Frequently Asked Questions

Guidelines for Citing BEA Information | ID: 970 | Created: Apr-20-2011
Answer

How do I report on the BE-12 if I am a limited partnership or have an interest in a limited partnership?

 

Special consolidation rules apply for U.S. affiliates that are limited partnerships or that have an ownership interest in a U.S. limited partnership. Sections A through E below describe the consolidation rules under five different sets of circumstances. If your situation is not addressed, please contact us at be12/15@bea.gov or 202-606-5615 for assistance.

A. U.S. affiliate is the only general partner of a U.S. limited partnership -

A U.S. affiliate that is the only general partner of a U.S. limited partnership is presumed to control the partnership (unless a clause to the contrary is contained in the partnership agreement) and should consolidate the operations of the partnership into its BE-12 report. The following example illustrates the reporting requirements.

Example: Corporation GP, a U.S. affiliate, is the sole general partner of Company LP, a U.S. limited partnership. GP owns 1 percent of the equity of LP. A limited partner owns the remaining 99 percent of the equity. GP controls LP and should consolidate LP into its BE-12 report.

If a BE-12A is filed, then:
The 99 percent financial interest in the equity of LP held by the limited partner should be included on GP's Form BE-12A in item 77 (Owners’ equity - other). The 99 percent financial interest in profits or losses of LP held by the limited partner should be included in item 49 (other costs and expenses not included above, including minority interest in profits and losses that arise out of consolidation). In addition, LP should be listed on the Supplement A of GP's Form BE-12A. The Supplement A should show that GP has a 100 percent voting interest in LP.

If a BE-12B is filed, then:
The 99 percent financial interest in the equity of LP held by the limited partner should be included on GP's Form BE-12B in item 30 (total owners’ equity). The 99 percent financial interest in profits or losses of LP held by the limited partner should be reflected in item 21 (net income (loss)). In addition, LP should be listed on the Supplement A of GP's Form BE-12B. The Supplement A should show that GP has a 100 percent voting interest in LP.

If a BE-12C is filed, then:
The 99 percent financial interest in the equity of LP held by the limited partner should be included on GP's Form BE-12C. The 99 percent financial interest in profits or losses of LP held by the limited partner should be reflected on GP's Form BE-12C in item 11 (net income (loss)).

B. A U.S. affiliate that is a limited partnership has at least two general partners that are U.S. affiliates -

If nothing to the contrary is stated in the partnership agreement, the limited partnership is presumed to be controlled equally by each of the general partners. The limited partnership should file a separate BE-12 report. DO NOT CONSOLIDATE the operations of the limited partnership into the BE-12 report of any of the limited partners or general partners. Each general partner should report the limited partnership using the equity method of accounting. In addition each general partner, if filing a Form BE-12A or BE-12B should list the limited partnership on the Supplement B of its BE-12 report. (Note that the Form BE-12C does not have a Supplement B.)

For example, if there are only two general partners and each is a U.S. affiliate required to file a Form BE-12A or BE-12B then the Supplement B of each general partner should show that they have a 50 percent voting interest in the limited partnership. The reporting requirements for the limited partners are illustrated in the example for item D below.

C. A U.S. affiliate that is a limited partnership has only one general partner and that general partner is a foreign parent -

The foreign parent is presumed to control the partnership (unless a clause to the contrary is contained in the partnership agreement). The limited partnership should file a separate BE-12 report. DO NOT CONSOLIDATE the operations of the limited partnership into another BE-12 report. The following example illustrates the reporting requirements.

Example: Corporation GP, located in Canada, is the sole general partner of Company LP, a limited partnership. GP owns 1 percent of the equity of LP. A limited partner owns the remaining 99 percent of the equity. GP is presumed to control LP and own 100 percent of the voting interest in LP. Since GP is located in Canada, LP should file a separate BE-12 report.

If a BE-12A is filed, then:
LP should report GP as its foreign parent in item 12.a. (ownership held directly by foreign parent(s) of this affiliate) and report 100 percent voting interest in item 12.a., column (1) and 1 percent equity interest in item 12.a, column (3). In addition, LP should report 100 percent voting interest in item 219.a. column (1) (voting interest owned) and 1 percent equity interest in item 219.b. column (1) (equity interest owned). LP is not required to make any adjustments to its BE-12 report to reflect the financial interests of the limited partner.

If a BE-12B is filed, then:
LP should report GP as its foreign parent in item 9 (ownership held directly by foreign parent(s) of this U.S. affiliate) and report 100 percent voting interest in item 9, column (1). In addition, LP should report 100 percent voting interest in item 65.a. column (1) (voting interest owned) and 1 percent equity interest in item 65.b. column (1) (equity interest owned). LP is not required to make any adjustments to its BE-12 report to reflect the financial interests of the limited partner.

If a BE-12C is filed, then:
Assuming Part II on page 7 of the BE-12C applies to LP, then LP should report GP as its foreign parent in item 16 (ownership held directly by foreign parent(s) of this U.S. affiliate) and report 100 percent voting interest in item 16, column (1). LP is not required to make any adjustments to its BE-12 report to reflect the financial interests of the limited partner.

D. A U.S. affiliate has a limited partner's interest in a U.S. limited partnership -

A U.S. affiliate that has a limited partner's interest in a U.S. limited partnership, but does not control the limited partnership, should not consolidate the operations of the limited partnership into its BE-12 report and, if filing a Form BE-12A or BE-12B, should not list the limited partnership on the Supplement A or B of its BE-12 report. (Note that the Form BE-12C does not have a Supplement A or B.) A limited partner is presumed to have zero control over a limited partnership (unless a clause to the contrary is contained in the partnership agreement). The following example illustrates the reporting requirements.

Example: U.S. affiliate A has a 99 percent limited partnership interest in Company B but does not control Company B. Since U.S. affiliate A does not control Company B, U.S. affiliate A should not consolidate the operations of Company B into its BE-12 report. Instead, U.S. affiliate A should treat its financial interest in Company B as an investment.

If a BE-12A is filed, then:
Affiliate A should include its 99 percent financial interest in the equity of Company B in item 68 (other assets). U.S. affiliate A should include its 99 percent financial interest in the profits or losses of Company B in item 45 (other income). Company B should not be listed on the Supplement A or B of U.S. affiliate A.

If a BE-12B is filed, then:
Affiliate A should include its 99 percent financial interest in the equity of Company B in item 28 (total assets). U.S. affiliate A should reflect its 99 percent financial interest in the profits or losses of Company B in item 21 (net income (loss)). Company B should not be listed on the Supplement A or B of U.S. affiliate A.

If a BE-12C is filed, then:
Affiliate A should include its 99 percent financial interest in the equity of Company B in item 9 (total assets). U.S. affiliate A should reflect its 99 percent financial interest in the profits or losses of Company B in item 11 (net income (loss)).

E. A U.S. company that is a limited partnership whose foreign owners are limited partners -

A U.S. limited partnership whose foreign owners are limited partners should not file a BE-12 report if the foreign limited partners have no voting rights in the partnership. If the foreign limited partners have no voting rights in the partnership, then the foreign limited partners are not considered to have direct investment in the U.S. limited partnership.

 

 

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