ITAR Registration Renewal and Material Changes Guide and Checklist – Corporate / Commercial Law

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Any U.S. company that manufactures, exports or temporarily imports items or provides defense services that are controlled under the International Traffic in Arms Regulations (ITAR) is required to register with the Directorate of Defense Trade Controls (DDTC ) from the US Department of State and keep the current registration. Current in the context of ITAR, this not only means company information that is current at the time the registration is initially submitted, but the information in the registration must accurately reflect the current information of the registered company. at any time in the company’s timeline. When certain changes occur within the registered company, such as a change of control, merger or acquisition, or a change in management, these changes should be reported to the DDTC and the ITAR registration of the company should be put. up to date. At a minimum, the ITAR registration must be renewed annually.

This guide provides a summary and checklist of some common types of business changes that require notification to the DDTC and the steps that need to be taken to keep the ITAR registration up to date.

5 day material change notice

Written notification to the DDTC is required within 5 days when one of the trigger events below occurs:

  1. The registered company, parent company or any subsidiary or affiliate listed in the DS-2032 registration statement (ITAR registration); or
  2. Managing directors, presidents, vice-presidents, secretaries, partners, members or other senior or official officers of the registered company (such as comptroller, treasurer, general counsel) listed in the ITAR record;
    or
  3. Any member of the board of directors of the registered company or any member of the board of directors of the parent company, subsidiaries or affiliates listed in the ITAR record:

Triggering events:

  • A change to any of the following information contained in the ITAR record:
    • Name of the registered company;
    • Address of the registered business;
    • Legal organizational structure of the registered company;
    • Ownership or control of registered company (for changes in ownership or control in favor of a foreign person or entity, see additional instructions below);
    • The registered company establishes, acquires or transfers any US or foreign business
    • subsidiary or affiliated company engaged in the manufacture or export of defense articles or defense services; or,
    • The board of directors, senior management, partners or owners of the registered company; or,
  • Any of the business entities or persons listed above is accused, charged or convicted of violating any of the criminal laws listed in ITAR §120.27 United States Criminal Statutes; or
  • Any of the business entities or persons listed above violates a foreign criminal law on the export of defense articles when the conviction under that law carries a minimum prison term of more than 1 year; or
  • None of the business entities or persons listed above becomes ineligible to enter into a contract with, or to receive an export license or other approval to temporarily export or import any items or services controlled by ITAR from any US government agency. .

Checklist of actions required:

To create a material change notice:

  • Prepare a significant change notification letter to DDTC. The letter should be on company letterhead and signed by a senior executive.
    1. If the material change is due to a merger, acquisition or divestiture, please include:
      1. The new company name and all previous company names being disclosed; and,
      2. The ITAR registration number that will survive and any registration numbers that will be deleted (if applicable);
  • Determine if there will be any impact on existing ITAR licenses or agreements. If so, prepare a detailed list of all affected licenses or agreements and include this information in the material change notification letter.

Note: To modify existing licenses and ITAR agreements to reflect a US party name change, a specific type of notification to the DDTC is required called “General Correspondence”. Any license not identified on the DDTC list and in general correspondence will be deemed invalid by DDTC.

  • Material change notification letter

  • List of affected licenses or ITAR agreements

  • Amended articles of incorporation

  • Legal documentation (e.g. copy of indictment or judgment / conviction; letter of notice of suspension or exclusion)
  • Permanent residence card or US visa for all non-US people involved in the change
  • Liquidation or bankruptcy documents.

Change of control in favor of a foreign person or entity

In the event that ownership or control of a registered company needs to be transferred to a foreign person or entity, the DDTC should be notified.
at least 60 days before the proposed transfer or sale. (Note: You should also consider filing with the Committee on Foreign Investments in the United States the “CFIUS” or contacting CFIUS legal counsel. It is important to note that certain filings with CFIUS are required).

Checklist of actions required:

  • Prepare a letter to the DDTC explaining the impending transfer to a foreign person or entity. The letter must be on company letterhead and must be signed by a senior executive.
  • Send the signed letter by registered mail to the DDTC.

Note: Following the COVID-19 pandemic, the DDTC has put in place a new mechanism to electronically submit 60-day advance notifications regarding foreign acquisitions by ITAR registrants. These notifications and documents can be emailed to [email protected]

  • In 5 days From the effective date of the change of control, meet the 5-day material change notice requirements listed above.

Annual renewal of registration

ITAR registration is valid for one year from the date of issue. Registration must be renewed annually if a company engages in the manufacture, export or temporary importation of ITAR Controlled Items or provides ITAR Controlled Defense Services. The DDTC says its review of the ITAR registration renewal typically takes 30-45 days, so it is imperative to submit the annual ITAR registration renewal as soon as possible within the 60-day window.

  • Checklist of actions required:
    1. If the material change is due to a merger, acquisition or divestiture, please include:
      1. The new company name and all previous company names being disclosed; and,
      2. The ITAR registration number that will survive and any registration numbers that will be deleted (if applicable);
    2. In the recording, go to tab 2 and select “Edit”.
    3. Select the appropriate material change type (s) from the drop-down menu.
    4. Make the changes applicable to the recording in the different tabs of DECCS.
  • Log in to the company’s ITAR record registered in DECCS.
    1. Select “Renew” on the DECCS dashboard to begin the renewal process. Note: “Renew” will only be visible
      within 90 days of the expiration date of the registration, but you cannot officially submit the Renewal within 60 days of the expiration of the registration.
    2. Review and validate the information in all fields starting with block 1.
      1. For material changes to registration information, follow the 5-day material change notice instructions above.
      2. For any non-material change (any change other than those listed in the 5-day material change notice instructions above), update the applicable fields. Some examples of non-material changes are the change of address of a branch or affiliate or the addition or removal of USML categories that correspond to the products or services controlled by the registered company’s ITAR.
    3. Once completed, the registration submission must be reviewed, signed and submitted by a senior officer authorized in DECCS to sign the registration.

Once the renewal of registration is approved, payment of the annual registration fee is required. Payment can be made in DECCS.

This guide highlights common change scenarios for ITAR registration; however, it is not exhaustive. For additional advice regarding business changes that affect ITAR registration, contact the attorneys and advisers of Torres Law, PLLC.

The content of this article is intended to provide a general guide on the subject. Specialist advice should be sought regarding your particular situation.


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