprise first-time filers:
- They are not tax forms. Nothing about them appears on Form 1120, 1065, or Schedule C, which is why many CPAs never mention them. Unless someone specifically puts BEA surveys on your compliance calendar, they fall through the cracks.
- Your responses are confidential by law. Survey data may be used for statistical purposes only, is exempt from Freedom of Information Act disclosure, and cannot be published in a form that identifies your business.
- For the two most important surveys, "nobody contacted me" is not a defense. The regulations require you to file whether or not BEA ever sends you a letter. More on that below.
The 10 Percent Trigger: Are You a "U.S. Affiliate"?
Everything starts with one test. Your business is a U.S. affiliate of a foreign person when a single foreign person owns, directly or indirectly, 10 percent or more of the voting interest in your company — voting stock if you are incorporated, or an equivalent interest if you are an LLC, partnership, or sole proprietorship.
A few parts of that definition trip people up:
- "Foreign person" is broad. It includes foreign individuals, companies, and governments — anyone resident outside the United States. A Canadian co-founder, a British angel investor, a German parent company, and a nonresident alien buying a rental condo as an investment all count.
- Indirect ownership counts. If a French company owns a Delaware holding company that owns 40 percent of your operating LLC, you have a 10-percent-or-greater indirect foreign owner. Trace ownership up the whole chain, not just your cap table's first layer.
- Investment real estate counts. U.S. real estate held for non-personal use — rentals, commercial property, undeveloped land held for appreciation — is treated as a U.S. business enterprise for these surveys, and all of a foreign person's U.S. real estate holdings are aggregated. A vacation home you actually use is personal; everything else is reportable if the thresholds are met.
- Ten percent is measured per foreign person. Unrelated foreign investors who each hold small stakes do not get added together to create an affiliate. But one investor at 10 percent — counting everything they hold directly and indirectly — is enough.
How small businesses accidentally end up in scope
You do not need a multinational parent to have a filing obligation. Common paths include a foreign co-founder taking 10 percent or more at formation, a foreign angel investor or venture fund crossing 10 percent in a priced round, an overseas buyer acquiring your company, EB-5 or other foreign capital in a project, and a nonresident individual building a small U.S. rental portfolio. If any of these describe you, keep reading — the next three sections are your compliance checklist.
BE-13: The 45-Day Clock on New Investments
The BE-13 Survey of New Foreign Direct Investment covers the moment a foreign direct investment relationship is created or expanded. The U.S. business — not the foreign investor — files it, no later than 45 calendar days after:
- a foreign person acquires 10 percent or more of an existing U.S. business (Form BE-13A),
- a new U.S. business is established with 10 percent or greater foreign ownership, such as a foreign company opening a U.S. subsidiary (Form BE-13B), or
- an existing U.S. affiliate of a foreign parent begins a major expansion of its U.S. operations (Form BE-13D).
Two details matter enormously. First, there is a $3 million total-cost threshold: if the transaction cost more than $3 million, you file the full BE-13 form; if it met every requirement except the $3 million threshold, you still file a short BE-13 Claim for Exemption. There is no "too small to bother" outcome — the claim form is the small-transaction outcome. Second, the BE-13 is mandatory whether or not BEA contacts you. In practice BEA almost never knows about your transaction in advance, so compliance is entirely on you. Put the 45-day clock in every acquisition and financing closing checklist.
File through BEA's eFile system, and direct questions to [email protected]. If you already missed a 45-day deadline, file late rather than not at all — practitioners report that BEA emphasizes getting delinquent respondents into compliance.
BE-15: The Annual Survey
The BE-15 Annual Survey of Foreign Direct Investment is the yearly checkup. Every U.S. affiliate reports financial and operating data for its fiscal year, due May 31 — or June 30 if you file electronically, which is one more reason to use eFile.
Which form you file depends on your size, measured three ways — total assets, sales or gross operating revenues, and net income (or loss) — using your affiliate's totals, not just the foreign parent's share:
- BE-15A: majority-foreign-owned affiliates with any of the three measures over $300 million.
- BE-15B: majority-owned affiliates with a measure over $120 million but none over $300 million.
- BE-15C: smaller affiliates with a measure over $40 million but none over $120 million.
- BE-15 Claim for Exemption: affiliates below the reporting cutoffs, plus qualifying private funds.
Most small businesses with foreign investors will land on Form BE-15C or a Claim for Exemption — a short filing, but a filing nonetheless.
One structural difference from the BE-13: the BE-15 is notification-driven. BEA mails filing notices each spring, largely built from prior BE-13, BE-15, and benchmark filings, and anyone notified must respond with a form or a claim by the due date. But mailing lists have gaps, especially for first-time respondents. If you have 10-percent-or-greater foreign ownership and no notice arrives, do not treat the silence as an exemption — email be12/[email protected], confirm your status, and file. The "I never got the letter" conversation goes much better when you start it.
BE-12: The Every-Five-Years Benchmark
The BE-12 Benchmark Survey is the comprehensive census BEA conducts every five years, covering fiscal years ending in 2 and 7. The last round covered fiscal year 2022; the next round covers fiscal year 2027, with reports due in 2028. If your fiscal year ends in December 2027 and a foreign person holds 10 percent or more of your voting interest at that point, you are in.
Like the BE-13 — and unlike the BE-15 — the benchmark is explicitly mandatory whether or not BEA contacts you. The size tiers mirror the annual survey at lower cutoffs:
- BE-12A: majority-owned affiliates with any measure over $300 million.
- BE-12B: majority-owned affiliates in the $60 million to $300 million band, plus minority-owned affiliates over $60 million.
- BE-12C: every other affiliate at or below $60 million — and affiliates under $20 million on all three measures may skip Parts II and III, making it a very short form.
- BE-12 Claim for Not Filing: for businesses BEA contacted that turn out to be exempt.
The benchmark replaces the annual BE-15 in benchmark years, so 2028 will bring BE-12 instead of BE-15 for fiscal 2027. Because the next round is already on the horizon, now is the time to make sure your ownership records and GAAP-basis financials are organized — reconstructing 2027 from a shoebox in 2028 is nobody's idea of a good spring.
What Noncompliance Can Cost
The statute authorizes civil penalties for failure to furnish required information, and inflation adjustments have moved the range considerably above the printed numbers: Commerce's current schedule sets the civil penalty at a minimum of $5,911 and a maximum of $59,114 per violation, and BEA can also seek a court order compelling you to comply. Willful failures are criminal, punishable by a fine of up to $10,000, imprisonment of up to one year, or both — and any officer, director, employee, or agent who knowingly participates faces the same.
In practice, BEA would rather have your data than your money, and late filers who come forward voluntarily are generally brought into compliance. But "voluntary" stops working once BEA has already found you — and funding announcements, acquisition press releases, and state corporate filings make foreign-backed businesses easy to find. Treat these surveys the way you treat payroll tax deposits: routine, calendared, and never skipped.
A Practical Compliance Playbook
Here is the short version to hand your bookkeeper or office manager:
- Determine your status once, in writing. Trace every ownership layer and confirm whether any single foreign person holds 10 percent or more of the vote. Document the answer and revisit it after every financing, buyout, or ownership change.
- Calendar the BE-13 trigger. Any acquisition, new foreign-backed entity, or affiliate expansion starts a 45-day fuse. Add "BEA check" to the closing checklist next to the state filings and EIN application.
- Expect the BE-15 notice every spring — and don't depend on it. File by May 31 on paper or June 30 electronically. If no notice arrives and you are in scope, contact BEA instead of waiting.
- Prepare for the FY2027 benchmark now. Keep ownership records and GAAP-basis financials current through 2027 so the 2028 BE-12 is a retrieval exercise, not an archaeology project.
- Keep your books on a GAAP footing. BEA reports are completed using U.S. GAAP, and the surveys ask for exactly the numbers clean books produce effortlessly: total assets, sales, net income, and transactions with the foreign parent. If intercompany balances with a foreign owner live in a spreadsheet nobody reconciles, fix that before the survey asks for them.
- Track foreign ownership percentage as a first-class number. Your cap table should always answer "what percent of the vote does each foreign person hold, direct plus indirect?" If it can't, your BEA analysis can't either.
Keep Your Books Survey-Ready From Day One
BEA surveys reward the same habit every other compliance obligation rewards: books that are complete, reconciled, and ready to answer questions on demand. When your assets, revenue, and intercompany balances are always current, a BE-15 or BE-12 becomes an afternoon of transcription instead of a month of reconstruction. If you are setting up your accounting, the Beancount documentation walks through building a transparent, version-controlled ledger from scratch.
As your business grows into foreign investment, maintaining clear financial records only gets more important. Beancount.io provides plain-text accounting that gives you complete transparency and control over your financial data — no black boxes, no vendor lock-in. Get started for free and see why developers and finance professionals are switching to plain-text accounting.
