§ 1.990   Citizenship and filing requirements under the Communications Act of
1934.

   These rules establish the requirements and conditions for obtaining the
   Commission's  prior  approval  of foreign ownership in common carrier,
   aeronautical en route, and aeronautical fixed radio station licensees and
   common carrier spectrum lessees that would exceed the 25 percent benchmark
   in section 310(b)(4) of the Communications Act of 1934, as amended (47
   U.S.C.  310(b)(4)).  These  rules  also establish the requirements and
   conditions  for  obtaining  the Commission's prior approval of foreign
   ownership in common carrier (but not aeronautical en route or aeronautical
   fixed) radio station licensees and spectrum lessees that would exceed the 20
   percent limit in section 310(b)(3) of the Act (47 U.S.C. 310(b)(3)).

   (a)(1) A common carrier, aeronautical en route or aeronautical fixed radio
   station licensee or common carrier spectrum lessee shall file a petition for
   declaratory ruling to obtain Commission approval under section 310(b)(4) of
   the Act, and obtain such approval, before the aggregate foreign ownership of
   any controlling, U.S.-organized parent company exceeds, directly and/or
   indirectly, 25 percent of the U.S. parent's equity interests and/or 25
   percent  of  its  voting interests. An applicant for a common carrier,
   aeronautical en route or aeronautical fixed radio station license or common
   carrier spectrum leasing arrangement shall file the petition for declaratory
   ruling  required  by this paragraph at the same time that it files its
   application.

   Note to paragraph (a)(1): Paragraph (a)(1) of this section implements the
   Commission's foreign ownership policies under section 310(b)(4) of the Act
   (47  U.S.C. 310(b)(4)), for common carrier, aeronautical en route, and
   aeronautical fixed radio station licensees and common carrier spectrum
   lessees. It applies to foreign equity and/or voting interests that are held,
   or would be held, directly and/or indirectly in a U.S.-organized entity that
   itself directly or indirectly controls a common carrier, aeronautical en
   route,  or aeronautical fixed radio station licensee or common carrier
   spectrum  lessee.  A foreign individual or entity that seeks to hold a
   controlling interest in such a licensee or spectrum lessee must hold its
   controlling interest indirectly, in a U.S.-organized entity that itself
   directly  or indirectly controls the licensee or spectrum lessee. Such
   controlling interests are subject to section 310(b)(4) and the requirements
   of  paragraph  (a)(1) of this section. The Commission assesses foreign
   ownership interests subject to section 310(b)(4) separately from foreign
   ownership interests subject to section 310(b)(3).

   (2) A common carrier radio station licensee or spectrum lessee shall file a
   petition for declaratory ruling to obtain approval under the Commission's
   section 310(b)(3) forbearance approach, and obtain such approval, before
   aggregate  foreign  ownership,  held  through  one or more intervening
   U.S.-organized entities that hold non-controlling equity and/or voting
   interests in the licensee, along with any foreign interests held directly in
   the licensee or spectrum lessee, exceeds 20 percent of its equity interests
   and/or 20 percent of its voting interests. An applicant for a common carrier
   radio  station  license or spectrum leasing arrangement shall file the
   petition for declaratory ruling required by this paragraph at the same time
   that it files its application. Foreign interests held directly in a licensee
   or spectrum lessee, or other than through U.S.-organized entities that hold
   non-controlling equity and/or voting interests in the licensee or spectrum
   lessee, shall not be permitted to exceed 20 percent.

   Note to paragraph (a)(2): Paragraph (a)(2) of this section implements the
   Commission's section 310(b)(3) forbearance approach adopted in the First
   Report and Order in IB Docket No. 11-133, FCC 12-93 (released August 17,
   2012),   77 FR 50628  (Aug. 22, 2012). The section 310(b)(3) forbearance
   approach applies only to foreign equity and voting interests that are held,
   or would be held, in a common carrier licensee or spectrum lessee through
   one or more intervening U.S.-organized entities that do not control the
   licensee or spectrum lessee. Foreign equity and/or voting interests that are
   held,  or would be held, directly in a licensee or spectrum lessee, or
   indirectly other than through an intervening U.S.-organized entity, are not
   subject to the Commission's section 310(b)(3) forbearance approach and shall
   not be permitted to exceed the 20 percent limit in section 310(b)(3) of the
   Act (47 U.S.C. 310(b)(3)).
   Example 1. U.S.-organized Corporation A is preparing an application to
   acquire a common carrier radio license by assignment from another licensee.
   U.S.-organized  Corporation  A  is  wholly  owned  and  controlled  by
   U.S.-organized Corporation B. U.S.-organized Corporation B is 51 percent
   owned and controlled by U.S.-organized Corporation C, which is, in turn,
   wholly  owned  and  controlled by foreign-organized Corporation D. The
   remaining  non-controlling  49  percent equity and voting interests in
   U.S.-organized Corporation B are held by U.S.-organized Corporation X, which
   is, in turn, wholly owned and controlled by U.S. citizens. Paragraph (a)(1)
   of this section requires that U.S.-organized Corporation A file a petition
   for declaratory ruling to obtain Commission approval of the 51 percent
   foreign ownership of its controlling, U.S.-organized parent, Corporation B,
   by foreign-organized Corporation D, which exceeds the 25 percent benchmark
   in  section  310(b)(4) of the Act for both equity interests and voting
   interests. Corporation A is also required to identify and request specific
   approval in its petition for any foreign individual or entity, or “group,”
   as defined in paragraph (d) of this section, that holds directly and/or
   indirectly more than five percent of Corporation B's total outstanding
   capital stock (equity) and/or voting stock, or a controlling interest in
   Corporation B, unless the foreign investment is exempt under § 1.991(i)(3).
   Example 2. U.S.-organized Corporation A is preparing an application to
   acquire a common carrier radio license by assignment from another licensee.
   U.S.-organized  Corporation  A  is  51 percent owned and controlled by
   U.S.-organized Corporation B, which is, in turn, wholly owned and controlled
   by U.S. citizens. The remaining non-controlling 49 percent equity and voting
   interests  in  U.S.-organized Corporation A are held by U.S.-organized
   Corporation  X,  which  is,  in  turn,  wholly owned and controlled by
   foreign-organized Corporation Y. Paragraph (a)(2) of this section requires
   that U.S.-organized Corporation A file a petition for declaratory ruling to
   obtain  Commission  approval of the non-controlling 49 percent foreign
   ownership of U.S.-organized Corporation A by foreign-organized Corporation Y
   through U.S.-organized Corporation X, which exceeds the 20 percent limit in
   section 310(b)(3) of the Act for both equity interests and voting interests.
   U.S.-organized  Corporation A is also required to identify and request
   specific approval in its petition for any foreign individual or entity, or
   “group,” as defined in paragraph (d) of this section, that holds an equity
   and/or  voting  interest in foreign-organized Corporation Y that, when
   multiplied  by 49 percent, would exceed five percent of U.S.-organized
   Corporation  A's  equity  and/or  voting interests, unless the foreign
   investment is exempt under § 1.991(i)(3).
   Example 3. U.S.-organized Corporation A is preparing an application to
   acquire a common carrier radio license by assignment from another licensee.
   U.S.-organized  Corporation  A  is  51 percent owned and controlled by
   U.S.-organized Corporation B, which is, in turn, wholly owned and controlled
   by foreign-organized Corporation C. The remaining non-controlling 49 percent
   equity and voting interests in U.S.-organized Corporation A are held by
   U.S.-organized Corporation X, which is, in turn, wholly owned and controlled
   by  foreign-organized Corporation Y. Paragraphs (a)(1) and (2) of this
   section  require that U.S.-organized Corporation A file a petition for
   declaratory  ruling to obtain Commission approval of foreign-organized
   Corporation C's 100 percent ownership interest in U.S.-organized parent,
   Corporation B, and of foreign-organized Corporation Y's non-controlling, 49
   percent foreign ownership interest in U.S.-organized Corporation A through
   U.S-organized Corporation X, which exceed the 25 percent benchmark and 20
   percent limit in sections 310(b)(4) and 310(b)(3) of the Act, respectively,
   for both equity interests and voting interests. U.S-organized Corporation
   A's petition also must identify and request specific approval for ownership
   interests held by any foreign individual, entity, or “group,” as defined in
   paragraph (d) of this section, to the extent required by § 1.991(i).

   (b) The petition for declaratory ruling required by paragraph (a) of this
   section  shall  be  filed  electronically  on the Internet through the
   International Bureau Filing System (IBFS). For information on filing your
   petition  through IBFS, see part 1, subpart Y and the IBFS homepage at
   http://www.fcc.gov/ib.

   (c)(1) Each applicant, licensee, or spectrum lessee filing a petition for
   declaratory ruling required by paragraph (a) of this section shall certify
   to  the  information  contained in the petition in accordance with the
   provisions  of  § 1.16  and  the  requirements  of  this paragraph. The
   certification shall include a statement that the applicant, licensee and/or
   spectrum lessee has calculated the ownership interests disclosed in its
   petition  based upon its review of the Commission's rules and that the
   interests disclosed satisfy each of the pertinent standards and criteria set
   forth in the rules.

   (2) Multiple applicants and/or licensees shall file jointly the petition for
   declaratory ruling required by paragraph (a) of this section where the
   entities  are  under common control and contemporaneously hold, or are
   contemporaneously filing applications for, common carrier licenses, common
   carrier  spectrum  leasing  arrangements,  or aeronautical en route or
   aeronautical fixed radio station licenses. Where joint petitioners have
   different responses to the information required by § 1.991, such information
   should be set out separately for each joint petitioner, except as otherwise
   permitted in § 1.991(h)(2).

   (i) Each joint petitioner shall certify to the information contained in the
   petition  in accordance with the provisions of § 1.16 of this part with
   respect  to  the  information  that  is  pertinent to that petitioner.
   Alternatively, the controlling parent of the joint petitioners may certify
   to the information contained in the petition.

   (ii) Where the petition is being filed in connection with an application for
   consent to transfer control of licenses or spectrum leasing arrangements,
   the transferee or its ultimate controlling parent may file the petition on
   behalf of the licensees or spectrum lessees that would be acquired as a
   result of the proposed transfer of control and certify to the information
   contained in the petition.

   (3) Multiple applicants and licensees shall not be permitted to file a
   petition  for  declaratory ruling jointly unless they are under common
   control.

   (d)  The following definitions shall apply to this section and § § 1.991
   through 1.994.

   (1)  Aeronautical  radio  licenses refers to aeronautical en route and
   aeronautical fixed radio station licenses only. It does not refer to other
   types of aeronautical radio station licenses.

   (2) Affiliate refers to any entity that is under common control with a
   licensee, defined by reference to the holder, directly and/or indirectly, of
   more than 50 percent of total voting power, where no other individual or
   entity has de facto control.

   (3) Control includes actual working control in whatever manner exercised and
   is not limited to majority stock ownership. Control also includes direct or
   indirect control, such as through intervening subsidiaries.

   (4) Entity includes a partnership, association, estate, trust, corporation,
   limited liability company, governmental authority or other organization.

   (5) Group refers to two or more individuals or entities that have agreed to
   act together for the purpose of acquiring, holding, voting, or disposing of
   their equity and/or voting interests in the relevant licensee, controlling
   U.S. parent, or entity holding a direct and/or indirect equity and/or voting
   interest in the licensee or U.S. parent.

   (6)  Individual  refers  to  a  natural person as distinguished from a
   partnership, association, corporation, or other organization.

   (7)  Licensee as used in § § 1.990 through 1.994 of this part includes a
   spectrum lessee as defined in § 1.9003.

   (8) Privately held company refers to a U.S.- or foreign-organized company
   that  has not issued a class of equity securities for which beneficial
   ownership reporting is required by security holders and other beneficial
   owners under section 13(d) or 13(g) of the Securities Exchange Act of 1934,
   as amended, 15 U.S.C. 78a et seq. (Exchange Act), and corresponding Exchange
   Act Rule 13d-1, 17 CFR 240.13d-1, or a substantially comparable foreign law
   or regulation.

   (9) Public company refers to a U.S.- or foreign-organized company that has
   issued a class of equity securities for which beneficial ownership reporting
   is required by security holders and other beneficial owners under section
   13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, 15 U.S.C.
   78a et seq. (Exchange Act) and corresponding Exchange Act Rule 13d-1, 17 CFR
   240.13d-1, or a substantially comparable foreign law or regulation.

   (10) Subsidiary refers to any entity in which a licensee owns or controls,
   directly and/or indirectly, more than 50 percent of the total voting power
   of the outstanding voting stock of the entity, where no other individual or
   entity has de facto control.

   (11) Voting stock refers to an entity's corporate stock, partnership or
   membership interests, or other equivalents of corporate stock that, under
   ordinary circumstances, entitles the holders thereof to elect the entity's
   board of directors, management committee, or other equivalent of a corporate
   board of directors.

   (12) Would hold as used in § § 1.990 through 1.994 includes equity and/or
   voting  interests  that an individual or entity proposes to hold in an
   applicant, licensee, or spectrum lessee, or their controlling U.S. parent,
   upon  consummation  of  any transactions described in the petition for
   declaratory ruling filed under § 1.990(a)(1) or (2) of this part.

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