Form BE-11 is the Annual 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 at the end of such U.S. Person’s 2011 fiscal year must file Form BE-11 if the foreign business has $60 million (positive or negative, as applicable) or more in (i) total assets, (ii) sales or gross operating revenues or (ii) net income or loss.
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) may lead to a Form BE-11 filing requirement:
- A U.S. GP of an offshore fund structured as a partnership
- A U.S. IM that holds all the voting securities of its offshore fund
- A U.S. IM that has more than 10% equity in its offshore fund
We maintain (until we receive guidance to the contrary from the Bureau of Economic Analysis) that an investment by a U.S. domestic feeder fund in a foreign master fund of 10% or more is generally not deemed a “direct investment,” and therefore any reporting requirements related to such investment should be reported as part of the TIC reporting regime.
Form BE-11 is due today, May 31, 2012. However, Seward & Kissel, LLP has received a blanket filing extension for its clients until June 29, 2012. In the case of our U.S. domestic feeder fund clients, the extension is in effect until the later of June 29, 2012 and such later date after we receive further guidance (if any) that US domestic feeder funds’ investments in foreign master funds are reportable on Form BE-11.
Please note that there are other survey forms conducted by the Bureau of Economic Analysis that may apply to investment managers.
If you have any questions concerning the foregoing or any other Bureau of Economic Analysis Forms, please contact your primary attorney in Seward & Kissel’s Investment Management Group.
