Rule2026-11269
Establishing United States Citizenship for MARAD Program Participation; Simplifying the Application Process
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
June 4, 2026
Effective
June 4, 2026
Issuing agencies
Transportation DepartmentMaritime Administration
Abstract
On July 1, 2025, MARAD published a Notice of Proposed Rulemaking (NPRM), titled "How to Best Evidence Corporate Citizenship: Policy and Regulatory Review," soliciting public comment on actions MARAD could take to improve the process for evidencing U.S. citizenship. The final rule will 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 final rule will 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 final rule will also amend the form of affidavit with respect to entities that are publicly traded 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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[Federal Register Volume 91, Number 107 (Thursday, June 4, 2026)]
[Rules and Regulations]
[Pages 33635-33640]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-11269]
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DEPARTMENT OF TRANSPORTATION
Maritime Administration
46 CFR Part 355
[Docket Number MARAD-2025-0087]
RIN 2133-AB90
Establishing United States Citizenship for MARAD Program
Participation; Simplifying the Application Process
AGENCY: Maritime Administration (MARAD), U.S. Department of
Transportation (DOT).
ACTION: Final rule.
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SUMMARY: On July 1, 2025, MARAD published a Notice of Proposed
Rulemaking (NPRM), titled ``How to Best Evidence Corporate Citizenship:
Policy and Regulatory Review,'' soliciting public comment on actions
MARAD could take to improve the process for evidencing U.S.
citizenship. The final rule will 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 final rule will 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 final rule will also amend the form of affidavit with
respect to entities that are publicly traded 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: This final rule is effective on June 4, 2026.
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#0c41656f646d6960225c796f6f654c686378226b637a"><span class="__cf_email__" data-cfemail="3f72565c575e5a53116f4a5c5c567f5b504b11585049">[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 U.S. 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
This final 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>.
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>.
Background
On July 1, 2025, MARAD published a Notice of Proposed Rulemaking
(NPRM), titled ``How to Best Evidence Corporate Citizenship: Policy and
Regulatory Review,'' soliciting public comment on actions MARAD could
take to simplify and modernize the process for evidencing U.S.
citizenship (90 FR 28513). Previously, on May 1, 2019, MARAD published
an Advanced Notice of Proposed Rulemaking (ANPRM), titled ``How to Best
Evidence Corporate Citizenship: Policy and Regulatory Review'' (84 FR
18468) soliciting public
[[Page 33636]]
comment seeking the same information and whether MARAD should revise
its regulations.
MARAD received comments to the original ANPRM, but the only comment
received to the NPRM was outside the scope of this rulemaking and is
therefore not addressed in the discussion below. MARAD developed this
final rule by incorporating many of the comments and recommendations
received in response to the ANPRM.
Discussion of Comments Received
In response to the agency's ANPRM seeking 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 will retain
the authority to request that information from submitting parties. The
final rule's 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 will 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. Section 355.4(b) of the final
rule will include 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 U.S.
Coast Guard (USCG) 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 USCG'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 in USCG's November 2012 Notice
is the basis for MARAD's 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 will harmonize the agencies' approaches to
evidencing citizenship. Section 355.3(d) will 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 recommended 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
corporations that are publicly traded, must be updated because it
relies upon stock records that are no longer controlled by the issuing
corporation since the advent of electronic trading. The final rule
reflects 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, 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 recommended that MARAD review methods adopted by other
Federal agencies for establishing U.S.-citizen citizenship.
MARAD agrees. The rule is 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). The final rule will afford submitters flexibility in
selecting the methods they use to determine ownership while maintaining
compliance with annual filing requirements.
4. The MLA recommended 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.
Considering 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 final rule will now
include participation in the SEG-100 system as an acceptable method for
maintaining and evidencing U.S. ownership. The final rule does not make
participation in SEG-100 mandatory.
5. The MLA recommended that MARAD, in coordination with USCG, 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. The final
rule includes an option for submitting compliance methods for MARAD
review and approval. As noted above, MARAD's rule is intended to
harmonize its compliance procedures with the guidance from USCG's
November 2012 notice. Upon request from submitters, MARAD will share
such determinations with USCG.
The final rule adopts the changes described above and updates
statutory
[[Page 33637]]
authorities, which have changed since the current rule was published on
July 18, 1970.
Rulemaking Analysis and Notices
Executive Orders 12866
Executive Order (E.O.) 12866 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 entities that are publicly traded 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 was therefore 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
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
MARAD analyzed this rulemaking in accordance with the principles
and criteria contained in Executive Order 13132 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 State and local officials and did not prepare a federalism
summary impact statement.
Executive Order 13175
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 E.O. 13175.
Therefore, the funding and consultation requirements of this Executive
Order do not apply.
Regulatory Flexibility Act
Pursuant to the Regulatory Flexibility Act (5 U.S.C. 601 et seq.,
as amended by the Small Business Regulatory Enforcement Fairness Act
(SBREFA) of 1996), whenever an agency is required to publish a notice
of proposed rulemaking or final rule, the agency must prepare and make
available for public comment a regulatory flexibility analysis that
describes the effect of the rule on small entities (i.e., small
businesses, small organizations and small governmental jurisdictions),
unless the head of the agency certifies the rule will not have a
significant economic impact on a substantial number of small entities.
Agencies must also provide a statement of the factual basis for this
certification.
For the following reasons, the Maritime Administrator certifies
that this rulemaking action would not have a significant economic
impact on a substantial number of small entities. The rule simplifies
and modernizes the process for establishing United States citizenship
of corporations and other business formations participating in MARAD
programs. The rule also eliminates 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 final
rule also amends the form of affidavit with respect to entities that
are publicly traded 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.
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 DOT and certain other
Federal agencies to conduct a privacy impact assessment of each
proposed rule that will affect the privacy of individuals. This
rulemaking, which only eliminates the requirement to provide dates and
places of birth of corporate executives, directors and stockholders,
eliminates certain information regarding registered owners of stock,
and the notarization requirement, does not result in personally
identifiable information (PII) being collected or maintained in a
Government-run website or IT system. Therefore, MARAD did not conduct a
Privacy Impact Assessment.
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 $212 million or more (as adjusted for inflation, in
2026) 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 $212 million or more to either State, local, or Tribal
governments, in the aggregate, or to the private sector, so the
analytical requirements of the UMRA do not apply. The rule is the least
burdensome alternative that achieves MARAD's stated objectives for the
rule.
National Environmental Policy Act
Pursuant to 49 CFR 1.81, the Secretary has delegated the
``functions'' under NEPA to the Administrators ``as they relate to the
matters within the primary responsibility of each Operating
Administration.'' MARAD has determined that this proposed rule is
categorically excluded pursuant to DOT Order 5610.1D, subpart C,
section (e)(3). A categorical exclusion (CE) is an action identified in
an agency's NEPA procedures that does not normally have a significant
impact on the environment and therefore does not require either an
environmental assessment (EA) or environmental impact statement (EIS).
See DOT Order 5610.1D, section 9. In analyzing the applicability of a
CE, the agency must also consider whether extraordinary circumstances
are present that would warrant the preparation of an EA or EIS. Id. at
section 9(b). MARAD may utilize its own CEs, in addition to CEs listed
in DOT Order 5610.1D Appendix A or another Operating Administration's
CEs, using the procedures described in DOT Order 5610.1D, section 9,
and subpart C, section (e). This rulemaking, Establishing United States
Citizenship for MARAD Program Participation; Simplifying the
Application Process, is categorically excluded pursuant to DOT Order
5610.1D, subpart C, section (e)(3): ``Internal orders and procedures
not required to be published in the Federal
[[Page 33638]]
Register, promulgation of rules, regulations, directives, and
amendments thereto which do not require a regulatory impact analysis
under section 3 or do not have a potential to cause a significant
impact on the environment . . .'' MARAD does not anticipate any
environmental impacts, and there are no extraordinary circumstances
present in connection with this rulemaking.
Regulation Identifier Number
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 final rule
will 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 rule will reduce the
``hours per response'' from five hours to four hours resulting in a 20
percent reduction in burden hours annually and having a net cost saving
of $24,756 annually across 550 respondents.
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 is revising 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: 46 U.S.C. 50501, 50502; secs. 2, 204, Public Law 64-
260, 39 Stat. 729, as amended, Public Law 74-835, 49 Stat. 1987, as
amended, Public Law 86-327, 73 Stat. 597.
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 part, 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.
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 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:
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Name Title Citizen of the United States
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Name Title Yes/No
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[[Page 33639]]
[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 percent) 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 (___ percent) 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 percent 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 percent 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 percent 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:
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\1\ 75 percent 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.
----------------------------------------------------------------------------------------------------------------
Percentage of shares owned (each
Name of Stockholder Number of shares owned (each class) class or series)
----------------------------------------------------------------------------------------------------------------
Name Number and Class Number and Class
----------------------------------------------------------------------------------------------------------------
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 percent 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 percent) 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 percent) 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 percent) conferred upon or permitted to be exercised by
any person who is not a citizen of the United States; and
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\2\ Strike inapplicable language.
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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)
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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
[[Page 33640]]
(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) (see Sec. 355.2) may be
relied upon by the Maritime Administration (MARAD).
(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 percent 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 percent ownership by U.S.
Citizens; or
(ii) At least 65 percent 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 percent 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
paragraph (d) of this section; 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 percent 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 MARAD approval.
Sec. 355.4 Changes in citizenship data.
(a) It is incumbent upon the party filing an affidavit under this
part to apprise MARAD 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 MARAD. 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 MARAD.
(Authority: 46 U.S.C. 50501, 49 CFR 1.93(a))
By Order of the Maritime Administrator.
T. Mitchell Hudson, Jr.,
Secretary, Maritime Administration.
[FR Doc. 2026-11269 Filed 6-3-26; 8:45 am]
BILLING CODE 4910-81-P
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</html>Indexed from Federal Register on June 4, 2026.
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.