BE-13 Reporting Requirements for New Foreign Direct Investment in New Jersey
New foreign direct investment can bring growth opportunities for New Jersey businesses, but it also comes with regulatory responsibilities. If you've been following this BEA series, you already know how foreign ownership affects reporting obligations. Last time, we broke down the BE-12 report, which focuses on existing U.S. business enterprises with foreign ownership. If that’s unfamiliar, it’s worth taking a moment to read that article first — understanding BE-12 lays the foundation for what we’ll cover today.
Now, let’s turn our attention to another critical filing requirement: the BE-13 report. Unlike the BE-12, which captures an established foreign presence, the BE-13 tracks new foreign direct investments. So, who needs to file it, and when? What happens if you don’t? Stay with us as we break down everything from filing requirements and deadlines to how New Jersey businesses can stay compliant with the Bureau of Economic Analysis (BEA).
What Is the BE-13 Report?
Foreign investment in the United States is about new businesses taking root, expansions gaining momentum, and foreign-owned enterprises establishing a stronger foothold. The BE-13 report captures these developments, ensuring that the Bureau of Economic Analysis (BEA) tracks new foreign direct investment as it happens.
This mandatory survey applies whenever a foreign entity acquires, establishes, or expands a U.S. business enterprise. While the BE-12 report documents foreign ownership that already exists, BE-13 is strictly for new investments, whether that means a foreign parent acquiring voting interest in an American company, launching a new facility, or expanding an existing U.S. affiliate.
The BEA collects this data to provide economic analysis on foreign direct investment trends, helping policymakers and businesses understand how foreign capital flows into the U.S. economy. For a New Jersey business receiving new foreign investment, understanding BE-13 filing requirements is crucial. If a foreign parent establishes a business operation in the U.S. or a foreign entity owns at least 10% of voting securities, this report likely applies. The key is knowing when and how to file to avoid penalties.
Who Must File the BE-13 Report?
Here’s when you need to file:
A foreign investor just bought a stake in your business: If a foreign parent now controls at least 10% of your voting securities, you must file (Form BE-13A).
You launched a new business with foreign backing: If a foreign entity provided funding for a new facility, office, or venture, filing is mandatory (Form BE-13B).
Your existing foreign-owned business just expanded: If your company, already owned by a foreign parent, added a new location, production site, or research center, BE-13 applies (Form BE-13D).
Your startup received a significant foreign investment: Any new investment exceeding $3 million in planned expenditures triggers a filing requirement.
If your investment doesn’t meet the 10% ownership threshold or the $3 million reporting threshold, filing may not be necessary. However, it’s still important to review your specific obligations to avoid compliance issues.
A New Jersey business lawyer can help determine whether your company is subject to BE-13 filing requirements. Given the complexity of foreign direct investment regulations, they can assess your business structure, investment transactions, and ownership stakes to confirm if reporting is necessary. Missing a required filing, or submitting one unnecessarily, can lead to compliance headaches, so having legal clarity upfront is crucial.
BE-13 Reporting Deadlines and Filing Requirements
So, now that you have a rough idea of whether your business falls under BE-13 reporting, what comes next? The Bureau of Economic Analysis (BEA) enforces strict deadlines and expects accurate disclosures regarding new foreign direct investment.
BE-13 Filing Deadline
Businesses required to file the BE-13 report must submit their forms within 45 days from the date the foreign investment transaction occurs, whether it’s an acquisition, new business establishment, or expansion.
What Needs to Be Included in the BE-13 Report?
When submitting the BE-13 report, businesses must provide critical details regarding their new foreign direct investment:
Total planned expenditures for the investment, including expected development costs.
Percentage of voting securities or ownership interest acquired by the foreign parent.
Details of the investment transaction, such as whether it was an acquisition, new facility, or expansion.
The foreign parent’s relationship to the U.S. business and any anticipated future transactions.
How to File the BE-13 Report
The BEA provides an eFile system to simplify the submission process. If this is your first time filing, understanding the steps can save time and prevent errors.
Step-by-Step Filing Process
Determine the Correct Form
BE-13A – If a foreign parent acquires at least 10% voting interest in your business.
BE-13B – When a foreign entity establishes a new U.S. business or facility.
BE-13D – If a foreign-owned business expands (e.g., a new location, production facility, or research center).
Not sure which form applies to your situation? A New Jersey business lawyer can help assess your specific investment transaction and ensure you submit the right documentation. Filing incorrectly can lead to unnecessary scrutiny, so having legal clarity can prevent compliance headaches.
Gather the Required Information
Total planned expenditures for the investment.
Percentage of voting securities or ownership interest held by the foreign parent.
Details of the investment transaction, including the nature of the acquisition, expansion, or new facility.
Access BEA’s eFile System
The BEA’s online platform allows businesses to securely submit their reports.
First-time users must register before submitting the BE-13 report.
Submit the Report & Verify Accuracy
Double-check financial figures to ensure compliance with foreign direct investment regulations.
Retain a confirmation receipt for your records in case of follow-ups from the Bureau of Economic Analysis.
If you're uncertain about which BE-13 form applies to your business or need guidance on reporting new foreign direct investment, a New Jersey business lawyer can assist in ensuring compliance and preventing unnecessary legal exposure.
What Happens If You Miss the Filing Deadline?
Financial Penalties: Civil fines range from $4,450 to $44,539 per violation. Willful non-compliance can lead to criminal penalties up to $10,000, and in some cases, individuals may face imprisonment for up to one year.
Government Scrutiny: Missing or filing an incorrect BE-13 report can trigger a BEA compliance review, which may escalate to a federal audit if discrepancies are found. BEA can also seek injunctive relief, requiring businesses to comply with reporting obligations.
Legal Consequences: Continued failure to file may lead to legal action from the U.S. Department of Justice (DOJ), enforcing compliance through court orders.
What to Do If You Haven’t Filed on Time
If your business has missed the BE-13 deadline or received a compliance notice, take immediate action to avoid penalties. The BEA does allow late filings, but ignoring the issue can lead to escalated enforcement measures. A New Jersey business lawyer can help you:
Determine your filing obligations and assess whether your company qualifies for an exemption.
Communicate with the BEA to address late filings and minimize penalties.
Submit the correct BE-13 form while ensuring that all required financial and investment details are properly documented.
File Your BE-13 Report on Time to Stay Compliant
Understanding BE-13 reporting requirements is essential for any New Jersey business receiving new foreign direct investment. If there’s any uncertainty, consulting a New Jersey business lawyer can help you meet compliance standards, avoid costly mistakes, and protect your company from unnecessary regulatory issues.
Stay tuned for our next article, where we’ll cover the BE-15 report, its filing requirements, and what businesses need to know about reporting their annual foreign investment activities in the U.S.
Are you wondering about any of the issues mentioned above? Please email us at Info@staturelegal.law or call (732) 320-9831 for assistance.
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