Goto Section: 63.23 | 63.25 | Table of Contents
Revised as of October 1, 2019
Goto Year:2018 |
§ 63.24 Assignments and transfers of control.
(a) General. Except as otherwise provided in this section, an
international section 214 authorization may be assigned, or control of
such authorization may be transferred by the transfer of control of any
entity holding such authorization, to another party, whether
voluntarily or involuntarily, directly or indirectly, only upon
application to and prior approval by the Commission.
(b) Assignments. For purposes of this section, an assignment of an
authorization is a transaction in which the authorization is assigned
from one entity to another entity. Following an assignment, the
authorization is held by an entity other than the one to which it was
Note to paragraph (b): The sale of a customer base, or a portion of a
customer base, by a carrier to another carrier, is a sale of assets and
shall be treated as an assignment, which requires prior Commission
approval under this section.
(c) Transfers of control. For purposes of this section, a transfer of
control is a transaction in which the authorization remains held by the
same entity, but there is a change in the entity or entities that
control the authorization holder. A change from less than 50 percent
ownership to 50 percent or more ownership shall always be considered a
transfer of control. A change from 50 percent or more ownership to less
than 50 percent ownership shall always be considered a transfer of
control. In all other situations, whether the interest being
transferred is controlling must be determined on a case-by-case basis
with reference to the factors listed in Note to paragraph (c).
(d) Pro forma assignments and transfers of control. Transfers of
control or assignments that do not result in a change in the actual
controlling party are considered non-substantial or pro forma. Whether
there has been a change in the actual controlling party must be
determined on a case-by-case basis with reference to the factors listed
in Note 1 to this paragraph (d). The types of transactions listed in
Note 2 to this paragraph (d) shall be considered presumptively pro
forma and prior approval from the Commission need not be sought.
Note 1 to paragraph (d): Because the issue of control inherently
involves issues of fact, it must be determined on a case-by-case basis
and may vary with the circumstances presented by each case. The factors
relevant to a determination of control in addition to equity ownership
include, but are not limited to the following: power to constitute or
appoint more than fifty percent of the board of directors or
partnership management committee; authority to appoint, promote, demote
and fire senior executives that control the day-to-day activities of
the licensee; ability to play an integral role in major management
decisions of the licensee; authority to pay financial obligations,
including expenses arising out of operations; ability to receive monies
and profits from the facility's operations; and unfettered use of all
facilities and equipment.
Note 2 to paragraph (d): If a transaction is one of the types listed
further, the transaction is presumptively pro forma and prior approval
need not be sought. In all other cases, the relevant determination
shall be made on a case-by-case basis. Assignment from an individual or
individuals (including partnerships) to a corporation owned and
controlled by such individuals or partnerships without any substantial
change in their relative interests; Assignment from a corporation to
its individual stockholders without effecting any substantial change in
the disposition of their interests; Assignment or transfer by which
certain stockholders retire and the interest transferred is not a
controlling one; Corporate reorganization that involves no substantial
change in the beneficial ownership of the corporation (including
re-incorporation in a different jurisdiction or change in form of the
business entity); Assignment or transfer from a corporation to a wholly
owned direct or indirect subsidiary thereof or vice versa, or where
there is an assignment from a corporation to a corporation owned or
controlled by the assignor stockholders without substantial change in
their interests; or Assignment of less than a controlling interest in a
(e) Applications for substantial transactions. (1) In the case of an
assignment or transfer of control shall of an international section 214
authorization that is not pro forma, the proposed assignee or
transferee must apply to the Commission for authority prior to
consummation of the proposed assignment or transfer of control.
(2) The application shall include the information requested in
paragraphs (a) through (d) of § 63.18 for both the transferor/assignor
and the transferee/assignee. The information requested in paragraphs
(h) through (p) of § 63.18 is required only for the transferee/assignee.
At the beginning of the application, the applicant shall include a
narrative of the means by which the proposed transfer or assignment
will take place.
(3) The Commission reserves the right to request additional information
as to the particulars of the transaction to aid it in making its public
(4) An assignee or transferee must notify the Commission no later than
thirty (30) days after either consummation of the proposed assignment
or transfer of control, or a decision not to consummate the proposed
assignment or transfer of control. The notification shall identify the
file numbers under which the initial authorization and the
authorization of the assignment or transfer of control were granted.
(f) Notifications for non-substantial or pro forma transactions. (1) In
the case of a pro forma assignment or transfer of control, the section
214 authorization holder is not required to seek prior Commission
(2) A pro forma assignee or a carrier that is subject to a pro forma
transfer of control must file a notification with the Commission no
later than thirty (30) days after the assignment or transfer is
completed. The notification must contain the following:
(i) The information requested in paragraphs (a) through (d) and (h) of
§ 63.18 for the transferee/assignee;
(ii) A certification that the transfer of control or assignment was pro
forma and that, together with all previous pro forma transactions, does
not result in a change in the actual controlling party.
(3) A single notification may be filed for an assignment or transfer of
control of more than one authorization if each authorization is
identified by the file number under which it was granted.
(4) Upon release of a public notice granting a pro forma assignment or
transfer of control, petitions for reconsideration under § 1.106 of this
chapter or applications for review under § 1.115 of this chapter of the
Commission's rules may be filed within 30 days. Petitioner should
address why the assignment or transfer of control in question should
have been filed under paragraph (e) of this section rather than under
this paragraph (f).
(g) Involuntary assignments or transfers of control. In the case of an
involuntary assignment or transfer of control to: a bankruptcy trustee
appointed under involuntary bankruptcy; an independent receiver
appointed by a court of competent jurisdiction in a foreclosure action;
or, in the case of death or legal disability, to a person or entity
legally qualified to succeed the deceased or disabled person under the
laws of the place having jurisdiction over the estate involved; the
applicant must make the appropriate filing no later than 30 days after
the event causing the involuntary assignment or transfer of control.
(h) Subject to the availability of electronic forms, all applications
and notifications described in this section must be filed
electronically through the International Bureau Filing System (IBFS). A
list of forms that are available for electronic filing can be found on
the IBFS homepage. For information on electronic filing requirements,
see part 1, § § 1.1000 through 1.10018 of this chapter and the IBFS
homepage at http://www.fcc.gov/ibfs. See also § § 63.20 and 63.53.
[ 67 FR 45391 , July 9, 2002, as amended at 70 FR 38799 , July 6, 2005; 72 FR 54366 , Sept. 25, 2007]
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Goto Section: 63.23 | 63.25
Goto Year: 2018 |
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