Dear Valued Clients:
 
We would like to bring your attention to the imminent filing deadline for the BE-12 Benchmark Survey of Foreign Direct Investment (FDI) in the United States. As you may be aware, the Bureau of Economic Analysis (BEA) of the US Department of Commerce mandates the submission of the BE-12 once every five years for all US business entities, whether incorporated or unincorporated, in which a foreign person or entity owns or controls, directly or indirectly, ten percent (10%) or more of the voting securities or an equivalent interest. However, certain private funds meeting specific criteria are exempt from filing the BE-12. The survey aims to gather comprehensive data on foreign direct investment in the United States, with a specific focus on the ownership structure, financial transactions, and operations of US businesses that are owned by foreign parents.
          
This year marks the BE-12 Benchmark Survey year for FDI reporting. The filing deadline is fast approaching, and all concerned parties are advised to submit their reports no later than May 31, 2023. Alternatively, if you choose to submit your report through the BEA’s eFile system, the deadline can be extended to June 30, 2023. In the event that you require an extension to the filing deadline, reasonable requests will be granted if submitted before the due date (May 31, 2023, or June 30, 2023 if using BEA’s eFile system).
 
There are four different forms to be filed for the BE-12, depending on the size and ownership structure of the US business entity, including:
 

1. BE-12A – Filed by a majority foreign-owned US business entity that has total assets, sales or gross operating revenues, or net income of more than $300 million (positive or negative).

2. BE-12B – Filed by (i) a majority foreign-owned US business entity that has total assets, sales or gross operating revenues, or net income of more than $60 million but less than $300 million (positive or negative), and (ii) a minority foreign-owned US business entity that has total assets, sales or gross operating revenues, or net income of more than $60 million (positive or negative). 

3. BE-12C – Filed by a foreign-owned US business entity that has total assets, sales or gross operating revenues, or net income of $60 million or less (positive or negative).

4. BE-12 Claim for Not Filing – Filed by any US business entity that is contacted by BEA regarding the BE-12 but does not meet the requirement for filing the BE-12A, BE-12B, or BE-12C. 

It is important to note that failure to file the BE-12 with BEA can result in civil penalties, and willful violations may be subject to criminal penalties. We encourage you to file the BE-12 as soon as possible if you are subject to the reporting requirements. If you have any questions or concerns, please do not hesitate to contact us.
 
Thank you for your attention to this important matter.