Proposed Rule2025-12102
Deregulatory-Establishing United States Citizenship for MARAD Program Participation; Simplifying the Application Process
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Published
July 1, 2025
Issuing agencies
Transportation DepartmentMaritime Administration
Abstract
On May 1, 2019, MARAD published in the Federal Register an Advanced Notice of Proposed Rulemaking (ANPRM), titled "How to Best Evidence Corporate Citizenship: Policy and Regulatory Review," soliciting public comment on steps MARAD could take to simplify and modernize the process for evidencing U.S. citizenship. Consistent with the comments MARAD received, the proposed rule would simplify and modernize the process for establishing United States citizenship of corporations and other business formations participating in MARAD programs. In the interest of minimizing the unnecessary disclosure of personally identifiable information, the proposed rule would also eliminate the requirement to provide dates and places of birth of corporate executives, directors, and stock owners as required in the current form of affidavit of citizenship. The proposed rule would also amend the form of affidavit with respect to publicly traded entities by eliminating the requirement to provide certain information regarding registered owners of stock, eliminate the notarization requirement, and provide a simple and streamlined process for recertification.
Full Text
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<title>Federal Register, Volume 90 Issue 124 (Tuesday, July 1, 2025)</title>
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[Federal Register Volume 90, Number 124 (Tuesday, July 1, 2025)]
[Proposed Rules]
[Pages 28513-28519]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-12102]
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DEPARTMENT OF TRANSPORTATION
Maritime Administration
46 CFR Part 355
[Docket Number MARAD-2025-0087]
RIN 2133-AB90
Deregulatory-Establishing United States Citizenship for MARAD
Program Participation; Simplifying the Application Process
AGENCY: Maritime Administration (MARAD), Department of Transportation
(DOT).
ACTION: Notice of proposed rulemaking, request for comments.
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SUMMARY: On May 1, 2019, MARAD published in the Federal Register an
Advanced Notice of Proposed Rulemaking (ANPRM), titled ``How to Best
Evidence Corporate Citizenship: Policy and Regulatory Review,''
soliciting public comment on steps MARAD could take to simplify and
modernize the process for evidencing U.S. citizenship. Consistent with
the comments MARAD received, the proposed rule would simplify and
modernize the process for establishing United States citizenship of
corporations and other business formations participating in MARAD
programs. In the interest of minimizing the unnecessary disclosure of
personally identifiable information, the proposed rule would also
eliminate the requirement to provide dates and places of birth of
corporate executives, directors, and stock owners as required in the
current form of affidavit of citizenship. The proposed rule would also
amend the form of affidavit with respect to publicly traded entities by
eliminating the requirement to provide certain information regarding
registered owners of stock, eliminate the notarization requirement, and
provide a simple and streamlined process for recertification.
DATES: Comments should be filed on or before September 2, 2025. Late-
filed comments will be considered to the extent practicable.
ADDRESSES: You may submit comments identified by DOT Docket Number
MARAD-2025-0087 by any one of the following methods:
<bullet> Federal eRulemaking Portal: Go to <a href="http://www.regulations.gov">http://www.regulations.gov</a>. Search using the DOT Docket Number (see above) and
follow the instructions for submitting comments.
<bullet> Email: <a href="/cdn-cgi/l/email-protection#297b5c454c44484240474e5a0764687b686d694d465d074e465f"><span class="__cf_email__" data-cfemail="5f0d2a333a323e343631382c71121e0d1e1b1f3b302b71383029">[email protected]</span></a>. Include the DOT Docket
Number in the subject line of the message and provide your comments in
the body of the email or as an attachment.
<bullet> Mail or Hand Delivery: The Docket Management Facility is
in the West Building, Ground Floor of the U.S. Department of
Transportation. The Docket Management Facility location address is U.S.
Department of Transportation, 1200 New Jersey Avenue SE, West Building,
Room W12-140, Washington, DC 20590, between 9 a.m. and 5 p.m., Monday
through Friday, except on federal holidays.
Note: We recommend that you include your name and a mailing
address, an email address, or a telephone number in the body of your
document so that we can contact you if we have questions regarding
your submission. If you submit your inputs by mail or hand-delivery,
they must be submitted in an unbound format, no larger than 8\1/2\
by 11 inches, single-sided, suitable for copying and electronic
filing. All submissions received should include the agency name and
docket number or Regulation Identifier Number (RIN) for this
rulemaking.
Instructions: All comments received will be posted without change
to the docket at <a href="http://www.regulations.gov">www.regulations.gov</a>, including any personal
information provided. For detailed instructions on submitting comments
and additional information on the rulemaking process, see the section
entitled Public Participation.
Privacy Act: Anyone can search the electronic form of all comments
received into any of our dockets by the name of the individual
submitting the comment (or signing the comment, if submitted on behalf
of an association, business, labor union, etc.). For information on
DOT's compliance with the Privacy Act, please visit <a href="https://www.transportation.gov/privacy">https://www.transportation.gov/privacy</a>.
FOR FURTHER INFORMATION CONTACT: Michael C. Pucci, Office of the Chief
Counsel, Division of Maritime Programs, (202) 366-5167 or via email at
<a href="/cdn-cgi/l/email-protection#7b361218131a1e17552b0e1818123b1f140f551c140d"><span class="__cf_email__" data-cfemail="1954707a71787c7537496c7a7a70597d766d377e766f">[email protected]</span></a>. Persons who use a telecommunications device for
the deaf (TDD) may call the Federal Information Relay Service (FIRS) at
1-800-877-8339 to contact the above individual during business hours.
The FIRS is available twenty-four hours a day, seven days a week, to
leave a message or question. You will receive a reply during normal
business hours. You may send mail to Department of Transportation,
Maritime Administration, Office of the Chief Counsel, Division of
Legislation and Regulations, W24-220, 1200 New Jersey Avenue SE,
Washington, DC 20590-0001.
SUPPLEMENTARY INFORMATION:
Electronic Access and Filing
As required by 5 U.S.C. 553(b)(4), this document, including a
summary of the rule, and all comments may be viewed online through the
Federal eRulemaking portal at <a href="http://www.regulations.gov">www.regulations.gov</a>. An electronic copy
of this document may also be downloaded by accessing the Office of the
Federal Register's home page at: <a href="http://www.federalregister.gov">www.federalregister.gov</a>.
Background
On May 1, 2019, MARAD published an Advanced Notice of Proposed
Rulemaking (ANPRM), titled ``How to Best Evidence Corporate
Citizenship: Policy and Regulatory Review,'' in the Federal Register
(84 FR 18468) soliciting public comment on steps MARAD could take to
simplify and modernize the process for evidencing U.S. citizenship in
order to reduce the regulatory burden for parties participating
directly, or indirectly through corporate ownership, in MARAD's
maritime programs. MARAD has developed this NPRM by incorporating many
of the comments and recommendations we received. MARAD welcomes your
comments to ensure that agency programs benefit from current and
comprehensive best practices.
Scope of Comments
MARAD is interested in learning how it could reduce or remove
regulatory burdens on the public. Accordingly, commenters may want to
focus on the following: (1) recognition of modern business forms in
addition to corporations (e.g., limited liability companies and limited
partnerships) and modern securities ownership practices (e.g., street
name securities); (2) aligning with current best business practices;
(3) reducing the cost of compliance; and (4) revising the corporate
citizenship affidavit.
[[Page 28514]]
Content of Comments
MARAD is interested in information on how any changes to 46 CFR
part 355 could impact small businesses, either positively or
negatively. In describing a burden placed on your organization by our
regulations or potential changes to the regulations, direct experience
and quantifiable data are more useful than anecdotal descriptions.
Likewise, if the commenter believes that there is a less burdensome
alternative, the commenter should describe that alternative in detail.
Discussion of Comments Received on the ANPRM
In response to the agency's ANPRM seeking public comment on ways to
simplify annual requirements to evidence corporate citizenship, MARAD
received one comment from The Maritime Law Association of the United
States (MLA), which included several recommendations developed by the
MLA's standing committee on Marine Financing. The agency responds to
the MLA's recommendations as follows:
The MLA first recommended MARAD consider regulatory changes to make
compliance more efficient and assured by eliminating the inclusion of
birth dates and places of birth on the form of affidavit of U.S.
citizenship.
MARAD agrees. Inclusion of this information in the affidavit of
U.S. citizenship does not significantly improve U.S. citizenship
certainty and creates an unnecessary risk of release of personally
identifiable information. In any instance of doubt, MARAD would retain
the authority to request that information from submitting parties. The
proposed form of affidavit at section 355.2 eliminates that
requirement.
MLA next asked MARAD to consider permitting streamlined
certifications for follow-on affidavits when there has been no material
change to the information contained in the earlier affidavit rather
than having each affidavit repeat all the required information under
the current regulation, which requires annual submission of affidavits.
MARAD agrees with this recommendation. Permitting an optional
streamlined certification would reduce the burden of annual filing for
those entities whose ownership information has not changed since the
last affidavit was filed without impacting MARAD's ability to make
annual U.S. citizenship determinations. In the proposed section
355.4(b), MARAD includes a provision for optional annual certification
of citizenship information.
The MLA further recommended that MARAD revise its regulations to
take into account the current state of public stock ownership and other
factors affecting the ability of any public company to prove its U.S.
citizenship. In particular, the MLA provided the following five
recommendations concerning public companies:
1. The MLA asked that MARAD consider coordinating with the Coast
Guard to provide the affected industry guidance that is practical and
adequately implements the intent of U.S. maritime citizenship laws. The
MLA further suggested that the U.S. Coast Guard's November 26, 2012,
Federal Register Notice, ``Mechanisms of Compliance with United States
Citizenship Requirements for the Ownership of Vessels Eligible to
Engage in Restricted Trades by Publicly Traded Companies'' (77 FR
70453), would be a good starting point for developing a regulation that
both agencies would promulgate.
MARAD agrees. The guidance contained the U.S. Coast Guard's
November 2012 Notice serves as the basis for MARAD's proposed revisions
to the form of affidavit of U.S. citizenship to be used by publicly
traded corporations and other business formations whose ownership
interests are publicly traded. Adoption of this guidance in the
proposed rule will harmonize the agencies' approaches to evidencing
citizenship. In particular, the proposed rule at section 355.3(d) would
provide publicly traded entities flexibility in applying several
reasonably available methods to ensure ongoing compliance with U.S.
ownership requirements without sacrificing the accuracy of ownership
information upon which such entities must rely upon to affirm their
citizenship status.
2. The MLA recommends that further improvements might be considered
with respect to the fair inference rule including relaxing the
percentages and making it clear that address lists made available by
financial intermediaries can be relied upon.
MARAD agrees that the ``fair inference rule,'' as applied to
publicly traded corporations, must be updated because it relies upon
stock records that are no longer controlled by the issuing corporation
since the advent of electronic trading. MARAD proposes a modified fair
inference rule under which a publicly traded corporation may rely upon
reasonably available shareholder residence information, including
geographic surveys and statistical sampling. However, at this time,
MARAD will not adjust the current non-citizen ownership percentage
limits of the fair inference rule until such time that we have
confidence that reducing such limits will not result in an unreasonable
risk of submitters breaching the statutory non-citizen ownership
levels.
3. The MLA recommends that MARAD review methods adopted by other
federal agencies for establishing U.S.-citizen citizenship.
MARAD agrees. The proposed rule was informed by our review of
guidance and rules of other agencies, including the Federal
Communications Commission's Review of Foreign Ownership Policies for
Broadcast, Common Carrier, and Aeronautical Radio Licensees under
Section 310(b)(4) of the Communications Act of 1934, as Amended (Sep.
30, 2016); Federal Aviation Administration regulations; and USCG's
November 2012 Notice (discussed above). MARAD's proposed rule would
afford submitters flexibility in selecting the methods they use to
determine ownership while maintaining compliance with annual filing
requirements.
4. The MLA recommends that MARAD work with the Securities and
Exchange Commission and the Depository Trust Company to improve the
SEG-100 system to make it an even more reliable indicator of U.S.
citizen stock ownership.
In light of the obsolescence of the current form of affidavit,
MARAD has accepted annual filers' participation in the SEG-100 system
as a basis for affirming U.S. stock ownership. The proposed rule
includes participation in the SEG-100 system as an acceptable method
for maintaining and evidencing U.S. ownership. MARAD is not proposing
to make participation in SEG-100 mandatory.
5. The MLA recommends that MARAD, in coordination with the U.S.
Coast Guard, adopt a process by which companies can present their
citizenship compliance plans for approval by the two agencies and, if
acting on the basis of those plans for approval by the two agencies,
have the benefit of a presumption that they satisfy the applicable
citizenship standard and the benefit of a grace period to come back
into compliance if the maximum permissible non-citizenship threshold is
exceeded due to market trading.
MARAD agrees that submitters should be permitted to submit their
citizenship compliance plans for MARAD's review and approval. MARAD's
proposed rule includes an option for submitting compliance methods for
MARAD review and approval. As noted above, MARAD's proposed rule is
intended to
[[Page 28515]]
harmonize its compliance procedures with the guidance from U.S. Coast
Guard's November 2012 Notice. Upon request from submitters, MARAD will
share such determinations with the U.S. Coast Guard.
The proposed rule adopts the changes described above and updates
statutory authorities, which have changed since the current rule was
published on July 18, 1970.
Public Participation
How long do I have to submit comments?
We are providing a 60-day comment period.
How do I prepare and submit comments?
To ensure that your comments are correctly filed in the Docket,
please include the Docket Number shown at the beginning of this
document in your comments.
Comments may be submitted to the docket electronically by logging
onto the Docket Management System website at <a href="http://www.regulations.gov">http://www.regulations.gov</a>. Search using the docket number and follow the
online instructions for submitting comments.
Please note that pursuant to the Data Quality Act, for substantive
data to be relied upon and used by the agency, it must meet the
information quality standards set forth in the OMB and DOT Data Quality
Act guidelines. Accordingly, we encourage you to consult the guidelines
in preparing your comments. OMB's guidelines may be accessed at <a href="http://www.whitehouse.gov/omb/fedreg/reproducible.html">http://www.whitehouse.gov/omb/fedreg/reproducible.html</a>. DOT's guidelines may
be accessed at <a href="http://www.bts.gov/programs/statistical_policy_and_research/data_quality_guidelines">http://www.bts.gov/programs/statistical_policy_and_research/data_quality_guidelines</a>.
How can I be sure that my comments were received?
If you wish Docket Management to notify you upon its receipt of
your comments, enclose a self-addressed, stamped postcard in the
envelope containing your comments. Upon receiving your comments, Docket
Management will return the postcard by mail.
How do I submit confidential business information?
Confidential business information (CBI) is commercial or financial
information that is both customarily and actually treated as private by
its owner. Under the Freedom of Information Act (FOIA) (5 U.S.C. 552),
CBI is exempt from public disclosure. If your comments responsive to
the proposed rule contain commercial or financial information that is
customarily treated as private, that you actually treat as private, and
that is relevant or responsive to this proposed rule, it is important
that you clearly designate the submitted comments as CBI. Please mark
each page of your submission that constitutes CBI as ``PROPIN'' to
indicate it contains proprietary information. MARAD will treat such
marked submissions as confidential under the FOIA, and they will not be
placed in the public docket of this proposed rule. Submissions
containing CBI should be sent to the email address provided in the FOR
FURTHER INFORMATION CONTACT section. In addition, you should submit two
copies, from which you have deleted the claimed confidential business
information, to Docket Management at the address given above under
ADDRESSES. Any comments MARAD receives which are not specifically
designated as CBI will be placed in the public docket for this
rulemaking.
Will the agency consider late comments?
MARAD will consider all comments that Docket Management receives
before the close of business on the comment closing date indicated
above under DATES. To the extent possible, we will also consider
comments that Docket Management receives after that date. If Docket
Management receives a comment too late for us to consider in developing
any follow-on action, we will consider that comment as an informal
suggestion for future rulemaking action.
How can I read the comments submitted by other people?
You may read the comments received by Docket Management at the
address given above under ADDRESSES. The hours of the Docket Management
Unit are indicated above in the same location. You may also see the
comments on the internet. To read the comments on the internet, go to
<a href="http://www.regulations.gov">http://www.regulations.gov</a>. Follow the online instructions for
accessing the dockets.
Please note that, even after the comment closing date, MARAD will
continue to file relevant information in the Docket as it becomes
available. Further, some people may submit late comments. Accordingly,
we recommend that you periodically check the Docket for new material.
Rulemaking Analysis and Notices
Executive Orders 12866 and DOT Rulemaking Procedures
Executive Order (E.O.) 12866 and the Department of Transportation's
administrative rulemaking procedures set forth in 49 CFR part 5,
subpart B, provide for making determinations whether a regulatory
action is ``significant'' and therefore subject to Office of Management
and Budget (OMB) review and to the requirements of E.O. 12866.
This rule will streamline the process for establishing United
States citizenship of corporations and other business formations
participating in MARAD programs by removing the unnecessary disclosure
of personally identifiable information. It also amends the form of
affidavit with respect to publicly traded entities to eliminate the
requirement to provide certain information regarding registered owners
of stock, which is no longer consistent with how stocks are traded in
U.S. equity markets today.
This rule is not a significant regulatory action under E.O. 12866
and DOT Order 2100.6B and, therefore it was not reviewed by OMB. It is
also not considered a major rule for purposes of Congressional review
under Public Law 104-121.
Executive Order 14192 (Deregulation)
E.O. 14192 requires that for ``each new [E.O. 14192 regulatory
action] issued, at least ten prior regulations be identified for
elimination.'' Implementation guidance for E.O. 14192, issued by OMB
(Memorandum M-25-20, March 26, 2025), defines an E.O. 14192
deregulatory action as ``an action that has been finalized and has
total costs less than zero.'' This rule will have total costs less than
zero, and therefore is an E.O. 14192 deregulatory action.
Executive Order 13132 (Federalism)
MARAD analyzed this rulemaking in accordance with the principles
and criteria contained in Executive Order 13132 (``Federalism'') and
has determined that it does not have sufficient Federalism implications
to warrant the preparation of a Federalism summary impact statement.
This rulemaking has no substantial effect on the States, or on the
current Federal-State relationship, or on the current distribution of
power and responsibilities among the various local officials. Nothing
in this document preempts any State law or regulation. Therefore, MARAD
did not consult with
[[Page 28516]]
State and local officials because it was not necessary.
Executive Order 13175 (Consultation and Coordination With Indian
Tribal Governments)
MARAD does not believe that this rulemaking will significantly or
uniquely affect the communities of Indian tribal governments when
analyzed under the principles and criteria contained in Executive Order
13175 (Consultation and Coordination with Indian Tribal Governments).
Therefore, the funding and consultation requirements of this Executive
Order do not apply.
Regulatory Flexibility Act
The Regulatory Flexibility Act of 1980 requires MARAD to assess
whether this rulemaking would have a significant economic impact on a
substantial number of small entities and to minimize any adverse
impact. The proposed rule would simplify and modernize the process for
establishing United States citizenship of corporations and other
business formations participating in MARAD programs. The proposed rule
would also eliminate the requirement to provide dates and places of
birth of corporate executives, directors, and stock owners as required
in the current form of affidavit of citizenship. Lastly, the proposed
rule would amend the form of affidavit with respect to publicly traded
entities by eliminating the requirement to provide certain information
regarding registered owners of stock, eliminate the notarization
requirement, and provide a simple and streamlined process for
recertification. MARAD certifies that this rulemaking will not have a
significant economic impact on a substantial number of small entities.
Privacy Impact Assessment
Section 522(a)(5) of the Transportation, Treasury, Independent
Agencies, and General Government Appropriations Act, 2005 (Pub. L. 108-
447, div. H, 118 Stat. 2809 at 3268) requires the Department of
Transportation and certain other federal agencies to conduct a privacy
impact assessment of each proposed rule that will affect the privacy of
individuals.
Unfunded Mandates Reform Act of 1995
The Unfunded Mandates Reform Act of 1995 requires Agencies to
evaluate whether an agency action would result in the expenditure by
State, local, and tribal governments, in the aggregate, or by the
private sector, of $206 million or more (as adjusted for inflation) in
any 1 year, and if so, to take steps to minimize these unfunded
mandates. This rulemaking will not impose unfunded mandates under the
Unfunded Mandates Reform Act of 1995. It will not result in costs of
$206 million or more to either State, local, or tribal governments, in
the aggregate, or to the private sector, and is the least burdensome
alternative that achieves the objectives of the rule.
Regulation Identifier Number (RIN)
A regulation identifier number (RIN) is assigned to each regulatory
action listed in the Unified Agenda of Federal Regulations. The
Regulatory Information Service Center publishes the Unified Agenda in
April and October of each year. The RIN number contained in the heading
of this document can be used to cross-reference this action with the
Unified Agenda.
Paperwork Reduction Act
The Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520) (PRA)
requires that DOT consider the impact of paperwork and other
information collection burdens imposed on the public. This proposed
rule would likely result in a reduction in the burden hours required
for information collection 2133-0012, Requirements for Establishing
U.S. Citizenship--46 CFR 355, because changes to the regulation will
shorten the time and effort to evidence citizenship for many first-time
applicants as well as those that must recertify. We expect that the
information collection requirement under this proposed rule would
reduce the ``hours per response'' from 5 hours to 4 hours resulting in
a 20% reduction in burden hours annually and having a net cost saving
of $24,756 annually across 550 respondents. We request comments on this
issue.
Notwithstanding any other provision of law, a person is not
required to respond to a collection of information by a federal agency
unless the collection displays a valid OMB control number.
List of Subjects in 46 CFR Part 355
Citizenship and naturalization, Maritime carriers, Reporting and
recordkeeping requirements.
For the reasons described in the preamble, MARAD proposes to revise
46 CFR part 355 to read as follows:
PART 355--REQUIREMENTS FOR ESTABLISHING UNITED STATES CITIZENSHIP
Sec.
355.1 General.
355.2 Evidencing U.S. citizenship; affidavit guide.
355.3 Criteria to be applied in support of stock data in affidavit.
355.4 Changes in citizenship data.
355.5 Additional material.
PART 355--REQUIREMENTS FOR ESTABLISHING UNITED STATES CITIZENSHIP
Authority: Secs. 2, 204, 39 Stat. 729, as amended, 49 Stat.
1987, as amended, 73 Stat. 597; 46 U.S.C. 50501, 50502.
Sec. 355.1 General.
(a) Under 46 U.S.C. 50501, no corporation is deemed to be a citizen
of the United States unless (1) it is organized under the laws of the
United States or of a State, Territory, District, or possession
thereof; (2) its president or other chief executive officer, and the
chairman of its board of directors are citizens of the United States,
and no more of its directors than a minority of the number necessary to
constitute a quorum are non-citizens; and (3) the controlling interest
therein is owned by citizens of the United States or, in the case of a
corporation operating any vessel in the coastwise trade, on the Great
Lakes, or inland lakes of the United States, 75 per centum of the
interest in such corporation is owned by citizens of the United States.
(b) As used in this regulation, the term primary corporation
includes, but not exclusively, participants in certain transactions or
programs under Title 46 of the U.S. Code, such as Owner Trustees and
certain vessel owners and contractors under 46 U.S.C. 53102 or Capital
Construction Fund holders under 46 U.S.C. 53501 et seq.
(c) To satisfy the statutory requirements, an Affidavit of U.S.
Citizenship of a primary corporation by one of its officers duly
authorized to execute such Affidavit, should be submitted. This
Affidavit should contain facts from which the corporation's citizenship
can be determined.
Sec. 355.2 Evidencing U.S. citizenship; affidavit guide.
(a) In order to establish that a corporation is a citizen of the
United States within the meaning of 46 U.S.C. 50501, as amended, the
form of affidavit to be used as a guide is hereby prescribed for
execution on behalf of the primary corporation and filing with an
application or, if required, subsequent filing within 30 days after the
annual meeting of the stockholders (if the primary corporation is a
wholly owned subsidiary and contrary to the bylaw provision does not
hold the annual meeting of stockholders, the subsequent filing should
be annually and related to the date of the original filing) as
[[Page 28517]]
evidence of the continuing U.S. citizenship of a filing entity:
Affidavit of U.S. Citizenship
(NAME OF CORPORATION)
State of ___)
) ss.:
County of ___)
I, (Name), of (Physical residence address, city, and state), being
duly sworn, depose and say:
1. That I am the (Title of office(s) held) of (Name of
Corporation), a corporation organized and existing under the laws of
the State of ___ (hereinafter called the ``Corporation''), with offices
at (Business address), in evidence of which incorporation a certified
copy of the Articles or Certificate of Incorporation (or Association)
is filed herewith (or has been filed) together with a certified copy of
the corporate Bylaws. [Evidence of continuing U.S. citizenship status,
including amendments to said Articles or Certificate and Bylaws, should
be filed within 30 days after the annual meeting of the stockholders or
annually, within 30 days after the original affidavit if there has been
no meeting of the stockholders prior to that time.];
2. That I am authorized by and on behalf of the Corporation to
execute and deliver this Affidavit of U.S. Citizenship;
3. That the names of the Chief Executive Officer, by whatever
title, Vice Presidents or other individuals who are authorized to act
in the absence or disability of the Chief Executive Officer, by
whatever title, the Chairman of the Board of Directors, and the
Directors of the Corporation are as follows:
Name Title Citizen of the United States
----------------------------------------------------------------------------------------------------------------
Name Title Yes/No
[Note: The foregoing list should include the officers, whether or
not they are also directors, and all directors, whether or not they are
also officers] and that each of said individuals is a citizen of the
United States by virtue of birth in the United States, birth abroad of
U.S. citizen parents, by naturalization, by naturalization during
minority through the naturalization of a parent, by marriage (if a
woman) to a U.S. citizen prior to September 22, 1922, or as otherwise
authorized by law, except (give name and nationality of all Non-Citizen
officers and directors, if any); however, the By-laws of the
Corporation provide that (Number) of the directors are necessary to
constitute a quorum; therefore, the alien directors named represent no
more than a minority of the number necessary to constitute a quorum;
[Select and complete the applicable paragraph 4 describing the
Corporation's stock ownership and strike inapplicable paragraphs 4]
4. Information as to stock, where a non-publicly traded Corporation
has 30 or more stockholders:
That I have access to the stock books and records of the
Corporation; that said stock books and records have been examined and
disclose (a) that, as of (Date), the Corporation had issued and
outstanding (Number) shares of (Class or series), the only class or
series of stock of the Corporation has issued and outstanding [if such
is the case], owned of record by (Number) stockholders, said number of
stockholders representing the ownership of the entire issued and
outstanding stock of the Corporation, and (b) that no stockholder owned
of record as of said date five per centum (5%) or more of the issued
and outstanding stock of the Corporation of any class. [If different
classes or series of stock exist, give the same information for each
class or series issued and outstanding, showing the monetary value and
voting rights per share in each class or series. If there is an
exception to the statement in clause (b), the name, address, and
citizenship of the stockholder and the amount and class or series of
stock owned should be stated.]
That the registered addresses of (Number) owners of record of
(Number) shares of the issued and outstanding (Class or series) stock
of the Corporation are shown on the stock books and records of the
Corporation as being within the United States, said ___ shares being
___ per centum (___%) of the total number of shares of said stock (each
class or series). [The exact figure as disclosed by the stock books of
the corporation must be given and the per centum figure must not be
less than 65 per centum, except that for a corporation operating a
vessel in the coastwise trade, the per centum figure must be not less
than 95 per centum. These per centum figures apply to corporate
stockholders as well as to the primary corporation.]
(The same statement should be made with reference to each class or
series of stock, if there is more than one class.)
4. Information as to stock, where Corporation's shares are publicly
traded on a U.S. stock exchange:
That the Corporation has diligently employed, administered, and
adhered to methods such as those identified at 46 CFR 355.3(d) to
monitor the Corporation's stock ownership.
[In the case of Corporation seeking to demonstrate controlling
interest ownership (greater than 50% U.S. Citizen ownership) use the
following]:
That, based on the foregoing, the percentage of shares of the
Corporation owned by U.S. citizens eligible to document vessels in
their own right is greater than 50 per centum.
[In the case of a Corporation seeking to demonstrate eligibility
for a coastwise endorsement (at least 75% U.S. ownership), use the
following]:
That, based on the foregoing, the percentage of shares of the
Corporation owned by U.S. citizens eligible to document vessels in
their own right is 75% or greater.
4. Information as to stock, where Corporation has less than 30
stockholders:
That the information as to stock ownership, upon which the
Corporation relies to establish that the required percentage \1\ of the
stock ownership is vested in Citizens of the United States, is as
follows:
---------------------------------------------------------------------------
\1\ 75% if Corporation is operating in the coastwise trade, on
the Great Lakes, or on bays, sounds, rivers, harbors, or inland
lakes of the United States; and controlling interest if Corporation
is operating solely in the foreign trade, both terms as defined in
46 U.S.C. 50501.
Name of Number of shares Percentage of shares
Stockholder owned (each class) owned (each class or series)
Name Number and Class Number and Class
----------------------------------------------------------------------------------------------------------------
[[Page 28518]]
and that each of said individual stockholders is a Citizen of the
United States by virtue of birth in the United States, birth abroad of
U.S. citizen parents, by naturalization during minority through the
naturalization of a parent, by marriage (if a woman) to a U.S. citizen
prior to September 22, 1922, or as otherwise authorized by law.
5. That the controlling interest (or 75% of the interest) \2\ in
(each) said Corporation, as established by the data hereinbefore set
forth, is owned by citizens of the United States; that the title to a
majority (or 75%) \2\ of the stock of (each) said Corporation is vested
in Citizens of the United States free from any trust or fiduciary
obligation in favor of any person not a citizen of the United States;
that such proportion of the voting power of (each) said Corporation is
vested in citizens of the United States; that through no contract or
understanding is it so arranged that the majority (or more than 25%)
\2\ of the voting power of (each) said Corporation may be exercised,
directly or indirectly, on behalf of any person who is not a Citizen of
the United States; and that by no means whatsoever, is control of
(each) said Corporation (or any interest in said Corporation in excess
of 25%) conferred upon or permitted to be exercised by any person who
is not a citizen of the United States; and
---------------------------------------------------------------------------
\2\ Strike inapplicable language.
---------------------------------------------------------------------------
6. That affiant has carefully examined this Affidavit and asserts
that all the statements and representations contained therein are true
to the best of their knowledge, information, and belief.
Dated:___
-----------------------------------------------------------------------
(Name and title of affiant)
Penalty for False Statement: A fine or imprisonment, or both, are
provided for violation of the proscriptions contained in 18 U.S.C. 1001
(see also, 18 U.S.C. 286, 287).
Sec. 355.3 Criteria to be applied in support of stock data in
affidavit.
(a) The same criteria should be observed in obtaining information
to be furnished for stockholders named (direct ownership of required
percentage of shares of stock of each class or series) in the Affidavit
as those observed for the primary corporation. If, on the other hand,
the ``fair inference rule'' is applied with respect to stock ownership
(see Collier Advertising Service, Inc. v. Hudson River Day Line, 14
Fed. Supp. 335), the extent of U.S. citizen ownership of stock should
be ascertained in the requisite percentage (65 percent for foreign
operation and 95 percent for coastwise operation) in order that the
veracity of the statutory statements made in the Affidavit (paragraph
5) may be relied upon by the Maritime Administration.
(b) When applying the fair inference rule (where there are more
than 30 stockholders, except where one or more of such number actually
owns the controlling or 75 percent interest) in order to prove U.S.
citizen ownership in the required percentages:
(1) for non-publicly traded corporations (i) for foreign operation,
65 percent of the shares of stock of each class or series must be shown
to be held by persons with registered addresses within the United
States to prove that 51 percent or controlling interest is vested in
citizens of the United States and (ii) for coastwise operation, 95
percent of the shares of stock of each class or series must be shown to
be held by persons having registered addresses within the United States
to prove that 75 percent of the interest in the corporation is vested
in citizens of the United States; and
(2) for publicly traded corporations (i) at least 95% of the stock
(each class) of the corporation be held directly or beneficially by
Persons having a U.S. address in order to infer at least 75% ownership
by U.S. Citizens, or (ii) at least 65% of the stock (each class) of the
corporation be held directly or beneficially by Persons having a U.S.
address in order to infer at least 51% ownership by U.S. Citizens; and
(3) For determining the requisite percentage of stockholders with
U.S. addresses, the corporation may rely on the methods outlined in
Sec. 355.3(d); and
(c) If the primary corporation is consecutively owned by several
``parent'' corporations (holders of 100 percent of the stock of each or
all classes or series of stock issued and outstanding), the facts
should be given in proper sequence either by chart or in narrative
form, revealing the facts of stock ownership. The information with
respect to the ultimate parent should include data relative to the
basis upon which controlling or 75 percent (depending upon whether the
primary corporation operates in the domestic or foreign commerce) is
established, together with the names of the owners of record or
beneficial owners of 5 percent or more of each class or series of
stock, if more than one class or series, and a statement that such
owners are citizens of the United States. In any case where different
classes or series of stock exist, each class or series will be treated
depending upon whether ``closely held'' or ``publicly held,''
individually in applying the fair inference rule, if applicable, or
giving the relevant information with respect to United States citizens
owning of record 51 percent or 75 percent of the interest.
(d) If the corporation is publicly traded, the corporation may
employ the following methods to measure, monitor, determine, and affirm
the required percentage U.S. citizen share ownership for the primary
corporation:
(1) Use of the Depository Trust Company segregated account (or
``SEG-100'') system;
(2) Monitoring SEC filings for 5% holders (Schedules 13D, 13G, Form
13F) and follow-up requests for information from filers;
(3) Use of protective provisions in organizational documents in
order to guard against and rectify the possibility of what are referred
to as excess shares;
(4) Communications with Non-Objecting Beneficial Owners (or
``NOBOs'');
(5) Geographic surveys or statistical analyses of shareholder
residences;
(6) Use of dual stock certificates; and
(7) Alternative methods upon written Maritime Administration
approval.
Sec. 355.4 Changes in citizenship data.
(a) It is incumbent upon the parties filing affidavits under this
part to apprise the Maritime Administration promptly in writing
relative to changes in data last furnished with respect to officers,
directors, and stockholders holding 5 percent or more of the issued and
outstanding stock of each class or series, together with statements
concerning the citizenship status thereof.
(b) If the information contained in a party's most recent affidavit
of citizenship filing has not changed materially, as an alternative to
submitting an annual affidavit of citizenship under this part, a party
may file a certification with the Maritime Administration. The
certification should be substantially in the following format:
``I, , [Title] of [Name of Corporation] (``Corporation''), being
duly authorized by the Corporation, certify to you that there have been
no changes to the ownership information contained in the Affidavit of
Citizenship filed with the Maritime Administration on [DATE].''
Sec. 355.5 Additional material.
If additional material is determined to be essential to clarify or
support the evidence of U.S. citizenship, such material must be
furnished by the primary corporation upon request by the Maritime
Administration.
[[Page 28519]]
(Authority: 46 U.S.C. 50501, 49 CFR 1.93(a))
* * * * *
By order of the Maritime Administration.
T. Mitchell Hudson, Jr.
Secretary, Maritime Administration.
[FR Doc. 2025-12102 Filed 6-27-25; 4:15 pm]
BILLING CODE 4910-81-P
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</html>Indexed from Federal Register on July 1, 2025.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.