May 30 Deadline for BE-10 Reports

May 2, 2025

The BE-10 is the quinquennial Benchmark Survey of U.S. Direct Investment Abroad that is conducted by the U.S. Bureau of Economic Analysis (the “BEA”) to obtain data on the financial structure and operations of U.S. parent companies and their foreign affiliates. The collection of such data, which is intended to measure the amount of U.S. direct investments abroad and changes in such investments, as well as to assess the impact of such investments on U.S. and foreign economies, will be used by the U.S. government to formulate international economic and financial policies.

A BE-10 report is required to reflect information as of the last day of the U.S. reporter’s¹ 2024 fiscal year. The submission due date is May 30, 2025; provided, however, that if a U.S. reporter is required to file 50 or more forms, the submission due date is June 30, 2025.

Who is Required to File a BE-10 Report?

A BE-10 report is a mandatory report required to be filed by a U.S. person (including natural persons and entities): (i) that has been contacted by the BEA regarding the reporting; or (ii) that has a foreign affiliate (irrespective of whether the U.S. person has been contacted by the BEA). For these purposes, a “foreign affiliate” is a non-U.S. business enterprise in which a U.S. person owned or controlled, directly or indirectly, at least ten percent (10%) of the voting stock in the case of an incorporated business enterprise, or the equivalent interest of an unincorporated business enterprise, as of the last day of the U.S. person’s 2024 fiscal year.

Notwithstanding the foregoing, a U.S. reporter that has not been contacted by the BEA is exempt from BE-10 reporting with respect to any foreign affiliate to the extent that: (i) the foreign affiliate is a private fund²; (ii) the private fund foreign affiliate does not own, directly or indirectly through another business enterprise, a non-U.S. operating company³ in which the consolidated U.S. reporter owns at least ten percent (10%) of the voting interest; and (iii) if the U.S. reporter owns or controls the foreign affiliate private fund indirectly (through one or more other business enterprises), there are no non-U.S. operating companies between the consolidated U.S. reporter and the indirectly-owned foreign affiliate private fund.

Common Filing Scenarios for Our Investment Manager and Private Fund Clients

The following circumstances (among others) will likely result in a BE-10 reporting obligation:

A U.S. general partner or managing member of a domestic or non-U.S. limited partnership or limited liability company⁴, respectively, that owns or controls, directly or indirectly, ten percent (10%) or more of the voting securities of a non-U.S. operating company; and

A U.S. investment manager that owns or controls, directly or indirectly, ten percent (10%) or more of the voting interest in a foreign business enterprise (such as a non-U.S. affiliate investment manager, general partner or managing member).

Forms Comprising a BE-10 Report

Each U.S. person that has a reportable foreign affiliate will be required to complete a single Form BE-10A, as well as a separate Form BE-10B, Form BE-10C or Form BE-10D, as applicable, for each foreign affiliate of that U.S. person.

Form BE-10A (Report for U.S. Reporter) – All U.S. persons that have a reportable foreign affiliate are required to complete Form BE-10A, either in whole or in part.⁵ The U.S. reporter, whether it’s required to file a complete or partial Form BE-10A, must also complete a Form BE-10B, BE-10C or BE-10D, as appropriate, for each foreign affiliate of the U.S. reporter.
Form BE-10B – Report for a majority-owned foreign affiliate of a U.S. parent with assets, sales or net income greater than $80 million (positive or negative).
Form BE-10C – Report for (i) a majority-owned foreign affiliate of a U.S. parent with assets, sales or net income greater than $25 million (positive or negative) but no one of these items was greater than $80 million (positive or negative); (ii) a minority-owned foreign affiliate of a U.S. parent with assets, sales or net income greater than $25 million (positive or negative); and (iii) a foreign affiliate for which no one of the items of assets, sales and net income was greater than $25 million (positive or negative), and which is a foreign affiliate parent of another foreign affiliate being filed on Form BE-10B or BE-10C.
Form BE-10D – Report for a foreign affiliate for which no one of the items of assets, sales and net income was greater than $25 million (positive or negative), and which is not a foreign affiliate parent of another foreign affiliate being filed on Form BE-10B or BE-10C.
BE-10 Claim for Not Filing – A BE-10 Claim for Not Filing is required to be made by a U.S. person that has been contacted by the BEA regarding reporting in the BE-10 survey but such U.S. person did not have a foreign affiliate at the end of its 2024 fiscal year.

Filing Procedures

BE-10 reports may be submitted either electronically, using the BEA’s website (www.bea.gov/efile), or via mail to the following address:

Bureau of Economic Analysis

Direct Investment Division, BE-69(A)

4600 Silver Hill Road

Washington, DC 20233

Information collected from each U.S. reporter is confidential and therefore will not be publicly accessible. U.S. persons failing to report are subject to civil penalties and/or injunctive relief commanding compliance. A willful failure to file may result in a fine and/or up to a year in prison for individuals.

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If you have any questions regarding the foregoing, please contact your Investment Management Group attorney at Seward & Kissel LLP.

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¹ As used herein, a “U.S. reporter” refers to a U.S. person that is required to file a BE-10 report.

² A “private fund” is defined as any issuer that would be an investment company as defined in Section 3 of the U.S. Investment Company Act of 1940 (the “Investment Company Act”), but for Section 3(c)(1) or 3(c)(7) of the Investment Company Act.

³ An “operating company” is defined as a business enterprise that is not a private fund or a holding company. A “holding company” is defined as a business enterprise engaged in holding the securities or financial assets of companies and enterprises for the purpose of owning a controlling interest in them or influencing their management decisions. To be considered a holding company, income from equity investments must be more than fifty percent (50%) of total income. A business that engages in holding company activities but generates more than fifty percent (50%) of its total income from other activities is not a holding company.

⁴ The general partner of a limited partnership and the managing member of a limited liability company is generally deemed to own all of the voting interests of the applicable entity and therefore any such U.S. person general partner or managing member will have the BE-10 reporting obligation pursuant to the BE-10 report’s consolidation rules that require each filing to be made by the fully consolidated U.S. domestic enterprise. For these purposes, the “fully consolidated U.S. domestic enterprise” is defined as: (i) the U.S. business enterprise whose voting securities are not owned more than fifty percent (50%) by another U.S. business enterprise; and (ii) proceeding down each ownership chain from that U.S. business enterprise, any U.S. business enterprise whose voting securities are more than fifty percent (50%) owned by the U.S. business enterprise above it.

⁵ A U.S. reporter must file a complete Form BE-10A if any one of the following three items of the U.S. reporter was greater than $300 million (positive or negative) as of the last day of the U.S. reporter’s 2024 fiscal year: (i) its total assets; (ii) its sales or gross operating revenues excluding sales taxes; or (iii) its net income after provision for U.S. income taxes. All other U.S. reporters are permitted to file a Form BE-10A that responds only to a subset of items contained therein.

May 30 Deadline for BE-10 Reports

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