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BEA Filing Requirements for Foreign Entities in the U.S.: What You Need to Know

If you are a non-U.S. company with investments or operations in the United States or if you are a U.S. business with foreign shareholders (including the ultimate parent of a U.S. shareholder), you may be subject to mandatory filings with the Bureau of Economic Analysis (BEA). Understanding these requirements is crucial to avoid penalties and ensure compliance with U.S. regulations.

What Is a BEA Filing?

The BEA, part of the U.S. Department of Commerce, collects data on U.S. companies to assess the extent of foreign-owned business activities and their effect on the U.S. economy. The filings are confidential and used for statistical purposes only, but failure to comply can result in significant penalties.

Who Must File?

Foreign entities that own a U.S. business, or U.S. entities with foreign ownership or affiliates, may be required to submit BEA reports. Key filings include:

BE-13 – New or Increased InvestmentBE-605 – Quarterly SurveyBE-15 – Annual Survey  
Required for each U.S. business enterprise when a foreign entity: acquires a direct or indirect voting interest of at least 10% in a U.S. entity, ORestablishes a new legal entity in the U.S. (including a new subsidiary of an existing U.S. affiliate) or expands the operations of an existing U.S. entity, ORacquires real property in the U.S. for various purposesRequired for: Each directly owned U.S. affiliate with assets, sales, or income > $60 millionEach indirectly–owned U.S. affiliate with an intercompany debt balance with the foreign groupRequired for each U.S. business enterprise owned or controlled, directly or indirectly, by a foreign person or entity at the end of each fiscal year.

Note:

  • An acquisition of a U.S. entity by another U.S. entity may be reportable if the acquiring entity has one or more foreign shareholders that hold 10% or more of its equity. 
  • Form BE-13 reports are required regardless of whether the filer is contacted by the BEA, while companies are required to file a BE-605 or BE-15 only if they have been contacted by the BEA.
  • In addition, to the above filings, the BEA conducts a benchmark survey every five years through Form BE-12. Other filings can also be required.

Are There any Exemptions?

Not every transaction or investment triggers a BEA filing. Thresholds and exemptions vary based on the type of filing. For example:

  • BE-13 Exemption: If a foreign entity’s investment in a U.S. business is less than $3 million, or if the projected total cost to establish and fully operationalize a newly formed entity is less than $3 million, a full BE-13 filing is not required unless and until that threshold is reached.  Note, however, that a BE-13 Claim for Exemption form should be filed for investments that meet all filing criteria except that the amount of the investment is below $3 million.  
  • BE-605 and BE-12 Exemptions: Certain transactions below specified monetary thresholds or those involving passive investments without operational control may be exempt. 

It’s important to review each filing’s detailed instructions to determine if an exemption applies.

Which Forms Need to Be Filed?

BEA filings often have multiple forms, each with specific requirements based on the size and structure of the investment. For example, the BE-12 survey includes four different forms (BE-12A, BE-12B, BE-12C, and BE-12 Claim for Not Filing), and selecting the correct one depends on the nature of the foreign ownership and the financial details of the U.S. business. Determining the right form requires careful analysis of the facts and circumstances of each investment.

When Are BEA Filings Due?

Each filing has different deadlines, often tied to the date of the transaction or fiscal period. For example:

  • The BE-13 must be submitted within 45 days after a new investment is completed, a new legal entity is established, or a reportable expansion has begun.
  • The BE-605 is due within 30 days after the end of each quarter.
  • The BE-15 is due by May 31 of each year.

Keeping track of these timelines is essential to avoid compliance issues.

Penalties for Non-Compliance

A failure to comply with BEA filing obligations can result in civil and, in the case of willful non-compliance, criminal penalties, including for any officer, director, employee or agent of the company who knowingly participates in the non-compliance.  The BEA actively monitors the financial press to identify reportable transactions by foreign investors and may proactively contact investors or entities that may have failed to make a required filing.

How We Can Help

Navigating BEA filing requirements can be complex. ImpactGC provides fractional general counsel services and transactional legal advice tailored to businesses with cross-border operations. We assist clients in identifying filing obligations, preparing reports, and maintaining compliance.

If you need guidance on BEA filings or other regulatory matters, contact us to learn how we can support your business.

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At ImpactGC, we offer tailored legal solutions for your growing business.

This article is intended to provide general information about the CTA and does not constitute legal advice. We encourage you to consult with an attorney for advice based on your specific circumstances. This article does not create an attorney-client relationship between ImpactGC and you or your company, or create any duties to provide advice with respect to the CTA. ImpactGC is not responsible for updating you or your company about developments regarding the CTA.

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Julie Ryan

Meet the Author

Julie brings broad expertise as a global corporate and securities lawyer with over 25 years’ legal and entrepreneurial experience, including as a law firm partner, general counsel, and founder. She is passionate about working with purpose-driven clients, believing that every business, large or small, deserves high quality, practical legal support from a lawyer who understands their business goals and concerns.

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Meagan Olsen

PARTNER

CONTACT

EDUCATION

J.D., Fordham University School of Law

B.S. Business Administration (Accounting and Finance), Georgetown University

PRACTICE AREAS

TBC

BAR ADMISSION

New York, California

Meagan is an accomplished lawyer with twenty years of experience, including as a partner at a top-tier global law firm, in house counsel at a Fortune 500 company and general counsel to multiple growth companies.

Leveraging her deep experience as a corporate and securities lawyer and broad experience as a general counsel, Meagan works with companies across industries and at all stages of their lifecycle, making her a versatile legal partner. She works with clients to understand their strategic goals and KPIs, identify risks and opportunities, and collaborates with them to implement legal solutions that support the business’s objectives. 

Meagan has significant experience working with boards of directors and executives on corporate governance and investor relations, and guiding companies through complex domestic and international M&A transactions, debt and equity financings (public and private), SEC reporting obligations, stock exchange compliance and commercial contracts. She also has experience advising companies on a wide array of strategic and operational matters, including international market and product expansion, marketing, sustainability programs, equity plan management, executive compensation, employment/HR matters, intellectual property matters, litigation management and compliance.   

Meagan is passionate about supporting purpose-driven organizations, a commitment that is evident in her personal consumer choices and volunteer efforts, as well as her professional pursuits. She enjoys working with organizations on implementing people- and planet-focused initiatives. She also has a demonstrated commitment to non-profit organizations, including assisting multiple non-profits with formation and tax-exempt qualification and advising AIDS Project Los Angeles and I am a voter (an organization focused on voter registration and civic engagement) on transformative corporate transactions, all on a pro bono basis. 

Meagan is based in Los Angeles. In her free time, she enjoys spending time outdoors and volunteering with her family, playing pickleball, and exploring the city’s vibrant food scene.

Key Experience: 

  • General Counsel and Corporate Secretary, Parachute Home, a premium home essentials company with a commitment to responsible materials, circularity and emissions reduction 
  • General Counsel and Chief of Staff, Byte (subsidiary of Nasdaq-listed Dentsply Sirona Inc.), a mission-driven teledentistry platform and clear aligner brand dedicated to improving access to oral health and straight smiles  
  • Partner, Paul Hastings LLP 
  • Senior Counsel, Corporate & Securities, Mattel 

Memberships/Activities:

  • Guest lecturer at UCLA School of Law and USC School of Law 
  • Member of TechGC and Women’s General Counsel Network 

Jim Black

MANAGING PARTNER

CONTACT

EDUCATION

J.D., University of Virginia School of Law

PRACTICE AREAS

TBC

BAR ADMISSION

New York, District of Columbia

Jim is a highly experienced corporate lawyer with more than two decades of legal experience, including as a partner in a leading global law firm and most recently as Chief Legal and Compliance Officer and Member of the Executive Leadership Team of a publicly traded international company.   

 

Jim’s career has shown him the importance of working with a clear focus on ethical and sustainable business practices, which led him to co-found ImpactGC to further his personal mission of helping make business a force for good.  Jim is fully committed to operating with a triple-bottom-line approach (People, Planet, Profit) and to helping mission-driven clients of all types pursue their important social, environmental and governance aims. 

Jim has extensive experience counseling founders and executive teams on corporate strategy, major transactions and other important matters, including litigation management, corporate governance and compliance. He has advised on numerous complex commercial contracts across a range of industries, as well as mergers and acquisitions and corporate finance deals. His commitment to social justice and human rights is reflected in a long track record of pro bono and other volunteer work, including advising a prominent LGBTQ civil rights organization, the Innocence Project and the American Academy in Berlin, among others.   

Jim spent well over a decade working and studying overseas, including in Germany and the Czech Republic, and he speaks fluent German.  He is a frequent author and speaker on a wide range of business law topics, including those of particular relevance to mission-driven companies. He is based in the Washington D.C. area, where he loves to spend time hiking, biking and running the trails and communing with nature in the woods of Northern Virginia.  In his personal time, he is a devoted father of two, partner and dog dad of a highly opinionated Shiba Inu.  

Key Experience: 

  • Chief Legal and Compliance Officer and Member of the Executive Leadership Team, Northern Data Group 
  • Partner, White & Case, LLP 
  • Partner, Acceleron Law Group, LLP 
  • Counsel, Morrison & Foerster LLP 
  • Counsel, Linklaters LLP 

Select Speaking Engagements and Publications: 

  • “The Benefit Corporation Movement”, presentation at ABA Business Law Section Meeting, Orlando, FL April 2024 
  • “Leading Evolving Organizations”, panel discussion on employee ownership at BLD Southeast, September 2024 
  • Various contributions to ABA M&A Committee Deal Points studies and the Annual Survey of Judicial Developments Pertaining to M&A 
  • Numerous other articles in ABA publications and the legal and financial press on various aspects of business law 

Memberships/Activities:

  • Member of Steering Committee of B Local Mid-Atlantic
  • B Academics  
  • National Center for Employee Ownership 
  • American Bar Association Business Law Section, Middle Market & Small Business Committee (MMSB) and M&A Committee 
  • Former Co-Chair of International Business Transactions Subcommittee of the ABA MMSB Committee 
  • Real Leaders  
  • Global Alliance of Impact Lawyers 
  • American Council on Germany 

Julie Ryan

MANAGING PARTNER

CONTACT

EDUCATION

J.D., cum laude, Georgetown Law

PRACTICE AREAS

Complex commercial contracts | Cross-border M&A | Venture capital | Private equity | Corporate governance | Impact investing | Employment matters | Technology start-ups | Regulatory compliance | Partnerships | Secured transactions | Data privacy | Entity formation and structuring | E-commerce | Intellectual property licensing

BAR ADMISSION

New York, District of Columbia, California

Julie is an accomplished global corporate and securities lawyer with over 25 years’ legal and entrepreneurial experience. She is recognized for her unique problem-solving, collaborative approach, and enjoys working with clients to understand their specific business concerns and creating tailored, practical legal solutions. 

Starting her career at the law firms of Clifford Chance LLP and Akin Gump LLP, Julie developed broad expertise representing major clients in a range of complex cross-border transactions.  She also has significant experience working with entrepreneurs and small- to mid-cap companies. She is the co-founder of AltaClaro, an innovative experiential online learning platform, and has represented numerous successful tech start-ups in all stages of growth.  

Most recently, Julie served in an in-house counsel role as Chief Regulatory Officer and Deputy General Counsel at Northern Data, a German public company, where she spearheaded the company’s U.S. restructuring and successfully negotiated several high-stakes commercial transactions. 

Julie is passionate about supporting women and minority-owned businesses and working with purpose-driven clients, believing that every business, large or small, deserves high quality, practical legal support from a lawyer who understands their business goals and concerns. She also enjoys being involved with the community. She currently is an adjunct professor at Georgetown Law, volunteers with several non-profit organizations and accelerators, has published a textbook as well as numerous articles, blogs, and presentations, and served on the corporations committee for the State Bar of   California for over 8 years. 

Julie spent several years working overseas, including Bogotá, Colombia, and Montreux, Switzerland, and speaks fluent French and Spanish. She is based in the Washington D.C. area where she loves to spend time with her family on the Potomac River paddling and sailing.

Key Experience: 

  • Chief Regulatory Officer and Deputy General Counsel, Northern Data AG 
  • Partner, Acceleron Law Group, LLP 
  • Partner, Russ, August & Kabat 
  • Senior Attorney, Akin Gump LLP 
  • Co-Founder and Chief Learning Officer, AltaClaro, Inc. 

Select Speaking Engagements and Publications: 

  • Collaboration with Halcyon House, an accelerator for impact-driven businesses and ChIPs, an organization that advances and connects women in technology, law, on a series of presentations on starting a business. 
  • Startup Law 101: Negotiating to “Yes,” Virtual Event hosted by ChIPs Advancing Women and sponsored by Halcyon House (panelist). 
  • “Silicon Beach Jeopardy: 6 Essential Areas for In-House Counsel to Consider When Managing Venture Capital or M&A Transactions,” CLE Presentation, Namwolf Annual Meeting, Los Angeles, CA. 
  • Transaction Lawyering: An Experiential Approach to Communication & Problem-Solving (Carolina Academic Press). 
  • “Advising the Pre-public Company,” CLE Presentation, Annual Meeting of the State Bar of California, Monterrey, CA. 

Memberships/Activities: 

  • Adjunct professor of law at Georgetown Law  
  • Real Leaders  
  • Global Alliance of Impact Lawyers 
  • Association of Corporate Counsel 
  • Women’s Bar Association of DC 
  • Women Owned Law 
  • WeTheChange 
  • Business for America 
  • Conscious Capitalism 
  • B Local Mid-Atlantic