§ 1.991   Contents of petitions for declaratory ruling under the Communications
Act of 1934.

   The  petition  for  declaratory ruling required by § 1.990(a)(1) and/or
   § 1.990(a)(2) shall contain the following information:

   (a) With respect to each petitioning applicant or licensee, provide its
   name; FCC Registration Number (FRN); mailing address; place of organization;
   telephone number; facsimile number (if available); electronic mail address
   (if  available);  type  of  business  organization (e.g., corporation,
   unincorporated association, trust, general partnership, limited partnership,
   limited  liability company, trust, other (include description of legal
   entity)); name and title of officer certifying to the information contained
   in the petition.

   (b) If the petitioning applicant or licensee is represented by a third party
   (e.g., legal counsel), specify that individual's name, the name of the firm
   or company, mailing address and telephone number/electronic mail address.

   (c)(1) For each named licensee, list the type(s) of radio service authorized
   (e.g., cellular radio telephone service; microwave radio service; mobile
   satellite service; aeronautical fixed service).

   (2) If the petition is filed in connection with an application for a radio
   station license or a spectrum leasing arrangement, or an application to
   acquire a license or spectrum leasing arrangement by assignment or transfer
   of control, specify for each named applicant:

   (i) The File No(s). of the associated application(s), if available at the
   time the petition is filed; otherwise, specify the anticipated filing date
   for each application; and

   (ii)  The type(s) of radio services covered by each application (e.g.,
   cellular radio telephone service; microwave radio service; mobile satellite
   service; aeronautical fixed service).

   (d) With respect to each petitioner, include a statement as to whether the
   petitioner is requesting a declaratory ruling under § 1.990(a)(1) and/or
   § 1.990(a)(2).

   (e)(1)  Direct  U.S.  or foreign interests of ten percent or more or a
   controlling interest. With respect to petitions filed under § 1.990(a)(1),
   provide the name of any individual or entity that holds, or would hold,
   directly 10 percent or more of the equity interests and/or voting interests,
   or a controlling interest, in the controlling U.S. parent of the petitioning
   common carrier or aeronautical radio station applicant(s) or licensee(s) as
   specified in paragraphs (e)(1)(i) through (e)(4)(iv) of this section.

   (2) Direct U.S or foreign interests of ten percent or more or a controlling
   interest. With respect to petitions filed under § 1.990(a)(2), provide the
   name of any individual or entity that holds, or would hold, directly 10
   percent  or more of the equity interests and/or voting interests, or a
   controlling  interest, in each petitioning common carrier applicant or
   licensee as specified in paragraphs (e)(1)(i) through (e)(4)(ii) of this
   section.

   (3) Where no individual or entity holds, or would hold, directly 10 percent
   or more of the equity interests and/or voting interests, or a controlling
   interest,  in  the  controlling U.S. parent (for petitions filed under
   § 1.990(a)(1)) or in the applicant or licensee (for petitions filed under
   § 1.990(a)(2)), the petition shall state that no individual or entity holds
   or would hold directly 10 percent or more of the equity interests and/or
   voting interests, or a controlling interest, in the U.S. parent, applicant
   or licensee.

   (4)(i) Where a named U.S. parent, applicant, or licensee is organized as a
   corporation, provide the name of any individual or entity that holds, or
   would hold, 10 percent or more of the outstanding capital stock and/or
   voting stock, or a controlling interest.

   (ii) Where a named U.S. parent, applicant, or licensee is organized as a
   general partnership, provide the names of the partnership's constituent
   general partners.

   (iii) Where a named U.S. parent, applicant, or licensee is organized as a
   limited partnership or limited liability partnership, provide the name(s) of
   the  general  partner(s)  (in  the case of a limited partnership), any
   uninsulated partner(s), and any insulated partner(s) with an equity interest
   in the partnership of at least 10 percent (calculated according to the
   percentage of the partner's capital contribution). With respect to each
   named partner (other than a named general partner), the petitioner shall
   state whether the partnership interest is insulated or uninsulated, based on
   the insulation criteria specified in § 1.993.

   (iv) Where a named U.S. parent, applicant, or licensee is organized as a
   limited liability company, provide the name(s) of each uninsulated member,
   regardless of its equity interest, any insulated member with an equity
   interest of at least 10 percent (calculated according to the percentage of
   its capital contribution), and any non-equity manager(s). With respect to
   each  named member, the petitioner shall state whether the interest is
   insulated or uninsulated, based on the insulation criteria specified in
   § 1.993, and whether the member is a manager.

   Note to paragraph (e): The Commission presumes that a general partner of a
   general partnership or limited partnership has a controlling interest in the
   partnership. A general partner shall in all cases be deemed to hold an
   uninsulated interest in the partnership.

   (f)(1)  Indirect  U.S or foreign interests of ten percent or more or a
   controlling interest. With respect to petitions filed under § 1.990(a)(1),
   provide the name of any individual or entity that holds, or would hold,
   indirectly, through one or more intervening entities, 10 percent or more of
   the equity interests and/or voting interests, or a controlling interest, in
   the  controlling  U.S.  parent  of  the  petitioning common carrier or
   aeronautical radio station applicant(s) or licensee(s). Equity interests and
   voting interests held indirectly shall be calculated in accordance with the
   principles set forth in § 1.992.

   (2)  Indirect  U.S  or  foreign  interests of ten percent or more or a
   controlling interest. With respect to petitions filed under § 1.990(a)(2),
   provide the name of any individual or entity that holds, or would hold,
   indirectly, through one or more intervening entities, 10 percent or more of
   the equity interests and/or voting interests, or a controlling interest, in
   the petitioning common carrier radio station applicant(s) or licensee(s).
   Equity interests and voting interests held indirectly shall be calculated in
   accordance with the principles set forth in § 1.992.

   (3)  Where no individual or entity holds, or would hold, indirectly 10
   percent  or more of the equity interests and/or voting interests, or a
   controlling interest, in the controlling U.S. parent (for petitions filed
   under § 1.990(a)(1)) or in the petitioning applicant(s) or licensee(s) (for
   petitions filed under § 1.990(a)(2)), the petition shall specify that no
   individual or entity holds indirectly 10 percent or more of the equity
   interests and/or voting interests, or a controlling interest, in the U.S.
   parent, applicant(s), or licensee(s).

   Note to paragraph (f): The Commission presumes that a general partner of a
   general partnership or limited partnership has a controlling interest in the
   partnership. A general partner shall in all cases be deemed to hold an
   uninsulated interest in the partnership.

   (g) For each 10 percent interest holder named in response to paragraphs (e)
   and (f) of this section, specify the equity interest held and the voting
   interest  held  (each  to  the nearest one percent); in the case of an
   individual,  his  or  her  citizenship;  and in the case of a business
   organization, its place of organization, type of business organization
   (e.g., corporation, unincorporated association, trust, general partnership,
   limited  partnership, limited liability company, trust, other (include
   description of legal entity)), and principal business(es).

   (h)(1) Estimate of aggregate foreign ownership. For petitions filed under
   § 1.990(a)(1), attach an exhibit that provides a percentage estimate of the
   controlling U.S. parent's aggregate direct and/or indirect foreign equity
   interests and its aggregate direct and/or indirect foreign voting interests.
   For petitions filed under § 1.990(a)(2), attach an exhibit that provides a
   percentage estimate of the aggregate foreign equity interests and aggregate
   foreign voting interests held directly in the petitioning applicant(s)
   and/or licensee(s), if any, and the aggregate foreign equity interests and
   aggregate  foreign voting interests held indirectly in the petitioning
   applicant(s) and/or licensee(s). The exhibit required by this paragraph must
   also provide a general description of the methods used to determine the
   percentages; and a statement addressing the circumstances that prompted the
   filing of the petition and demonstrating that the public interest would be
   served by grant of the petition.

   (2) Ownership and control structure. Attach an exhibit that describes the
   ownership and control structure of the applicant(s) and/or licensee(s) that
   are  the  subject  of the petition, including an ownership diagram and
   identification of the real party-in-interest disclosed in any companion
   applications. The ownership diagram should illustrate the petitioner's
   vertical ownership structure, including the controlling U.S. parent named in
   the petition (for petitions filed under § 1.990(a)(1)) and the direct and
   indirect ownership (equity and voting) interests held by the individual(s)
   and/or entity(ies) named in response to paragraphs (e) and (f) of this
   section. Each such individual or entity shall be depicted in the ownership
   diagram and all controlling interests labeled as such. Where the petition
   includes multiple petitioners, the ownership of all petitioners may be
   depicted in a single ownership diagram or in multiple diagrams.

   (i) Requests for specific approval. Provide, as required or permitted by
   this paragraph, the name of each foreign individual and/or entity for which
   each petitioner requests specific approval, if any, and the respective
   percentages of equity and/or voting interests (to the nearest one percent)
   that each such foreign individual or entity holds, or would hold, directly
   and/or indirectly, in the controlling U.S. parent of the petitioning common
   carrier  or aeronautical radio station applicant(s) or licensee(s) for
   petitions filed under § 1.990(a)(1), and in each petitioning common carrier
   applicant or licensee for petitions filed under § 1.990(a)(2).

   (1) Each petitioning common carrier or aeronautical radio station applicant
   or licensee filing under § 1.990(a)(1) shall identify and request specific
   approval for any foreign individual, entity, or group of such individuals or
   entities that holds, or would hold, directly and/or indirectly, more than 5
   percent of the equity and/or voting interests, or a controlling interest, in
   the petitioner's controlling U.S. parent unless the foreign investment is
   exempt under paragraph (i)(3) of this section. Equity and voting interests
   shall  be  calculated  in  accordance with the principles set forth in
   paragraphs (e) and (f) of this section and in § 1.992.

   (2) Each petitioning common carrier radio station applicant or licensee
   filing under § 1.990(a)(2) shall identify and request specific approval for
   any foreign individual, entity, or group of such individuals or entities
   that holds, or would hold, directly, and/or indirectly through one or more
   intervening U.S.-organized entities that do not control the applicant or
   licensee, more than 5 percent of the equity and/or voting interests in the
   applicant  or  licensee  unless the foreign investment is exempt under
   paragraph (i)(3) of this section. Equity and voting interests shall be
   calculated in accordance with the principles set forth in paragraphs (e) and
   (f) of this section and in § 1.992.

   :Note to paragraphs (i)(1) and (2): Two or more individuals or entities will
   be  treated as a “group” when they have agreed to act together for the
   purpose of acquiring, holding, voting, or disposing of their equity and/or
   voting interests in the licensee and/or controlling U.S. parent of the
   licensee  or in any intermediate company(ies) through which any of the
   individuals  or  entities  holds  its interests in the licensee and/or
   controlling U.S. parent of the licensee.

   (3) A foreign investment is exempt from the specific approval requirements
   of paragraphs (i)(1) and (2) of this section where:

   (i) The foreign individual or entity holds, or would hold, directly and/or
   indirectly, no more than 10 percent of the equity and/or voting interests of
   the U.S. parent (for petitions filed under § 1.990(a)(1)) or the petitioning
   applicant or licensee (for petitions filed under § 1.990(a)(2)); and

   (ii) The foreign individual or entity does not hold, and would not hold, a
   controlling interest in the petitioner or any controlling parent company,
   does not plan or intend to change or influence control of the petitioner or
   any  controlling  parent company, does not possess or develop any such
   purpose, and does not take any action having such purpose or effect. The
   Commission will presume, in the absence of evidence to the contrary, that
   the  following interests satisfy this criterion for exemption from the
   specific approval requirements in paragraphs (i)(1) and (i)(2) of this
   section:

   (A) Where the relevant licensee, controlling U.S. parent, or entity holding
   a direct or indirect equity and/or voting interest in the licensee or U.S.
   parent is a “public company,” as defined in § 1.990(d)(9), provided that the
   foreign holder is an institutional investor that is eligible to report its
   beneficial ownership interests in the company's voting, equity securities in
   excess of 5 percent (not to exceed 10 percent) pursuant to Exchange Act Rule
   13d-1(b), 17 CFR 240.13d-1(b), or a substantially comparable foreign law or
   regulation. This presumption shall not apply if the foreign individual,
   entity or group holding such interests is obligated to report its holdings
   in the company pursuant to Exchange Act Rule 13d-1(a), 17 CFR 240.13d-1(a),
   or a substantially comparable foreign law or regulation.

   Example. Common carrier applicant (“Applicant”) is preparing a petition for
   declaratory ruling to request Commission approval for foreign ownership of
   its controlling, U.S.-organized parent (“U.S. Parent”) to exceed the 25
   percent  benchmark in section 310(b)(4) of the Act. Applicant does not
   currently hold any FCC licenses. Shares of U.S. Parent trade publicly on the
   New York Stock Exchange. Based on a shareholder survey and a review of its
   shareholder records, U.S. Parent has determined that its aggregate foreign
   ownership on any given day may exceed an aggregate 25 percent, including a
   six percent common stock interest held by a foreign-organized mutual fund
   (“Foreign  Fund”).  U.S. Parent has confirmed that Foreign Fund is not
   currently required to report its interest pursuant to Exchange Act Rule
   13d-1(a) and instead is eligible to report its interest pursuant to Exchange
   Act Rule 13d-1(b). U.S. Parent also has confirmed that Foreign Fund does not
   hold any other interests in U.S. Parent's equity securities, whether of a
   class of voting or non-voting securities. Applicant may, but is not required
   to, request specific approval of Foreign Fund's six percent interest in U.S.
   Parent.

   Note to paragraph (i)(3)(ii)(A): Where an institutional investor holds
   voting, equity securities that are subject to reporting under Exchange Act
   Rule 13d-1, 17 CFR 240.13d-1, or a substantially comparable foreign law or
   regulation, and equity securities that are not subject to such reporting the
   investor's total capital stock interests may be aggregated and treated as
   exempt from the 5 percent specific approval requirement in paragraphs (i)(1)
   and (2) of this section so long as the aggregate amount of the institutional
   investor's holdings does not exceed ten percent of the company's total
   capital stock or voting rights and the investor is eligible to certify under
   Exchange  Act  Rule  13d-1(b), 17 CFR 240.13d-1(b), or a substantially
   comparable foreign law or regulation that it has acquired its capital stock
   interests in the ordinary course of business and not with the purpose nor
   with the effect of changing or influencing the control of the company. In
   calculating foreign equity and voting interests, the Commission does not
   consider convertible interests such as options, warrants and convertible
   debentures until converted, unless specifically requested by the petitioner,
   i.e., where the petitioner is requesting approval so those rights can be
   exercised in a particular case without further Commission approval.

   (B) Where the relevant licensee, controlling U.S. parent, or entity holding
   a direct and/or indirect equity and/or voting interest in the licensee or
   U.S. parent is a “privately held” corporation, as defined in § 1.990(d)(8),
   provided  that a shareholders' agreement, or similar voting agreement,
   prohibits  the  foreign  holder from becoming actively involved in the
   management or operation of the corporation and limits the foreign holder's
   voting and consent rights, if any, to the minority shareholder protections
   listed in paragraph (i)(5) of this section.

   (C) Where the relevant licensee, controlling U.S. parent, or entity holding
   a direct and/or indirect equity and/or voting interest in the licensee or
   U.S.  parent  is  “privately held,” as defined in § 1.990(d)(8), and is
   organized as a limited partnership, limited liability company (“LLC”), or
   limited liability partnership (“LLP”), provided that the foreign holder is
   “insulated” in accordance with the criteria specified in § 1.993.

   (4) A petitioner may, but is not required to, request specific approval for
   any other foreign individual or entity that holds, or would hold, a direct
   and/or indirect equity and/or voting interest in the controlling U.S. parent
   (for petitions filed under § 1.990(a)(1)) or in the petitioning applicant or
   licensee (for petitions filed under § 1.990(a)(2)).

   (5)  The  minority  shareholder  protections  referenced  in paragraph
   (i)(3)(ii)(B) of this section consist of the following rights:

   (i) The power to prevent the sale or pledge of all or substantially all of
   the  assets of the corporation or a voluntary filing for bankruptcy or
   liquidation;

   (ii) The power to prevent the corporation from entering into contracts with
   majority shareholders or their affiliates;

   (iii) The power to prevent the corporation from guaranteeing the obligations
   of majority shareholders or their affiliates;

   (iv) The power to purchase an additional interest in the corporation to
   prevent the dilution of the shareholder's pro rata interest in the event
   that the corporation issues additional instruments conveying shares in the
   company;

   (v) The power to prevent the change of existing legal rights or preferences
   of the shareholders, as provided in the charter, by-laws or other operative
   governance documents;

   (vi) The power to prevent the amendment of the charter, by-laws or other
   operative governance documents of the company with respect to the matters
   described in paragraphs (i)(5)(i) through (v) of this section.

   (6) The Commission reserves the right to consider, on a case-by-case basis,
   whether voting or consent rights over matters other than those listed in
   paragraph (i)(5) of this section shall be considered permissible minority
   shareholder protections in a particular case.

   (j) For each foreign individual or entity named in response to paragraph (i)
   of this section, provide the following information:

   (1) In the case of an individual, his or her citizenship and principal
   business(es);

   (2) In the case of a business organization:

   (i)  Its  place  of organization, type of business organization (e.g.,
   corporation, unincorporated association, trust, general partnership, limited
   partnership, limited liability company, trust, other (include description of
   legal entity)), and principal business(es);

   (ii)  The  name of any individual or entity that holds, or would hold,
   directly and/or indirectly, through one or more intervening entities, 10
   percent  or more of the equity interests and/or voting interests, or a
   controlling  interest,  in the foreign entity for which the petitioner
   requests specific approval. Specify for each such interest holder, his or
   her  citizenship (for individuals) or place of legal organization (for
   entities). Equity interests and voting interests held indirectly shall be
   calculated in accordance with the principles set forth in § 1.992.

   (iii) Where no individual or entity holds, or would hold, directly and/or
   indirectly,  10  percent or more of the equity interests and/or voting
   interests, or a controlling interest, the petition shall specify that no
   individual or entity holds, or would hold, directly and/or indirectly, 10
   percent  or more of the equity interests and/or voting interests, or a
   controlling  interest,  in the foreign entity for which the petitioner
   requests specific approval.

   (k) Requests for advance approval. The petitioner may, but is not required
   to, request advance approval in its petition for any foreign individual or
   entity named in response to paragraph (i) of this section to increase its
   direct and/or indirect equity and/or voting interests in the controlling
   U.S. parent of the common carrier or aeronautical radio station licensee,
   for  petitions  filed under § 1.990(a)(1), and/or in the common carrier
   licensee, for petitions filed under § 1.990(a)(2), above the percentages
   specified in response to paragraph (i) of this section. Requests for advance
   approval shall be made as follows:

   (1) Petitions filed under § 1.990(a)(1). Where a foreign individual or entity
   named in response to paragraph (i) of this section holds, or would hold upon
   consummation of any transactions described in the petition, a de jure or de
   facto controlling interest in the controlling U.S. parent, the petitioner
   may request advance approval in its petition for the foreign individual or
   entity to increase its interests, at some future time, up to any amount,
   including 100 percent of the direct and/or indirect equity and/or voting
   interests in the U.S. parent. The petitioner shall specify for the named
   controlling foreign individual(s) or entity(ies) the maximum percentages of
   equity and/or voting interests for which advance approval is sought or, in
   lieu  of a specific amount, state that the petitioner requests advance
   approval for the named controlling foreign individual or entity to increase
   its interests up to and including 100 percent of the U.S. parent's direct
   and/or indirect equity and/or voting interests.

   (2) Petitions filed under § 1.990(a)(1) and/or § 1.990(a)(2). Where a foreign
   individual or entity named in response to paragraph (i) of this section
   holds, or would hold upon consummation of any transactions described in the
   petition, a non-controlling interest in the controlling U.S. parent of the
   licensee, for petitions filed under § 1.990(a)(1), or in the licensee, for
   petitions filed under § 1.990(a)(2), the petitioner may request advance
   approval in its petition for the foreign individual or entity to increase
   its interests, at some future time, up to any non-controlling amount not to
   exceed 49.99 percent. The petitioner shall specify for the named foreign
   individual(s) or entity(ies) the maximum percentages of equity and/or voting
   interests for which advance approval is sought or, in lieu of a specific
   amount, shall state that the petitioner requests advance approval for the
   named foreign individual(s) or entity(ies) to increase their interests up to
   and including a non-controlling 49.99 percent equity and/or voting interest
   in  the  licensee,  for  petitions filed under § 1.990(a)(2), or in the
   controlling  U.S.  parent  of  the licensee, for petitions filed under
   § 1.990(a)(1).

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