What Is the BE-12? Reporting Foreign Investment in New Jersey
By now, you should have a clearer understanding of BEA reporting requirements — why they matter, who must comply, and which businesses are exempt. In our previous two articles, we covered the fundamentals of BEA filings and how foreign investments impact New Jersey businesses. If your company is required to file, it’s time to focus on specific reports that demand attention.
The first, and arguably the most significant, is the BE-12 report. This mandatory survey collects data on existing U.S. business enterprises with at least 10% foreign ownership. Whether your company is majority-owned by a foreign parent or falls within the reporting criteria based on total assets, voting securities, or net income, compliance is not optional.
Below, we outline the BE-12 filing requirements, deadlines, and how to submit your report through BEA’s eFile system.
What Is the BE-12 Report, and Who Must File?
So, what exactly is the BE-12 report? Should you be concerned? And most importantly, does your New Jersey business need to file it? If a foreign entity owns at least 10% of your company’s voting securities, the answer is yes.
The BE-12 is a mandatory benchmark survey conducted every five years to track foreign ownership in U.S. businesses. It applies to companies of all sizes and industries, ensuring transparency in international investment.
If your company has received capital or ownership investment from a foreign person, parent, or affiliate, filing this report may be required. In this case, a foreign person refers to anyone or any entity that isn’t a U.S. resident or citizen. This includes individuals living abroad, companies or organizations incorporated outside the United States, and even foreign governments or their agencies. Essentially, if the ownership ties lead back to a source beyond U.S. borders, the BEA considers it a foreign investment that may trigger reporting requirements.
The BEA compiles this data to analyze economic trends, influence policy decisions, and assess the impact of international investment on U.S. business enterprises. Even if the BEA does not directly notify your business, you are still required to file if you meet the criteria.
BE-12 Reporting Deadlines and Requirements for New Jersey Businesses
Now that you understand what the BE-12 report is and whether your New Jersey business needs to file, the next step is knowing what specific information is required and when it must be submitted. Compliance isn’t just about sending a form — it’s about accurate and complete reporting that aligns with federal regulations.
What’s Included in the BE-12 Report?
When completing the BE-12 benchmark survey, your company must disclose financial details and ownership structure, including:
Total assets, net income, and gross operating revenues.
Voting securities and ownership percentages held by foreign affiliates.
The foreign parent's share of profits, losses, and equivalent interest in the company.
Real estate holdings, including foreign-owned properties.
Transactions involving direct investment, such as capital contributions, dividend payments, and loans.
The ownership classification (i.e., majority owned or minority owned).
Not filing or submitting incorrect information can lead to penalties, making accuracy crucial.
How to File the BE-12 Report
Filing this report correctly protects your business from potential penalties. A New Jersey business lawyer can help ensure that your company submits the correct BE-12 report, meets all reporting criteria, and avoids unnecessary follow-up contact from the BEA. Legal guidance is especially useful if you’re uncertain about exemptions, reporting thresholds, or submission requirements.
Step-by-Step Filing Process
Determine Your Filing Category
BE-12A – For businesses with $300 million or more in total assets, net income, or sales.
BE-12B – For companies with $60 million to $300 million in assets, income, or sales. This also applies to all minority-owned U.S. affiliates with financial metrics over $60 million.
BE-12C – For smaller businesses below $60 million.
Gather the Required Financial and Ownership Information
Total assets, net income, and gross operating revenues.
Foreign parent’s share of ownership and voting interest.
Details on capital contributions, loans, and other direct investment transactions.
Real estate holdings under foreign ownership.
Access BEA’s eFile System
The BEA’s eFile system is the fastest and most secure way to submit your BE-12 report.
Submit the Correct Forms and Verify for Accuracy
Double-check financial figures to prevent filing errors.
Ensure compliance with BEA guidelines to avoid rejections.
Retain a Copy for Your Records
Keep a record of your submission in case of future inquiries.
When Is the BE-12 Filing Due?
The BE-12 survey is part of a benchmark survey that takes place every five years. The most recent BE-12 covered the fiscal year ending in 2022, so the next round of filings will happen in 2028. While the exact submission deadlines for 2028 haven’t been released yet, the Bureau of Economic Analysis (BEA) will announce them as the date approaches.
It’s essential to stay on top of these updates to avoid missing deadlines. We’ll make sure to share the official filing dates as soon as they’re available so your business can plan ahead and stay compliant.
Consequences of Not Filing BE-12 in New Jersey
Ignoring BE-12 filing requirements can result in civil penalties ranging from $5,580 to $55,808, with additional fines for willful violations reaching up to $10,000. In some cases, individuals responsible for non-compliance can face imprisonment for up to one year. Late or inaccurate filings may also trigger federal audits, increasing regulatory scrutiny and adding unnecessary complications to your business.
For businesses that have missed the filing deadline or received a compliance notice, quick action is essential. A New Jersey business lawyer can help resolve filing issues, communicate with the BEA, and ensure that your company submits the correct documentation to avoid further consequences. Whether your business is majority owned, involved in real estate foreign owned transactions, or part of a U.S. affiliate, legal support can help prevent prolonged government oversight.
File Your BE-12 Report on Time to Stay Compliant
Filing the BE-12 report is a legal obligation, not an option. Delays or incomplete submissions can lead to audits, penalties, and unnecessary risks for your New Jersey business. Taking the time to prepare, verify, and submit accurate data ensures compliance and protects your company’s standing with federal regulators.
If the process seems complex, a New Jersey business lawyer familiar with U.S. business enterprises and foreign direct investment reporting can guide you through it. Join us for the next article, where we will discuss the BE-13 report, its filing requirements, and what businesses need to know about reporting new foreign investments 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.
At Stature Legal, we give business owners the clarity they need to fund, grow, protect, and sell their businesses. We are trustworthy business advisors keeping your business on TRACK: Trustworthy. Reliable. Available. Caring. Knowledgeable.®