Investment Advisers with Foreign Affiliates – Form BE-10 Filing Deadline May 30, 2025
As noted in our January 2025 Annual Letter, this is a reporting year for the U.S. Bureau of Economic Analysis (“BEA”) Benchmark Survey of U.S. Direct Investment Abroad, conducted every 5 years. U.S. based investment advisers with any Foreign Affiliates (defined below) should review their reporting obligations in advance of the May 30, 2025, filing deadline and file Form BE-10 if needed. If a filer is required to file 50 or more Foreign Affiliate filings, the applicable deadline is June 30, 2025.
Who Must Report. Form BE-10A must be filed by each U.S. person (including its fully consolidated U.S. domestic enterprise, a “Reporter”) that has a “Foreign Affiliate” reportable in fiscal year 2024. A Foreign Affiliate is any entity of which the Reporter had ownership or control of at least 10% of the voting stock of an incorporated foreign business enterprise or an equivalent interest in an unincorporated foreign business enterprise.
An exemption may apply to certain foreign private funds (including offshore master funds and feeder funds) that would otherwise have to be reported by a Reporter as Foreign Affiliates. The exemption applies if: (1) the foreign private fund does not own (directly or indirectly through another business enterprise) any operating company in which the Reporter owns at least 10% of the voting interest, and (2) if the Reporter owns such foreign private fund indirectly, there are no operating companies in the ownership chain between the U.S. Reporter and the foreign private fund. However, advisers are expected to file a Form BE-10 if their private funds together own or control, directly or indirectly, 10% or more of the voting securities of any foreign operating company. A foreign operating company is a non-U.S. entity that is not a private fund or a holding company.
Advisers that own or control foreign general partner entities or other foreign investment adviser entities may need to report, even if their foreign private funds are exempt and do not need to be reported as Foreign Affiliates.
Certain advisers may receive a notification from the BEA to file Form BE-10. If an adviser is notified by the BEA to file a Form BE-10 but it does not meet the filing requirements, a BE-10 Claim for Not Filing must be submitted. If an adviser is not notified by the BEA to file a Form BE-10 and does not meet the BE-10 filing requirements, no action is necessary. If an adviser is not notified by the BEA to file a Form BE-10, but meets the filing requirements, it is required to file. Reporting is mandatory under the International Investment and Trade in Services Survey Act, which guarantees the confidentiality of the data submitted.
How to File. Applicable BE-10 Forms can be e-filed via the BEA website or mailed to the Bureau of Economic Analysis Direct Investment Division.
What to File. There are multiple iterations of the Form BE-10 that a Reporter may have to file based on asset, revenue or income thresholds. Official BE-10 Forms and instructions can be found at the BEA.gov website.
1. Form BE-10A – A Reporter must file a complete Form BE-10A if any one of the following three items of the fully consolidated U.S. domestic business enterprise was greater than $300 million (positive or negative) for the Reporters 2024 fiscal year: (i) total assets, (ii) sales or gross operating revenues excluding sales taxes, or (iii) net income after provision for U.S. income taxes. If a Reporter was under $300 million (positive or negative) for each of the foregoing items, that Reporter’s reporting requirements are reduced, and it is only required to complete a partial Form BE-10A. If two or more Reporters jointly own, directly or indirectly, a Foreign Affiliate, each Reporter must file a Form BE-10A.
2. Foreign Affiliate Filings – Regardless of whether a Reporter is filing a complete or partial BE-10A, each Reporter must also complete a Form BE-10B, BE-10C or BE-10D for each one of its 10% or more owned or controlled foreign business enterprises that is not otherwise exempt from being a reportable Foreign Affiliate.
- BE-10B is filed for majority-owned Foreign Affiliate(s) whose assets, sales or net income exceed $80 million (positive or negative).
- BE-10C is filed for majority-owned Foreign Affiliate(s) whose assets, sales or net income exceed $25 million (positive or negative) but none of these items are greater than $80 million (positive or negative). Also for minority-owned Foreign Affiliate(s) whose assets, sales or net income exceed $25 million (positive or negative).
- BE-10D is filed for all Foreign Affiliate(s) whose assets, sales and net income each do not exceed $25 million (positive or negative). However, if a Foreign Affiliate for which the Reporter would file a Form BE-10D owns another Foreign Affiliate reported on Form BE-10B or BE-10C, then that Foreign Affiliate would instead be required to be reported on a Form BE-10C.
If a Reporter is engaged in renting or leasing foreign real estate to others, or managing, buying, selling or renting foreign real estate for others, then the real estate assets or investments may be considered Foreign Affiliates, and a BE-10 filing may be required. The BEA’s Guide to Reporting Real Estate Investments provides more detail and guidance on covered real estate investments.
Please contact one of the Shartsis Friese attorneys in the Investment Funds & Advisers Group if you have questions regarding your Form BE-10 reporting requirements.
Previous letters to our investment advisory clients and friends and discussions of other topics relevant to private fund managers, investment advisers and private investment funds can be found at our insights page: www.sflaw.com/blog/investment-funds-advisers-insights.