BEA Form BE-13 — what a foreign investor's new U.S. company, acquisition or rental property has to file within 45 days

BE-13 is the Bureau of Economic Analysis (BEA) survey of new foreign direct investment in the United States. When a foreign person (an individual or a company) gets 10% or more of the voting interest in a U.S. business, directly or indirectly, or an existing foreign-owned U.S. business expands with a new facility, the U.S. business files within 45 days. It's a mandatory statistical survey, not a tax return.

• Legal basis: the International Investment and Trade in Services Survey Act (22 U.S.C. 3101–3108), with regulations in 15 CFR Part 801; BE-13 is §801.7.
• Who signs: the U.S. business (corporation, LLC or branch) files, and an authorized official certifies that the report is complete and substantially accurate, estimates included. The foreign owner doesn't file separately.
• Confidentiality: by law, BEA may use the data only for statistical analysis, not for taxation, investigation or regulation, and the copy the company keeps is protected from legal process too.
• No fee: BEA charges nothing.
• Separate from the IRS: BE-13 isn't attached to Form 1120 and doesn't replace Form 5472. Filing one doesn't satisfy the other.

Plenty of companies have never heard of it. The IRS doesn't remind you, and the state doesn't mention it when you form the company, so many learn about BE-13 only when a BEA letter arrives. If a foreign person is forming a U.S. company, treat BE-13 as a standard post-formation step.

Two questions: did a new business, an acquisition or an expansion happen, and after it, does a foreign person hold 10% or more of the voting interest, directly or indirectly? If yes to both, the next question is whether you file the Claim for Exemption or a full form.

• New business: a foreign person establishes a U.S. business, whether a C corporation, an LLC or a branch, with or without operations. A Delaware or Wyoming LLC that hasn't started business yet still counts.
• Acquisition: a foreign person buys an existing U.S. business (or a segment or operating unit of one) and holds 10% or more of the vote afterward.
• Expansion: an existing foreign-owned U.S. business builds or leases a new facility, or expands an existing facility with new construction.
• Real estate: U.S. real estate a foreign person buys for profit (to rent, develop or operate) is itself a U.S. business and is reported. Real estate held purely for personal use isn't reported unless BEA asks.
• Counting 10%: direct and indirect ownership are combined, and indirect ownership multiplies through each tier. If Chinese company A owns 60% of Hong Kong company B, and B owns 100% of a U.S. company, A indirectly owns 60%. How voting interest is measured for an LLC or partnership follows BEA's instructions and the operating agreement.
• Foreign parent: the first person or entity up the ownership chain, outside the United States, holding 10% or more of the vote. If a foreign individual owns the U.S. business directly, that individual is the foreign parent.

Where you live. BEA's rules (15 CFR Part 801) define a foreign person as a person resident outside the United States or subject to the jurisdiction of a country other than the United States. A company formed by a foreign national who lives in the U.S. usually isn't foreign direct investment, while a U.S. citizen living in China may be a foreign person. In borderline cases, confirm with BEA.

• A Chinese national living in the U.S.: a green card holder or long-term visa holder who lives here and forms a company in their own name generally isn't a foreign person for BE-13, so there's usually nothing to file.
• A U.S. citizen living in China: someone who lives in China and holds 10% or more of a U.S. company's vote may count as foreign direct investment.
• A Chinese company: a company incorporated in China is a foreign person, so its new U.S. subsidiary files.
• Borderline cases: splitting the year between countries, a recent move in either direction, or a mix of owners living in and outside the U.S. are fact-specific. Call BEA at (301) 278-9419 or email be13@bea.gov, and keep the answer on file.
• The IRS uses a different test: Form 5472 decides who is foreign based on tax residency and uses a 25% threshold. Treat the two separately (see yclcpa.com/5472).

No. A BEA final rule published September 3, 2025 (90 FR 42533) and effective October 3, 2025 raised the full-form threshold from $3 million to $40 million. A lot of older guidance online still says $3 million, and it's out of date. What didn't change: at $40 million or less you still file the Claim for Exemption within 45 days on your own.

• Total cost: all actual and expected costs of the transaction for all foreign parents' affiliated foreign groups and their U.S. affiliates, including amounts funded with debt.
• The source of funds doesn't matter: equity from the owner, loans from the owner and bank loans all count. Borrowed money isn't excluded.
• New businesses: use the planned investment, and for the financial questions, projections as of the end of the first full fiscal year.
• A new question on the form: the October 2025 Claim for Exemption (REV. 10/2025) asks for the total cost directly (question 3), so work out the planned capital and loans first.
• Most small foreign-owned companies: fall well under $40 million and file only the Claim for Exemption.

Start with the type of transaction (new business, acquisition, expansion or real estate), then the total cost. At $40 million or less, it's always the Claim for Exemption. Above $40 million, it's BE-13A, BE-13B or BE-13D by type. BE-13E is a cost update you file only when BEA asks.

Description: Each row is one situation, showing the form at $40 million or less and above $40 million, and whether you file on your own.

Your situation	Total cost ≤ $40 million	Total cost > $40 million	File on your own?
Foreign person establishes a U.S. business (corporation, LLC, branch, even with no operations) and holds 10% or more of the vote	Claim for Exemption	BE-13B	Yes, within 45 days
Foreign person acquires an existing U.S. business (or segment or operating unit) and holds 10% or more afterward	Claim for Exemption	BE-13A	Yes, within 45 days
Existing foreign-owned U.S. business expands: builds or leases a new facility, or expands with new construction	Claim for Exemption	BE-13D	Yes, within 45 days
Foreign person buys U.S. real estate for profit (rent, develop, operate)	Claim for Exemption	BE-13A; BE-13B if bought as part of establishing a new business	Yes, within 45 days
Foreign person buys U.S. real estate purely for personal use	—	—	No; Claim for Exemption only if BEA writes
Foreign owner already at 10% or more buys more	—	—	No; only if BEA writes
Qualifying transitory holding company, or private fund	—	—	No; only if BEA writes
Full form already filed, investment phased in, BEA asks for actual costs	—	BE-13E	Only when notified

• A company set up only to make an acquisition: if a new company is formed solely to acquire another business within 30 days, the two are reported together as the acquisition, not as a separate new business.
• What the full forms ask: much more than the Claim for Exemption, including details on the foreign parent and the ultimate beneficial owner, each tier of ownership, sources of funding, cost detail and financial data. Deals this size usually have attorneys involved, and an accountant can handle the financial data.

If BEA hasn't contacted you, the situations below don't require a filing. If it does write, respond with the Claim for Exemption or the form the letter asks for; don't ignore it.

• No new business, acquisition or expansion took place, or foreign ownership stayed under 10%.
• Personal-use real estate: a home the foreign person bought to live in, not for profit. A home rented out temporarily while the owner is abroad and intends to return still counts as personal use, as does property held by a company whose only purpose is to house its owners.
• An existing 10%-plus foreign owner buying more: for example, a Chinese parent at 60% buying up to 100%.
• A transitory holding company: a holding company set up solely to acquire or establish another U.S. business, with initial capitalization (debt and equity) of $60 million or less, that completes the acquisition or establishment within 180 days and is then dissolved. The business acquired or established files its own BE-13.
• Private funds: foreign investment through a private fund that doesn't hold 10% or more of an operating company through the fund. Those investments may fall under other Treasury surveys instead.

The October 2025 Claim for Exemption (REV. 10/2025) has a cover page and 14 questions. The cover covers the company, a contact and the certifying official. Question 1 is the reason for exemption, and small foreign-owned companies usually pick option 7, "total cost of $40 million or less." The rest asks for the transaction date, the total cost, a few financial figures, headcount, the industry code, the countries of the foreign parent and the ultimate beneficial owner, and the state with the most employees. BEA estimates about 15 minutes.

What to gather first: the formation certificate (for the date and legal name); an ownership chart (each tier's percentage, and whether each foreign owner is an individual or a company and where it's incorporated or lives); capital and loans invested and planned; actual or projected assets, liabilities, revenue and profit or loss; a description of the main business; the foreign parent's full name and country and the UBO's country; expected headcount and the state; the certifying official's name, title, phone and email; and any BEA letter.

Create an account on BEA's eFile system (www.bea.gov/efile), choose "Add a New BE-13 Report," pick the transaction type that fits, complete the form and submit. The 45 calendar days run from the date the acquisition closes, the new business is established or the expansion begins; if BEA writes to you, use the date in the letter.

• Steps: sign in to eFile → Add a New BE-13 Report → choose the transaction type → complete the Claim for Exemption → certifying official reviews → Submit. Save the confirmation page and a PDF of the form.
• Certification: an authorized official of the company has to certify. If your accountant prepares it, the official should review the draft before it's submitted, with written sign-off kept on file.
• Need more time: ask BEA for an extension before the deadline at (301) 278-9419 or be13@bea.gov.
• Questions for BEA: the same phone number and email answer questions about which form applies or who counts as foreign. Keep the reply.

Description: Read down in time order; each row is what needs to happen by that point.

When	What to do	Notes
Day 0 (March 10, 2026)	Company formed in Delaware	The date on the formation certificate; the 45 days start here
Days 1–10	Settle ownership and the investment plan (capital plus loans)	Work out the total cost and confirm it's $40 million or less
Days 10–30	Gather the formation certificate, ownership chart, projected financials, headcount and certifying official's details	New companies use projections for the end of the first full fiscal year
Days 30–40	Prepare the draft; certifying official reviews it	Note estimates in the remarks
By day 45 (April 24, 2026)	Submit the Claim for Exemption on BEA eFile	Save the confirmation page and form PDF
If you can't make it	Ask BEA for an extension before the deadline	(301) 278-9419 · be13@bea.gov
Afterward	Answer BEA letters (BE-15, BE-605, BE-12 and others) by their dates; re-check after an expansion or acquisition	Next BE-12 benchmark expected to cover fiscal year 2027; watch for BEA's announcement

Example (hypothetical numbers, to show the method): Company A is a privately held Chinese company whose shareholders all live in China. On March 10, 2026, A forms US Co, Inc., a Delaware C corporation it owns 100%, which registers in North Carolina and runs a trading business there. The plan: A contributes $300,000 in capital and lends US Co another $200,000, for $500,000 in total. US Co expects two employees, both in North Carolina, when fully operating.

• Counting the 45 days: March 11–31 is 21 days; 24 more days lands on Friday, April 24.
• Remembered in June? The 45 days have passed. File the same Claim for Exemption on eFile as soon as possible; no separate request is needed.
• What else the same company files: with A at 100%, US Co files Form 5472 with its Form 1120 every year, reporting the loan and interest (see yclcpa.com/5472 and yclcpa.com/subsidiary); no BOI report; the North Carolina registration and annual report and the Delaware annual report as usual; and A completes its ODI filings in China (see yclcpa.com/odi).

By statute, failing to report can bring a civil penalty and a court order to file. Willful failure is punishable by a fine and, for individuals, up to one year in prison, and officers, directors, employees or agents who knowingly take part face the same (22 U.S.C. 3105). The civil amounts are adjusted for inflation each year; after the 2025 adjustment the range is $5,911 to $59,114. In practice, BEA usually sends a notice first, and late filers can still file.

• If you find you missed it: file now on eFile, on the same form, with no separate request.
• If a BEA letter arrives: it carries a Lead ID and a deadline; answer on time. If you don't meet the full-form criteria, file the Claim for Exemption.
• Don't skip it out of fear of penalties: the longer it waits, the more likely a formal demand. Once you file, there's a record.
• Outcomes: whether a penalty applies depends on the facts and on BEA. We can't promise a result.

Possibly. BE-13 is filed once, at the time of the transaction, but foreign-owned U.S. businesses stay within the scope of other BEA surveys: the five-year BE-12 benchmark survey for all, and for larger companies, the annual BE-15 and the quarterly BE-605. If BEA writes, don't ignore it.

• Put it on the calendar: after filing BE-13, note the BE-12 year and the deadline on any BEA letter.
• Re-check when things change: a new facility, buying another U.S. business, or a new foreign owner can each mean another BE-13.

They're different filings with different agencies, and none replaces another. BE-13 is BEA's statistical survey, filed once per transaction; Form 5472 is an IRS tax filing made every year with the return; BOI no longer applies to U.S. companies; CFIUS is a national security review; AFIDA covers foreign holdings of farmland; FIRPTA is withholding when real estate is sold; and ODI is the Chinese side of the investment.

Start with where the foreign owners live and how much of the vote they hold, then whether this is a new business, an acquisition, an expansion or real estate, and whether the 45 days have already run. Here are the common situations.

• Situation A: about to form a company. Settle ownership and the investment plan (capital plus loans) and work out the total cost. Put day 45 on the calendar the day the company is formed, gather the items on the list, and file the Claim for Exemption on eFile before the deadline. If a Chinese company is the owner, it handles ODI as well (see yclcpa.com/odi).
• Situation B: already formed, and the 45 days have passed. File the Claim for Exemption now, the same way you would have on time, with no separate request. At the same time, check whether Form 5472 and Form 1120 and the state annual reports were filed; missed Forms 5472 can go through the Delinquent International Information Return Submission Procedures (see yclcpa.com/diirsp).
• Situation C: a foreign national living in the U.S. forms a company in their own name. Apply the residence test. A green card or long-term visa holder who lives here generally isn't a foreign person for BE-13, so there's usually nothing to file; if some owners live abroad, add up their voting interest to see whether it reaches 10%. Confirm unclear cases with BEA and keep the answer. The IRS decides Form 5472 on tax residency, separately (see yclcpa.com/5472).
• Situation D: someone living abroad buys a U.S. home to rent out. Rental or business real estate is a U.S. business under BEA's rules; at a total cost of $40 million or less, file the Claim for Exemption within 45 days. A purely personal-use home isn't reported unless BEA asks. The rental income is reported every year (see yclcpa.com/rental), and a future sale brings FIRPTA withholding (see yclcpa.com/firpta).
• Situation E: a BEA letter arrives. Check which survey it is (BE-13, BE-15, BE-605 or BE-12), the Lead ID and the deadline, and answer on time; if you don't meet the full-form criteria, file the Claim for Exemption. If you need more time, ask before the deadline at (301) 278-9419 or be13@bea.gov.