According to the Bureau of Economic Analysis (BEA) of the U.S. Department of Commerce, all U.S. business entities, regardless of whether they are registered as a company, are required to submit a BE-12 Benchmark Survey every five years if a foreign individual or entity directly or indirectly owns or controls 10% or more of the voting rights or equivalent interest in the U.S. entity. Certain private equity funds that meet specific standards may be exempted from submitting a BE-12.
Purpose：The survey aims to collect comprehensive data on foreign direct investment in the U.S., with particular attention to the ownership structure, financial transactions, and operating conditions of U.S. business entities owned by foreign parent companies.
Year 2023 is the BE-12 Benchmark Survey year for FDI reporting. The deadline is approaching, and it is advised that all relevant parties submit the report no later than May 31, 2023. However, if submitted through the BEA Electronic Filing System, the deadline can be extended to June 30, 2023. Extensions for submitting the report can be granted if requested before the deadline (i.e., no later than May 31, 2023, or June 30, 2023, if submitted through the BEA Electronic Filing System), provided the request is reasonable.
Depending on the size and ownership structure of the U.S. business entity, there are four different BE-12 forms, including:
(1) BE-12A - This form must be submitted if a U.S. business entity is more than 50% controlled by a foreign individual or entity, and any one of its total assets, sales or gross profits, or net income exceeds $300 million (positive or negative).
(2) BE-12B - This form must be submitted if (A) a U.S. business entity is more than 50% controlled by a foreign individual or entity, and any one of its total assets, sales or gross profits, or net income is over $60 million but less than $300 million (positive or negative), or (B) a U.S. business entity is 50% or less controlled by a foreign individual or entity, but any one of its total assets, sales or gross profits, or net income is over $60 million (positive or negative).
(3) BE-12C - This form must be submitted if a U.S. business entity is 10% or more controlled by a foreign individual or entity, and any one of its total assets, sales or gross profits, or net income is $60 million or less (positive or negative).
(4) BE-12 Claim for Exemption - This form must be submitted by U.S. business entities that have been contacted by the BEA but do not meet the requirements for submitting a BE-12A, BE-12B, or BE-12C.
⚠️ All FDUS in the U.S. must report BE-12 unless specifically exempted. For certain smaller FDUS, the BEA provides simplified reporting forms to ease the process.
🌟 Why It Matters？
The BE-12 Benchmark Survey provides crucial data to the BEA and other government agencies to analyze the impact of foreign investment in the U.S. economy. Penalties, including fines and imprisonment, may be imposed by the BEA for failure to report, so compliance is a must for businesses.
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