Form BE-10 is the Benchmark Survey of U.S. Direct Investment Abroad. A U.S. person (including an entity or individual) that has a “direct investment” in a foreign business during such U.S. person’s 2014 fiscal year must file Form BE-10. All U.S. persons that had a direct investment in a foreign business must file a Form BE-10A for the U.S. person, and a separate form must be filed by the U.S. person for each foreign business which it has a direct investment in.
A “direct investment” means the ownership or control, directly or indirectly, by a U.S. person of 10 percent or more of the voting securities of a foreign business enterprise.
The following circumstances (among others) will likely lead to a Form BE-10 filing requirement:
- A U.S. general partner of an offshore fund structured as a limited partnership
- A U.S. general partner of a U.S. private fund that makes investments through a non-U.S. special purpose vehicle
- A U.S. person or entity that holds all the voting securities of an offshore fund
- A U.S. person or entity (such as an investment manager) that holds 10% or more of the voting interest in a foreign affiliate (such a non-U.S. investment manager)
- A U.S. person or entity (such as an investment manager) that has more than 10% equity in its offshore fund
There are other survey forms conducted by the Bureau of Economic Analysis that may apply to investment managers, including the Form BE-13. For a discussion of the Form BE-13, please see our February 2015 memorandum titled “Form BE-13 Filing Obligation on Foreign Direct Investment.”
Form BE-10 is due May 29, 2015, unless a U.S. person is required to file 50 or more forms, in which case the Form BE-10 is due by June 30, 2015.
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If you have any questions regarding the matters covered in this memo, please contact any of the partners and counsel listed below or your primary attorney in Seward & Kissel’s Investment Management Group.
