File Your BE-12 Report
Meet Your Reporting Obligation.
The BE-12 is a mandatory survey conducted by the Bureau of Economic Analysis that collects data on foreign direct investment in the United States. If a foreign person or entity owns 10 percent or more of your U.S. business, you may be required to file. Manay CPA prepares and files your BE-12 report accurately and on time.
- BE-12 report preparation and filing for all qualifying U.S. businesses
- Determination of filing obligation and correct form version included
- Available for U.S. businesses with foreign ownership at or above the 10 percent threshold
Certified for guaranteed quality
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What Is the BE-12?
The BE-12 is a benchmark survey of foreign direct investment in the United States conducted by the Bureau of Economic Analysis — a division of the U.S. Department of Commerce — every five years. It collects financial and operating data about U.S. businesses in which a foreign person or entity owns or controls, directly or indirectly, 10 percent or more of the voting interest. The BE-12 is a legal requirement under the International Investment and Trade in Services Survey Act, and failure to file when required can result in civil and criminal penalties.
The BE-12 benchmark survey is conducted in years ending in 2 and 7 — most recently for fiscal year 2022. Between benchmark surveys, annual updates are required through the BE-15 survey for larger businesses. There are three versions of the BE-12 form — BE-12A, BE-12B, and BE-12C — with the applicable version determined by the foreign-owned business’s total assets, sales, and net income. Manay CPA determines whether your business is required to file, identifies the correct form version, and manages the complete filing process.
Steps
Obligation Assessment
We review your business’s ownership structure to determine whether any foreign person or entity holds 10 percent or more of the voting interest, and we confirm whether your business meets the financial thresholds that require a BE-12 filing rather than a claim for exemption.
Version Determination
We determine which version of the BE-12 form applies to your business — BE-12A for businesses with total assets, sales, or net income above $300 million; BE-12B for businesses between $60 million and $300 million; or BE-12C for smaller businesses — and prepare the appropriate form with accurate financial and operating data.
Report Preparation
We compile the required financial information from your business’s records — including total assets, sales, net income, employment, and other data points required by the BEA — and prepare your BE-12 report for review before submission.
Filing and Submission
We submit your completed BE-12 report to the Bureau of Economic Analysis through the BEA’s eFile system before the filing deadline and provide confirmation of submission for your compliance records.
Table of Contents
The Filing Obligation Is Based on Foreign Ownership, Not Business Size
The BE-12 filing requirement applies to any U.S. business — regardless of size — in which a foreign person or entity owns 10 percent or more of the voting interest. This includes small businesses, startups, and closely held companies that have taken investment from foreign individuals or foreign-based entities. The size of the business determines which form version is required, but the obligation to file applies regardless of whether the business is a large corporation or a small LLC with a single foreign minority investor.
Many U.S. businesses with foreign investors are unaware of this filing requirement — the BE-12 does not receive the same attention as more commonly known compliance obligations, and the BEA does not send automatic notices to all qualifying businesses. Manay CPA identifies the BE-12 filing obligation for every client with foreign ownership during the initial compliance assessment.
The Three Form Versions Reflect Different Business Sizes
The BE-12 uses three form versions based on the magnitude of the business’s financial activity. BE-12A applies to businesses with total assets, sales, or net income above $300 million. BE-12B applies to businesses between $60 million and $300 million on the same metrics. BE-12C applies to businesses below $60 million on all three metrics. The BE-12C is a shorter, less detailed form, but all three versions require accurate financial and operating data drawn from the business’s books and records.
Businesses that are below the thresholds for all three form versions may be eligible to claim exemption from the full filing and submit a shorter claim for exemption form. Manay CPA determines eligibility for the exemption claim and files accordingly.
Penalties for Non-Filing Are Federal and Significant
The International Investment and Trade in Services Survey Act — the statute that authorizes the BE-12 survey — imposes civil penalties of up to $25,000 for failure to file or for filing with willful disregard for the requirements. Criminal penalties apply for willful violations. The BEA has authority to pursue enforcement actions for non-filers identified through the survey process or through other federal data sources.
Because the BE-12 is a five-year benchmark survey, a business that misses the filing does not have a subsequent year’s filing to correct the omission — the window simply closes, and the non-filing remains on record. Manay CPA identifies and manages the BE-12 obligation for every qualifying client well before the filing deadline.
Annual Reporting May Be Required Between Benchmark Surveys
Between benchmark survey years, U.S. businesses with significant foreign ownership may be required to file the BE-15 annual survey — an annual update that collects financial and operating data on an ongoing basis rather than only every five years. The BE-15 applies to businesses with total assets, sales, or net income above $60 million in a non-benchmark survey year.
Businesses that are below the BE-15 threshold in non-benchmark years may still be required to file a BE-15 exemption claim confirming that they remain below the threshold. Manay CPA manages both the benchmark BE-12 and the annual BE-15 obligations for all qualifying clients as part of a comprehensive foreign investment reporting program.
Frequently Asked Questions about the BE-12
Who is required to file a BE-12?
Any U.S. business in which a foreign person or entity — including a foreign individual, foreign corporation, or foreign government — owns or controls 10 percent or more of the voting interest is required to file a BE-12 in benchmark survey years. The requirement applies regardless of the size of the business or the size of the foreign ownership stake, as long as it meets or exceeds the 10 percent threshold.
What counts as a foreign person for BE-12 purposes?
A foreign person is any individual who is not a U.S. citizen or resident, any entity organized under the laws of a foreign country, any foreign government or agency, and any entity more than 50 percent owned by any of the foregoing. The 10 percent ownership threshold is measured at each level of a multi-tier ownership structure — so a foreign entity that owns a U.S. holding company that in turn owns a U.S. operating business may create a BE-12 obligation at the operating business level.
When is the BE-12 due?
The BE-12 benchmark survey is due in the year following the benchmark survey year. The most recent benchmark survey covered fiscal year 2022, with filings due in 2023. The next benchmark survey will cover fiscal year 2027. Manay CPA tracks the BE-12 filing schedule and manages the filing for qualifying clients in each benchmark year.
What financial information is required for the BE-12?
The BE-12 collects financial and operating data about the U.S. business, including total assets, sales and receipts, net income or loss, employment and compensation, capital expenditures, research and development spending, and trade data. The specific data points required depend on the form version — BE-12A requires the most detail, BE-12C the least. All data must be drawn from the business’s financial records and must accurately reflect the fiscal year being reported.
What happens if my business was not contacted by the BEA but meets the filing criteria?
The BEA does not contact all businesses that are required to file — some qualifying businesses are identified through the survey process, but others are not proactively contacted. The absence of a notice from the BEA does not exempt a business from the filing requirement. If your business has foreign ownership above the 10 percent threshold, it is required to file regardless of whether it received a BEA survey form. Manay CPA identifies the filing obligation based on ownership structure, not on receipt of a BEA notice.
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