§ 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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