Commerce Department survey, separate from the IRS
BE-13: The 45-Day Filing for New Foreign-Owned US Companies
When a foreign person forms or buys 10% or more of a US business, the US Department of Commerce expects a BE-13 report within 45 days. Most small companies file the short Claim for Exemption, but they still have to file it. Gurleen Kaur, CPA licensed in British Columbia and Washington State, adds it to your formation checklist so it isn't missed.
Quick answer
Do foreign-owned US companies have to file the BE-13?
Yes, in most cases. Under 15 CFR 801.7, a US business must file a BE-13 report with the Bureau of Economic Analysis (BEA) when a foreign person acquires or establishes it with 10% or more of the voting interest, whether or not BEA contacts it. BEA's guidance says a new legal entity counts whether or not it is incorporated, regardless of whether it has physical operations. If the total cost is US$40 million or less, the business files the short BE-13 Claim for Exemption instead of a full report. Either way, it is due within 45 calendar days of forming or acquiring the business.
Who has to file
“Total cost” means all actual and expected costs to establish or acquire the business, including costs funded by debt. Ownership can be direct or indirect through another US affiliate.
| Situation | BE-13 filing | Source |
|---|---|---|
| A foreign person forms a new US LLC, corporation or branch and owns 10% or more of the voting interest, total cost US$40 million or less | BE-13 Claim for Exemption, within 45 days, whether or not BEA contacts you | 801.7(c)(5) |
| Same, total cost over US$40 million | Form BE-13B | 801.7(c)(2) |
| A foreign person buys 10% or more of an existing US business | Claim for Exemption if US$40 million or less; Form BE-13A if more | 801.7(c)(1) |
| An existing foreign-owned US company opens a new facility | Claim for Exemption if US$40 million or less; Form BE-13D if more | 801.7(c)(3) |
| US real estate bought and held only for personal use | No filing unless BEA contacts you | BEA guide |
| Certain private funds | Exempt, except to confirm the exemption if BEA contacts you | 801.7(b)(4) |
Key facts
- Who files it: the US business itself, not the foreign owner personally.
- Deadline: 45 calendar days after the company is established, the acquisition is completed or the expansion begins.
- How: online through BEA eFile, or by fax or mail. BEA estimates the Claim for Exemption takes about 15 minutes.
- Threshold changed in 2025: the cut-off for the short form rose from US$3 million to US$40 million, effective October 3, 2025 (Federal Register). Older guides still quote US$3 million.
- Confidential: BEA marks the form confidential and uses it for statistics.
- Records: keep a copy for three years after the due date.
Not the same as Form 5472 or BOI
BE-13 is a Commerce Department survey. It is separate from the IRS Form 5472 and pro forma Form 1120, and from FinCEN beneficial ownership reporting. Filing one does not satisfy the others.
A typical foreign-owned single-member LLC deals with all three in its first year: the BE-13 Claim for Exemption within 45 days of formation, then Form 5472 with the pro forma Form 1120 by the tax deadline, plus a check on whether BOI reporting applies to it.
Penalties
The form states that filing is mandatory under the International Investment and Trade in Services Survey Act. A person who fails to report may face a civil penalty and a court order to comply. The current civil penalty range is US$5,911 to US$59,114 (15 CFR 6.3). Willful failure can bring a fine and, for an individual, imprisonment of up to one year (BE-13 Claim for Exemption).
If the 45 days have already passed, file as soon as you notice. BEA's BE-13 staff can be reached at [email protected] or (301) 278-9419, as listed on the form.
How we handle it
Formation checklist
BE-13 is added to every new foreign-owned company we set up or onboard, with the 45-day date calendared from the formation date.
Claim for Exemption
We confirm ownership and total cost, prepare the claim and file it through BEA eFile, then keep the confirmation.
First-year compliance
Coordinated with Form 5472, the pro forma Form 1120, EIN and BOI review, so nothing in year one is missed.
Common questions
Does a new LLC with no operations need a BE-13?
Generally yes, if a foreign person owns 10% or more of its voting interest. BEA's guidance includes creating a new legal entity whether or not it is incorporated and regardless of whether it has physical operations. A small company files the Claim for Exemption.
Do I have to file if BEA never contacted me?
Yes. 15 CFR 801.7 requires a response from persons subject to the reporting requirements whether or not they are contacted by BEA, and the Claim for Exemption applies whether or not contacted when the only requirement not met is the US$40 million threshold.
When is the BE-13 due?
No later than 45 calendar days after the acquisition is completed, the new US business is established or the expansion begins.
What is the BE-13 Claim for Exemption?
The short form for transactions that meet every BE-13 requirement except the cost threshold. Since October 3, 2025, that threshold is US$40 million. BEA estimates it takes about 15 minutes.
Is BE-13 the same as Form 5472?
No. BE-13 is a Commerce Department survey filed with BEA. Form 5472 is an IRS information return. A foreign-owned US LLC usually needs both.
What if I missed the 45-day deadline?
File as soon as you notice. The penalty rules apply to failure to report, so a late filing is better than none. BEA's BE-13 staff can answer questions about your case.
Sources
Every rule and figure on this page links to the IRS, CRA or other official source it comes from. Amounts change; we re-check them before each engagement.
- 15 CFR 801.7: rules for the BE-13 survey (eCFR)
- Federal Register: BE-13 final rule raising the threshold to $40 million (Sept. 3, 2025)
- BEA: Which BE-13 form do I file?
- BEA: Form BE-13B, establishment of a new US business
- BEA: BE-13 Claim for Exemption (rev. 10/2025)
- BEA eFile
- BEA: Form BE-13 survey page
- 15 CFR 6.3: inflation-adjusted civil penalties (eCFR)
Gurleen Kaur, CPA licensed in British Columbia and Washington State. Last updated October 21, 2026. This page is general information, not tax or legal advice for your situation.
Related guides: Form 5472, Form 5472 filing service, FinCEN BOI, Expanding to the US.
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