As companies review their reporting obligations in advance of the Corporate Transparency Act taking effect on January 1, 2024, it is important to consider whether they are also subject to the reporting requirements of the Bureau of Economic Analysis ("BEA").  The BEA, which sits within the U.S. Commerce Department, collects and publishes official U.S. economic statistics, including information regarding direct investment in the United States by non-U.S. entities or individuals, that help gauge the U.S. economy and the role of the United States in the global economy.  To prepare these statistics, the BEA imposes reporting requirements with respect to certain transactions involving non-U.S. parties.

New Foreign Direct Investment Filing.  The BEA maintains mandatory reporting requirements for new foreign direct investment into the United States through its Form BE-13.  A Form BE-13 must be filed with the BEA within 45 days of closing most transactions in which a non-U.S. party (i) acquires, directly or indirectly, at least 10% of the voting interest of a U.S. entity, (ii) establishes a new U.S. entity, (iii) expands its U.S. operations to include a new facility where business is conducted, or (iv) acquires a U.S. business.  This form includes information about the material terms of the transaction, such as the cost of the acquisition, as well as information regarding the non-U.S. party, including an organization chart.

Other Foreign Direct Investment Filings.  Companies may be required to make ongoing quarterly and/or annual filings with the BEA to report periodic financial and operating data, as well as the ownership positions of non-U.S. parties.  However, these requirements are applicable only if the company is contacted individually by the BEA.

U.S. companies with current or proposed foreign direct investment should assess whether they may be subject to these reporting requirements.  If a filing may be appropriate, companies should include an analysis of potential BEA reporting in the closing checklist for transactions that may trigger a filing requirement.  Filings are confidential and can be made directly on the BEA’s website.