BE-13 deadline — 45 days from the transaction
Deadlines: the full filing calendar · the regulation library · practical guides
BE-13 is mandatory whether or not BEA asks. It is a statistical survey with a statutory obligation behind it, which is an unusual combination and the reason it gets missed. In the United States the filing is due no later than 45 days after the acquisition is completed, the new legal entity is established, or the expansion is begun. Source: BEA BE-13 filing instructions. It lands on the fund vehicle itself and the AIFM or management company.
What is the BE-13 survey?
BE-13 is a mandatory US survey of new foreign direct investment, run by the Bureau of Economic Analysis. It is a confidential statistical survey, not a regulatory or enforcement filing: by law the data cannot be used for taxation, investigation or regulation. It is triggered when a foreign person acquires 10% or more of the voting interest in a US business (BEA: BE-13 survey).
What is in the report
BEA uses several forms: BE-13A for an acquisition, BE-13B for a newly established US business, and BE-13D for an expansion. An annual update form covers a project still under construction, and a short claim for exemption covers a transaction below the threshold. The full survey applies above a $40 million cost threshold, recently raised from $3 million.
Who files, who prepares, who receives
The filer is the US business that was acquired, established or expanded, not the foreign parent. A fund taking a foreign-controlled stake in a US business puts the filing on that US business. The report goes to BEA, and it is due whether or not BEA makes contact.
When it is due
| Jurisdiction | Obligation | Due | Reporting period | Who files | Files with | Extension | Source |
|---|---|---|---|---|---|---|---|
| United States | BE-13 — Survey of New Foreign Direct Investment in the United States | no later than 45 days after the acquisition is completed, the new legal entity is established, or the expansion is begun | set by the rule | the fund vehicle itself and the AIFM or management company | BEA | — | BEA BE-13 filing instructions · calendar |
Common mistakes
The clock starts at closing, the point at which the deal team moves on, and 45 days later nobody owns the filing. BEA sends no reminder, because the duty does not depend on being contacted. Two more are common: it is the US business that files, not the foreign parent; and the trigger is a 10% voting interest, not a controlling or majority stake.
Questions this page answers
When is the BE-13 due?
No later than forty-five days after the acquisition is completed, the new legal entity is established, or the expansion is begun. BEA words it that way, so the trigger is the transaction rather than a filing season.
Is BE-13 mandatory if BEA has not contacted me?
Yes. The obligation applies to covered transactions whether or not BEA makes contact. Waiting for a request is not a defence to a late filing.
What triggers a BE-13 filing?
There are three triggers. A foreign person acquiring 10% or more of the voting interest in a US business is one. The others are a new US entity established under foreign ownership, and an expansion of an existing foreign-owned US business.