3158 Federal Register / Vol. 85, No. 12 / Friday, January 17, 2020 / Rules and Regulations 

DEPARTMENT OF THE TREASURY 

Office of Investment Security 

31 CFR Part 802 

RIN 1505–AC63 

Provisions Pertaining to Certain 

Transactions by Foreign Persons 

Involving Real Estate in the United 

States 

AGENCY: Office of Investment Security, 

Department of the Treasury. 

ACTION: Final rule; interim rule with 

request for comments. 

SUMMARY: The final rule establishes 

regulations to implement the provisions 

relating to real estate transactions in 

section 721 of the Defense Production 

Act of 1950, as amended by the Foreign 

Investment Risk Review Modernization 

Act of 2018. This rule sets forth the 

scope of, and process and procedures 

relating to, the national security review 

by the Committee on Foreign 

Investment in the United States of 

certain transactions involving the 

purchase or lease by, or concession to, 

a foreign person of certain real estate in 

the United States. The interim rule also 

adds a new definition for the term 

‘‘principal place of business,’’ and the 

Department of the Treasury is seeking 

comments on this definition. 

DATES: 

Effective date: The final rule is 

effective on February 13, 2020. The 

interim rule adding § 802.232 is 

effective on February 13, 2020. 

Comment date: The Department of the 

Treasury (Treasury Department) is 

seeking written comments from the 

public on the definition of ‘‘principal 

place of business’’ found at § 802.232, 

which must be received by February 18, 

2020. 

ADDRESSES: Written comments on 

§ 802.232 may be submitted through one 

of two methods: 

• Electronic Submission: Comments 

may be submitted electronically through 

the Federal government eRulemaking 

portal at https://www.regulations.gov. 

Electronic submission of comments 

allows the commenter maximum time to 

prepare and submit a comment, ensures 

timely receipt, and enables the Treasury 

Department to make the comments 

available to the public. 

• Mail: Send to U.S. Department of 

the Treasury, Attention: Laura Black, 

Director of Investment Security Policy 

and International Relations, 1500 

Pennsylvania Avenue NW, Washington, 

DC 20220. 

We encourage comments to be 

submitted via https://

www.regulations.gov. Please submit 

comments only and include your name 

and company name (if any), and cite 

‘‘Provisions Pertaining to Certain 

Transactions by Foreign Persons 

Involving Real Estate in the United 

States’’ in all correspondence. In 

general, the Treasury Department will 

post all comments to https://

www.regulations.gov without change, 

including any business or personal 

information provided, such as names, 

addresses, email addresses, or telephone 

numbers. All comments received, 

including attachments and other 

supporting material, will be part of the 

public record and subject to public 

disclosure. You should only submit 

information that you wish to make 

publicly available. 

FOR FURTHER INFORMATION CONTACT: 

Laura Black, Director of Investment 

Security Policy and International 

Relations; Meena R. Sharma, Deputy 

Director of Investment Security Policy 

and International Relations; or James 

Harris, Senior Policy Advisor, at U.S. 

Department of the Treasury, 1500 

Pennsylvania Avenue NW, Washington, 

DC 20220; telephone: (202) 622–3425; 

email: CFIUS.FIRRMA@treasury.gov. 

SUPPLEMENTARY INFORMATION: 

I. Background 

A. The Statute and Proposed Rule 

On August 13, 2018, the Foreign 

Investment Risk Review Modernization 

Act of 2018 (FIRRMA), Subtitle A of 

Title XVII of Public Law 115–232, 132 

Stat. 2173, became law. FIRRMA 

amended and updated section 721 

(section 721) of the Defense Production 

Act of 1950 (DPA), which delineates the 

authorities and jurisdiction of the 

Committee on Foreign Investment in the 

United States (CFIUS or the Committee). 

FIRRMA maintains the Committee’s 

jurisdiction over any transaction which 

could result in foreign control of any 

U.S. business, and it broadens the 

authorities of the President and CFIUS 

under section 721 to review and to take 

action to address any national security 

concerns arising from certain noncontrolling investments and real estate 

transactions. Additionally, FIRRMA 

modernizes CFIUS’s processes to better 

enable timely and effective reviews of 

transactions falling under its 

jurisdiction. In FIRRMA, Congress 

acknowledged the important role of 

foreign investment in the U.S. economy 

and reaffirmed the United States’ open 

investment policy, consistent with the 

protection of national security. See 

section 1702(b) of FIRRMA. 

FIRRMA requires the issuance of 

regulations implementing its provisions. 

In Executive Order 13456, 73 FR 4677 

(January 23, 2008), the President directs 

the Secretary of the Treasury to issue 

regulations implementing section 721. 

On September 24, 2019, the Treasury 

Department published two proposed 

rules to implement provisions of 

FIRRMA. See 84 FR 50174 (September 

24, 2019); 84 FR 50214 (September 24, 

2019). (The Office of the Federal 

Register made versions available for 

public inspection on September 17, 

2019.) Public comments on the 

proposed rules were due by October 17, 

2019. 

The proposed rule at 84 FR 50214 

proposed establishing new regulations 

at part 802 of title 31 of the Code of 

Federal Regulations (CFR). These 

regulations specifically relate to CFIUS’s 

authorities and the process and 

procedures to review transactions 

involving the purchase or lease by, or 

concession to, a foreign person of 

certain real estate in the United States. 

Further explanation of FIRRMA and the 

proposed provisions can be found in the 

proposed rule at 84 FR 50214; changes 

to the proposed rule are explained in 

further detail below. 

The proposed rule at 84 FR 50174, 

which proposed amendments to the 

CFIUS regulations codified at part 800 

of title 31 of the CFR, is being finalized 

in a separate rulemaking (the part 800 

rule). The part 800 rule specifically 

relates to CFIUS’s authorities and the 

process and procedures to review: (1) A 

merger, acquisition, or takeover by or 

with a foreign person that could result 

in foreign control of a U.S. business; (2) 

a non-controlling ‘‘other investment’’ in 

a U.S. business that affords a foreign 

person specified access to information 

in the possession of, rights in, or 

involvement in the substantive 

decisionmaking of certain U.S. 

businesses related to critical 

technologies, critical infrastructure, or 

sensitive personal data (which the part 

800 rule and this preamble describe as 

‘‘covered investments’’); (3) any change 

in a foreign person’s rights if such 

change could result in foreign control of 

a U.S. business or a covered investment; 

and (4) any other transaction, transfer, 

agreement, or arrangement, the structure 

of which is designed or intended to 

evade or circumvent the application of 

section 721. 

FIRRMA also authorizes the 

Committee to assess and collect fees 

with respect to covered real estate 

transactions for which a written notice 

is filed. The Treasury Department will 

publish a separate proposed rule 

implementing the Committee’s fee 

authority at a later date. 


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B. Structure of FIRRMA Rulemaking and 

This Rule 

Consistent with CFIUS processes 

generally, this rule reflects extensive 

consultation with CFIUS member 

agencies, as well as other relevant U.S. 

Government agencies. 

This action finalizes the provisions 

for the new part 802 of title 31 of the 

CFR. This rule focuses on the 

Committee’s expanded jurisdiction over 

certain types of real estate transactions. 

Accordingly, this rule implements one 

part of the overall scope of CFIUS’s 

jurisdiction under section 721, as 

amended by FIRRMA. There are 

additional provisions in FIRRMA that 

are the subject of the part 800 rule. As 

explained in the preamble to the 

proposed rule, the Treasury Department 

is creating a new part (part 802) because 

it has determined that the technical and 

procedural aspects of CFIUS’s review of 

transactions involving real estate are 

sufficiently distinct from those related 

to control transactions and certain noncontrolling investments to warrant 

separate rulemaking. Nevertheless, this 

rule incorporates certain features and 

relevant provisions from part 800, 

which should be familiar to parties that 

have filed with CFIUS in the past. 

There are additional provisions in 

FIRRMA that are the subject of the part 

800 rule. In particular, a transaction that 

could result in control of a U.S. business 

by a foreign person is subject to part 

800, and is not a covered real estate 

transaction under this rule. 

Additionally, CFIUS’s new authority 

over covered investments in certain U.S. 

businesses, as provided by FIRRMA, is 

subject to part 800 (under the 

concurrent rulemaking). 

The Treasury Department recognizes 

that FIRRMA’s expansion of the 

Committee’s jurisdiction over certain 

real estate transactions may impact 

parties who have not traditionally had 

reason to file with CFIUS. This rule 

therefore seeks to provide clarity to the 

business and investment communities 

with respect to the types of real estate 

transactions that are covered by the new 

authority under FIRRMA. In particular, 

this rule implements CFIUS’s new real 

estate jurisdiction following the 

approach described in the proposed rule 

and is generally structured around 

specific sites—certain airports, maritime 

ports, and military installations—and 

specific geographic areas in or around 

those sites. (While the rule allows that 

‘‘other facilities or properties of the U.S. 

Government’’ may in the future be 

included in the list of sites identified in 

the rule, none has been included at this 

time.) Given the specificity of certain 

provisions of this rule, the Treasury 

Department anticipates that it will 

periodically review, and when 

necessary, amend the regulations to 

address changes in the national security 

landscape. 

In response to public comments, this 

action also implements an interim rule 

with respect to the definition of 

‘‘principal place of business’’ found at 

§ 802.232, and the Treasury Department 

is seeking public comment on this 

definition. 

II. Overview of Comments on the 

Proposed Rule 

During the public comment period, 

the Treasury Department received a 

number of written submissions on the 

proposed rule reflecting a wide range of 

views. All comments received by the 

end of the comment period are available 

on the public rulemaking docket at 

https://www.regulations.gov. 

Additionally, the Treasury Department 

hosted a public teleconference call to 

discuss the proposed rule on September 

27, 2019, and a summary is available on 

the Committee’s section of the Treasury 

Department website. 

The Treasury Department considered 

each comment submitted on the 

proposed rule. Some of the comments 

were general in nature, for example, 

supporting the Treasury Department’s 

efforts and approach with respect to 

aspects of the proposed rule. Other 

commenters noted the potential impact 

of the proposed rule on certain types of 

real estate and related transactions. The 

Treasury Department recognizes the 

vital importance of foreign investment 

to the U.S. economy, including 

investments in real estate. The Treasury 

Department drafted the proposed rule, 

and made revisions in finalizing the 

rule, to protect U.S. national security 

from the risk posed by certain foreign 

investment while at the same time 

maintaining the open foreign 

investment policy of the United States. 

The Treasury Department has 

determined that the specificity provided 

in the rule—with respect to, for 

example, identification of specific sites 

and relevant distances—provides clarity 

to the business and investment 

communities with respect to the types 

of real estate transactions that are 

covered by the Committee’s new 

authority under FIRRMA. The Treasury 

Department will evaluate 

implementation of the rule and will 

provide, as appropriate, additional 

information to assist the public. 

Some commenters requested 

clarification of specific provisions. 

Where appropriate, the Treasury 

Department provided additional 

clarification in the text of the rule and 

included more illustrative examples. 

Some commenters, however, requested 

greater specificity than is appropriate in 

regulations of general applicability or 

revisions that conflict with the 

Committee’s statutory authority under 

FIRRMA. The section-by-section 

analysis below includes responses to 

comments. Further edits were made to 

the rule for consistency and clarity. 

In addition to comments on the 

substance of the rule, several 

commenters requested an extension of 

the public comment period. The 

Treasury Department did not extend the 

public comment period in light of the 

fixed effective date established by 

FIRRMA. The Treasury Department 

anticipates that it will periodically 

review, and as necessary, make changes 

to the regulations (and any appendices), 

consistent with applicable law, and 

when appropriate, will provide the 

public an opportunity to comment. 

III. Discussion of the Rule 

A. Relationship With Part 800 

Before addressing individual sections 

of the rule raised in the comments or 

otherwise revised from the proposed 

rule, it is important to address the 

relationship between this rule and the 

part 800 rule, which as noted is being 

issued concurrently with this rule. 

The structure of the part 802 

regulations is similar to the regulations 

at part 800, which are being updated 

and replaced through the concurrent 

rulemaking. Parties familiar with the 

part 800 regulations should find that 

this rule takes a comparable approach 

with respect to defining key terms, 

describing transactions that are covered 

and not covered under the rule, listing 

the information requirements for a filing 

to be complete, and setting forth the 

Committee’s process and procedures, 

among other things. While differences 

exist between this rule and the part 800 

rule, the scope and overall approach 

taken by the Committee to evaluating, 

concluding action on, or taking action 

on a transaction is consistent with part 

800 and section 721. 

Some commenters raised questions 

regarding specific sections of the rule 

that suggested additional clarity with 

respect to the relation between these 

two parts may be helpful. This rule is 

focused on certain types of real estate 

transactions involving a foreign person. 

Parties should be aware that certain 

transactions involving real estate could 

be covered transactions under the part 

800 rule. For example, transactions that 

could result in foreign control or certain 

non-controlling investments by a foreign 


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person in an entity engaged in interstate 

commerce in the United States and that 

owns real estate could be subject to part 

800 instead of part 802. In some cases, 

a collection of assets that includes real 

estate may constitute a U.S. business 

under part 800. Additionally, a longterm lease or concession arrangement 

under which a lessee makes 

substantially all business decisions 

concerning the operation of a leased 

entity, as if it were the owner, could be 

subject to part 800 instead of part 802. 

In order to comprehensively understand 

the transactions that could fall within 

the scope of this rule, in contrast to the 

transactions that could fall within the 

scope of the part 800 rule, the public is 

encouraged to be aware of the separate 

and concurrent rulemaking on part 800. 

Finally, although FIRRMA introduces 

the term ‘‘close proximity’’ in the 

context of real estate transactions, and 

this rule defines the geographic 

coverage for real estate transactions, 

CFIUS has and will continue to retain 

the authority to assess and, if necessary, 

take action with respect to any covered 

transaction under the part 800 rule that 

gives rise to national security concerns 

on the basis of proximity to any 

government site and activity. The 

Committee’s authority under the part 

800 rule to review and take action on a 

transaction is not limited in any way by 

the sites or distances specified in this 

rule. 

B. Interim Rule: Section 802.232— 

Principal Place of Business 

This rule includes a definition of 

‘‘principal place of business’’ as an 

interim rule. The interim rule is 

effective as of February 13, 2020, and 

the Treasury Department is seeking 

public comment on the new definition 

through February 18, 2020. 

The proposed rule used the term 

‘‘principal place of business’’ but did 

not define it. A commenter urged the 

Committee to provide additional clarity 

by defining the term. In response to this 

comment and comments received on the 

part 800 rule, § 802.232 now provides a 

definition of a party’s ‘‘principal place 

of business’’ as ‘‘the primary location 

where an entity’s management directs, 

controls, or coordinates the entity’s 

activities, or, in the case of an 

investment fund, where the fund’s 

activities and investments are primarily 

directed, controlled, or coordinated by 

or on behalf of the general partner, 

managing member, or equivalent,’’ 

subject to the qualification in 

§ 802.232(b). For those entities whose 

nerve center is in the United States, the 

purpose of the qualification in 

§ 802.232(b) is to nevertheless ensure 

consistent treatment of an entity’s 

principal place of business in 

accordance with its own assertions to 

government entities, provided the facts 

have not changed since those assertions. 

Because the definition of ‘‘principal 

place of business’’ in § 802.232 is new, 

it is being made effective by this rule on 

an interim basis and may be amended 

based on comments received. As an 

interim rule, § 802.232 will become 

effective on the same date as the other 

provisions in this rule (i.e., February 13, 

2020) to provide clarity and certainty for 

transaction parties. The Treasury 

Department invites comments on this 

interim rule. 

C. Summary of Comments and Changes 

From the Proposed Rule 

1. Subpart A—General 

Section 802.102—Risk-Based Analysis 

The proposed rule, at § 802.102, 

defined the terms ‘‘threat,’’ 

‘‘vulnerabilities,’’ and ‘‘consequences to 

national security’’ in describing the riskbased analyses undertaken by the 

Committee to determine whether a 

specific transaction represents a risk to 

national security. One commenter 

sought clarification about how, 

specifically, these terms would be 

applied to use and lease agreements 

with foreign airlines. 

The rule makes no change to the 

proposed text of § 802.102 in response 

to this comment because the rule 

applies to many types of real estate 

transactions, and it would be 

inappropriate in regulations of general 

applicability to specify the application 

of this provision to a particular type of 

transaction. In conducting a risk-based 

analysis for any transaction, CFIUS 

analyzes the particular facts and 

circumstances of the transaction to 

identify the national security 

considerations, if any, presented by the 

transaction. Section 721(f) of the DPA, 

as amended, provides an illustrative list 

of factors for consideration by CFIUS 

and the President in determining 

whether a covered transaction poses a 

national security risk. Some of these 

factors may be relevant to covered real 

estate transactions. While further 

discussing the specific factors relevant 

to particular types of real estate 

transactions in one sector is not 

appropriate for a broader rule, the 

Committee will consider whether 

additional information can be made 

publicly available to assist parties in 

understanding the Committee’s analysis 

in general. In the meantime, parties may 

find helpful the Treasury Department’s 

previously published Guidance 

Concerning the National Security 

Review Conducted by CFIUS, 73 FR 

74567 (December 8, 2008), which is still 

in effect. 

Section 802.105—Rules of Construction 

and Interpretation 

The rule adds a new section to clarify 

that the examples included in the 

regulations are provided for 

informational purposes and should not 

be construed to alter the meaning of the 

text of the regulations in this part, as 

well as to clarify that, as used 

throughout the regulations, the term 

‘‘including’’ means ‘‘including without 

limitation.’’ 

2. Subpart B—Definitions 

Subpart B sets forth the defined terms 

for part 802. More than half of the 

defined terms in this rule are 

incorporated from the part 800 rule, 

with conforming changes to apply in the 

context of real estate transactions, as 

applicable. The remainder of the terms 

are specifically defined for part 802. 

Section 802.203—Close Proximity 

The proposed rule defined ‘‘close 

proximity’’ as the area that extends 

outward one mile from the boundary of 

a relevant site. Some commenters 

encouraged the Committee to ensure 

that applicable set-back distances are 

appropriately tailored to each 

individual site. A number of 

commenters supported an online 

resource—such as a map or other 

interactive tool—to assist the public in 

understanding the geographic areas that 

are subject to CFIUS jurisdiction under 

the rule. 

The rule makes no change to this 

definition in response to these 

comments. The identification of 

particular military installations and the 

distances around those sites were 

determined by the Department of 

Defense based upon an evaluation of 

national security considerations. The 

Department of Defense will continue on 

an ongoing basis to assess its military 

installations and the geographic scope 

set under the rule to ensure appropriate 

application in light of national security 

considerations. 

With respect to the comments seeking 

an online resource, the Treasury 

Department anticipates making 

available a web-based tool to help the 

public understand the geographic 

coverage of the rule. In the meantime, 

information relevant to certain aspects 

of the rule is available online. For 

example, the Census Bureau within the 

Department of Commerce maintains a 

web-based system, TIGERweb, which 

allows users to select features (e.g., 

military installations, urbanized areas, 


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and urban clusters) and view such 

attributes on a map. Additionally, each 

of the National Oceanic and 

Atmospheric Administration and the 

Bureau of Ocean Energy Management 

maintains a web-based map delineating 

U.S. maritime boundaries, including the 

territorial sea and other attributes 

relevant to the geographic coverage 

under the rule. 

Section 802.206—Concession 

The proposed rule defined 

‘‘concession’’ as a grant of rights by a 

U.S. public entity for the purpose of 

developing or operating infrastructure 

for an airport or maritime port. A 

commenter noted that this term is 

defined differently in the Department of 

Transportation regulations regarding 

airport concessions and suggested that 

the specific definition in the proposed 

rule might cause confusion given the 

term’s usage in the Department of 

Transportation regulations. 

The rule makes no change to this 

definition in response to the comment. 

The Department of Transportation 

definition does not match the intended 

scope of real estate transactions subject 

to CFIUS’s jurisdiction as implemented 

by the rule. Nevertheless, parties in all 

industries, including the airport 

concession industry, should not be 

confused about the meaning of the term 

‘‘concession’’ in the rule as it is 

explicitly defined as a type of real estate 

transaction. For greater clarity, the rule 

does contain a revision specifying that 

the defined term includes the 

assignment of part of a concession. 

Section 802.208—Control 

The proposed rule adopted the 

definition of ‘‘control’’ from the 

proposed rule for part 800. The part 800 

rule makes a technical correction to the 

definition of ‘‘control,’’ and in order to 

remain consistent with part 800, this 

rule makes the same technical 

correction. In particular, § 802.208(c)(4) 

has been revised to clarify that antidilution protections are more accurately 

characterized as a right instead of a 

power. 

Section 802.210—Covered Port 

The proposed rule provided 

definitions for the terms ‘‘airport’’ and 

‘‘maritime port.’’ A commenter 

suggested that the Committee publish an 

appendix listing the airports and 

maritime ports that meet the definitions 

in the proposed rule, noting that the list 

of relevant sites may change and some 

practitioners are not familiar with 

information published by the 

Department of Transportation. Another 

commenter suggested that the 

Committee make available on its 

website hyperlinks to the relevant lists 

of airports and maritime ports 

maintained by the Department of 

Transportation. 

Several revisions have been made to 

the rule in response to the comments. 

First, the rule combines the definitions 

of ‘‘airport’’ and ‘‘maritime port’’ from 

the proposed rule into a new term, 

‘‘covered port.’’ This definition of 

‘‘covered port’’ identifies in § 802.210(a) 

the relevant lists maintained by the 

Department of Transportation and 

clarifies the specific references to the 

various lists. Second, the definition 

includes provisions to clarify the 

effective date of any changes to the 

Department of Transportation lists. 

Specifically, § 802.210(b)(1) sets forth a 

30-day delayed effectiveness for any 

additions to any of the airport and 

maritime port lists under the definition 

of ‘‘covered port’’ in paragraph (a). This 

was done because changes to the lists 

are not published in the Federal 

Register, and the Treasury Department 

wanted to provide the public with a 

notice period for any additions. By 

contrast, when an airport or maritime 

port no longer meets the rule’s 

definition of covered port in paragraph 

(a), the removal of the port from the 

relevant list will be recognized 

immediately upon publication of the 

updated list by the Department of 

Transportation. The rule adds 

§ 802.210(b)(2) to make clear that the 

airport or maritime port list that applies 

for any particular transaction is the list 

that is in effect (taking into account the 

30-day delayed effectiveness in 

paragraph (b)(1)) on the day prior to the 

earlier of the date on which the parties 

have signed a written document 

establishing the material terms of the 

transaction or the completion date. 

With respect to compiling all covered 

ports into a single list, the Treasury 

Department has determined it most 

practicable to direct the public to 

available online resources maintained 

and updated by the Department of 

Transportation. The Treasury 

Department anticipates making 

information available on the CFIUS web 

page that will assist the public in 

navigating to the relevant lists 

maintained by the Department of 

Transportation. 

Section 802.211—Covered Real Estate 

The proposed rule defined ‘‘covered 

real estate’’ in a manner that connected 

specific sites with the relevant 

geographic coverage in and around 

those sites. Commenters did not suggest 

specific changes to the text of this 

definition. Instead, commenters 

generally supported the approach in the 

proposed rule of identifying specific 

sites and distances, and supported 

having online resources available to 

assist the public in understanding the 

geographic coverage of the rule. In 

particular, commenters expressed an 

interest in understanding the 

delineation of certain boundaries, 

including the U.S. coastline. 

The rule revises paragraph (b)(4) of 

this section by replacing the 12 nautical 

mile reference with a reference to the 

territorial sea. The Treasury Department 

has determined that a reference to the 

territorial sea provides greater clarity to 

the public. Additionally, as noted 

above, the Treasury Department 

anticipates making a web-based tool 

available in the near-term to assist the 

public. In the meantime, existing U.S. 

Government resources provide relevant 

information for purposes of 

understanding various aspects of this 

rule. 

Section 802.212—Covered Real Estate 

Transaction 

The proposed rule defined ‘‘covered 

real estate transaction’’ to capture the 

types of transactions subject to CFIUS’s 

jurisdiction under the rule. A 

commenter suggested that the definition 

explicitly exclude transactions between 

a foreign person and its parent as well 

as between a foreign person and one or 

more of its controlled affiliates. The 

commenter also requested clarification 

with respect to submitting a single 

declaration or filing a single notice for 

multiple covered real estate transactions 

that are in close proximity to one 

another and associated with a single 

project such as in the renewable energy 

industry. Another commenter suggested 

that the rule cover other categories of 

real estate transactions—such as those 

involving cropland and rare earth 

minerals. 

The rule makes no change to the 

definition of ‘‘covered real estate 

transaction’’ in response to the 

comments. First, an intra-company 

transfer of assets, including real estate, 

carried out to achieve some legal, 

financial, or other business objective, 

might not constitute a covered real 

estate transaction, and in any case might 

not result in a change in the ultimate 

parent of the entity with the covered 

real estate and, therefore, might not 

present new national security 

considerations. However, the particular 

facts and circumstances of the specific 

arrangement would need to be 

considered. Second, with respect to 

multiple covered real estate transactions 

that are part of a larger project, a 

revision to the rule is not necessary 


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because parties can and should consider 

the particular circumstances of any 

transaction, including related 

transactions, in determining whether to 

submit a single declaration or notice or 

multiple to the Committee for review. 

National security factors, timing 

considerations, and other transaction 

characteristics may weigh in favor of 

taking a particular approach. Related to 

this comment, however, the rule has 

been revised in the sections describing 

the contents of declarations and notices 

to include a description of whether the 

transaction is part of a larger project 

undertaken by the foreign person. 

Finally, the Committee has not 

expanded this definition to cover other 

categories of real estate transactions 

because the categories suggested by the 

commenter are not authorized under 

FIRRMA. 

This section incorporates other 

revisions including to § 802.212(b) to 

clarify that a purchase, lease, or 

concession, where there is a subsequent 

change in rights that could result in the 

foreign person having at least three 

property rights, is a covered real estate 

transaction. 

Section 802.214—Excepted Real Estate 

Foreign State 

The Treasury Department received a 

number of comments on the definition 

of ‘‘excepted real estate foreign state.’’ 

Commenters supported the concept of 

the excepted real estate foreign state and 

requested that the initial list be 

published as soon as possible. 

Commenters suggested particular 

countries or defined groups of countries 

be included as excepted real estate 

foreign states and that advance notice be 

given prior to any rescission. 

Commenters also requested that the 

factors for a determination under 

§ 802.1001 be precise and transparent 

and that the Committee consult with 

foreign states seeking to qualify as 

excepted real estate foreign states. 

The rule makes no change to the 

proposed text in response to these 

comments. With respect to the eligible 

foreign states, the Committee has 

initially selected Australia, Canada, and 

the United Kingdom of Great Britain 

and Northern Ireland. The Committee 

identified these countries due to aspects 

of their robust intelligence-sharing and 

defense industrial base integration 

mechanisms with the United States. 

Additionally, as noted in the preamble 

to the proposed rule, the concept and 

definition of ‘‘excepted real estate 

foreign states’’ are new and an 

expansive application carries 

potentially significant implications for 

the national security of the United 

States. Consequently, the Committee is 

initially identifying a limited number of 

eligible foreign states and may expand 

the list in the future. 

The rule revises this section to clarify 

that the definition of ‘‘excepted real 

estate foreign state’’ operates as a twocriteria conjunctive test, with delayed 

effectiveness for the second criterion. 

Thus, as of February 13, 2020, each of 

the three foreign states that the 

Committee identifies as eligible foreign 

states will be an excepted real estate 

foreign state, without regard to the 

second criterion (i.e., favorable 

determination under § 802.1001). In 

order for each of these countries to 

remain an excepted real estate foreign 

state after the end of the two-year 

delayed effectiveness period (i.e., 

February 13, 2022), the Committee must 

make a determination under § 802.1001. 

This two-year period is intended to 

provide these initial eligible foreign 

states time to ensure that their national 

security-based foreign investment 

review processes and bilateral 

cooperation with the United States on 

national security-based investment 

reviews meet the requirement under 

§ 802.1001. This two-year period also 

provides the Committee time to develop 

processes and procedures for making 

determinations under § 802.1001, which 

could be applied to a broader group of 

countries in the future. In selecting the 

initial eligible foreign states, the 

Committee takes no position on whether 

the foreign states currently meet the 

determination factors discussed below 

at § 802.1001. 

Finally, the rule removes language 

regarding internal Committee processes 

(for which a conforming change was 

also made in § 802.1001), and revises 

note 1 to § 802.214 to clarify the 

publication mechanics for identifying 

the foreign states that have met each of 

the two separate criteria of the 

definition of ‘‘excepted real estate 

foreign state.’’ 

Section 802.215—Excepted Real Estate 

Investor 

The proposed rule set forth a 

definition of ‘‘excepted real estate 

investor,’’ taking into account 

increasingly complex ownership 

structures and accounting for such 

structures in the application of the 

Committee’s jurisdiction. With respect 

to the criteria to qualify as an excepted 

real estate investor, commenters 

discussed the board composition 

requirement, noting that it was limiting 

and suggested changes. Commenters 

also sought additional clarity regarding 

the process to be considered an 

excepted real estate investor, including 

how an excepted real estate investor can 

prove that status, or whether an 

excepted real estate investor would 

receive a form or certificate from the 

Committee establishing that status. 

Other commenters suggested that the 

Committee adopt a parallel category to 

excepted real estate investor, which 

some termed ‘‘excepted trusted real 

estate investor,’’ that would allow 

certain investors who are not connected 

to an excepted real estate foreign state 

to receive the benefits of being an 

excepted real estate investor. A 

commenter suggested various criteria for 

this concept, including the individual 

investor’s previous interactions with the 

Committee. 

In response to these comments and 

similar comments received on the part 

800 proposed rule, the rule modifies the 

definition of ‘‘excepted real estate 

investor.’’ First, the board member 

nationality criterion is revised to allow 

up to 25 percent representation by 

foreign nationals of foreign states that 

are not excepted real estate foreign 

states. Second, the percentage 

ownership limit for an individual 

investor in an excepted real estate 

investor is revised from five to 10 

percent. Third, the definition of 

‘‘minimum excepted ownership’’ under 

§ 802.228 is revised as discussed below. 

The rule does not make other changes 

in response to the comments. All of the 

conditions under § 802.215(a)(3), 

including the minimum excepted 

ownership conditions, apply to each 

parent (as defined at § 802.229) of the 

foreign person. There is no separate 

process for the Committee to provide a 

determination for a prospective investor 

on whether it qualifies as an excepted 

real estate investor. As with other 

jurisdictional determinations, parties 

themselves should assess whether they 

qualify as excepted real estate investors. 

It is important to note that not 

qualifying as an excepted real estate 

investor should not be interpreted as an 

individualized assessment that the 

particular foreign person poses a threat 

to national security. 

Consistent with FIRRMA, the 

‘‘excepted real estate investor’’ 

definition focuses on the investor’s 

connection to an excepted real estate 

foreign state, which provides the 

greatest clarity to the business and 

investment communities while 

protecting national security interests. 

Such a definition also furthers the 

Committee’s efforts to encourage partner 

countries to implement robust processes 

to review foreign investment in their 

countries and increase cooperation with 

the United States. Notably, the excepted 

real estate investor definition eliminates 


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Committee jurisdiction for specified real 

estate transactions by certain investors. 

Therefore, some criteria suggested by 

commenters as part of the ‘‘excepted 

trusted real estate investor’’ concept are 

less suitable for determining jurisdiction 

and more suitable for other issues, such 

as certain aspects of the part 800 rule 

relating to mandatory declarations. 

Finally, the rule revises § 802.215(b) 

to specify when the ownership interests 

of separate foreign persons will be 

aggregated for the purposes of 

§ 802.215(a)(3)(iv). The rule also 

modifies § 802.215(d) to include the 

criteria in § 802.215(c)(1)(i) through (iii) 

in order to retain jurisdiction over 

certain transactions where the foreign 

investor is deemed not to be an 

excepted real estate investor subsequent 

to the transaction due to action by the 

President under section 721, or 

enforcement by the Committee of 

violations under this part, parts 800 or 

801, or section 721. 

Section 802.216—Excepted Real Estate 

Transaction 

The proposed rule defined ‘‘excepted 

real estate transaction’’ by listing 

specific types of transactions that are 

not covered real estate transactions, as 

well as examples. Some commenters 

sought clarification with respect to 

when the acquisition of commercial real 

estate constitutes the acquisition of a 

U.S. business. Some commenters 

suggested broadening certain 

exceptions. A couple of these comments 

noted the application of the rule in the 

airport context and suggested 

broadening the exception for retail 

trade, accommodation, and food service 

sector establishments, as well as 

excepting foreign air carrier leasing 

arrangements. One commenter sought 

clarification on the exception related to 

commercial space and whether 10 

percent of tenants should be determined 

by the number of leaseholders or by the 

number of employee-occupants in the 

commercial space. Another commenter 

suggested excluding certain shore-based 

and offshore areas and structures. 

The rule is revised in response to 

certain of the comments. First, the rule 

adds an exception for ‘‘foreign air 

carriers,’’ as defined in 49 U.S.C. 40102, 

to the extent that the lease or concession 

is related to the foreign person’s 

activities as a foreign air carrier, and for 

whom the Department of Homeland 

Security’s Transportation Security 

Administration has accepted a security 

program under 49 CFR 1546.105. This 

exception was added in light of the 

Department of Homeland Security’s 

existing oversight with respect to 

foreign air carriers. Second, the rule 

revises the exception for retail trade, 

accommodation, and food service sector 

establishments by eliminating the 

reference to the North American 

Industry Classification System codes 

and instead applying the exception to 

leases and concessions of real estate that 

may be used only for the purposes of 

engaging in the retail sale of consumer 

goods or services to the public. This 

revision provides a broader exception 

for retail services as compared to the 

proposed rule, with respect to, for 

example, car rental and parking. Finally, 

the rule clarifies through the text of 

§ 802.216(f) and illustrates through a 

new example that the exception related 

to commercial space in a building is 

based on the number of parties that 

own, lease or have a concession to the 

commercial space in the building. 

The rule makes other clarifying edits 

to this section, including in the 

illustrative examples. Changes were not 

made in this section in response to the 

comment regarding certain shore-based 

and offshore areas and structures based 

on a balancing of various 

considerations. 

Section 802.217—Extended Range 

The proposed rule defined the 

‘‘extended range’’ to mean the area that 

extends 99 miles outward from the outer 

boundary of close proximity of certain 

military installations, but, where 

applicable, no more than 12 nautical 

miles seaward of the coastline of the 

United States. Commenters sought to 

understand the rationale behind the 

specific distance set in the regulations 

and the interaction with the exception 

under § 802.216(c) for urbanized areas 

and urban clusters. 

The rule makes no change to the 

proposed definition of ‘‘extended range’’ 

in response to the comments. The 

particular military installations listed in 

the appendix and the covered distances 

defined in the regulations were 

determined by the Department of 

Defense based upon an evaluation of 

national security considerations. The 

Department of Defense will continue on 

an ongoing basis to assess its military 

installations and the geographic scope 

set under the rule to ensure appropriate 

application in light of national security 

considerations. The rule does replace 

the reference to 12 nautical miles with 

a reference to the territorial sea. As 

noted above in the definition of 

‘‘covered real estate,’’ the Treasury 

Department has determined that a 

reference to the territorial sea will be 

more useful to the public as a 

geographic reference. 

Section 802.224—Investment Fund 

The rule adds a definition for 

investment fund that conforms to the 

term used in the part 800 rule. This term 

was added in part 802 to provide clarity 

with respect to the new interim 

definition of ‘‘principal place of 

business.’’ 

Section 802.226—Lease 

The definition of ‘‘lease’’ is modified 

in the rule to clarify that the term 

includes assignments in whole or part. 

Section 802.228—Minimum Excepted 

Ownership 

To conform with changes to part 800, 

in response to comments received on 

specific provisions of that separate 

rulemaking, the rule amends the text of 

§ 802.228 by revising the minimum 

excepted ownership percentage in 

§ 802.228(b) from 90 to 80 percent. 

Section 802.229—Parent 

To conform with changes to part 800, 

in response to comments received on 

that separate rulemaking, the rule adds 

a provision at § 802.229(a)(2) that 

explicitly includes a general partner, 

managing member, or equivalent of an 

entity within the definition of ‘‘parent.’’ 

The rule also makes some minor 

technical edits and adds an example 

illustrating an entity with more than one 

parent. 

Section 802.233—Property Right 

The proposed rule included as an 

element of a covered real estate 

transaction that certain ‘‘property 

rights’’ be afforded to the foreign person 

through the purchase, lease, or 

concession of covered real estate. The 

rule adds examples under this 

definition. The first example illustrates 

that the right to exclude others from 

physically accessing the property need 

not be absolute with respect to all other 

persons or activities. The second 

example illustrates that a right is 

afforded, even if it is not exercisable 

until a separate regulatory approval is 

received. 

Section 802.238—United States 

The rule revises the definition of 

‘‘United States’’ for consistency with the 

definition in FIRRMA. 

Section 802.241—U.S. Business 

The proposed rule defined ‘‘U.S. 

business’’ to conform to the definition 

in FIRRMA. Commenters to the 

proposed rule for part 800 requested 

clarity with respect to the Committee’s 

intended interpretation of the term U.S. 

business. Consistent with the 

concurrent rulemaking finalizing part 


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800, the rule makes no change to the 

proposed definition of ‘‘U.S. business.’’ 

The proposed definition tracks the 

language of FIRRMA and is not 

intended to suggest that the extent of a 

business’s activities in interstate 

commerce in the United States is 

irrelevant to the Committee’s analysis of 

national security risk. 

Section 802.244—Voting Interest 

The proposed rule provided a 

definition for the term ‘‘voting interest.’’ 

One commenter sought clarification of 

the term and whether it includes 

consent, veto, right to appoint a board 

member (without a shareholder vote), or 

other special rights. The commenter also 

suggested the term be limited to voting 

interests in major decisions. Similar 

comments were made on this provision 

in the part 800 rule. 

The rule makes no change in response 

to the comments. The definition of 

‘‘voting interest’’ is long-established, 

and, any revisions will have wideranging effects throughout the part 802 

and part 800 regulations because voting 

interest is incorporated into other 

defined terms, such as parent. Where 

appropriate, the Treasury Department 

provided clarification through revisions 

to the part 800 rule. 

3. Subpart C—Coverage 

Section 802.302—Transactions That Are 

Not Covered Real Estate Transactions 

One commenter requested a sample 

list of transactions that are not covered 

real estate transactions. The commenter 

provided examples and noted its 

understanding that such scenarios 

would not be covered real estate 

transactions because they would not 

meet the criteria under the rule if a 

foreign person were an investor. 

No change was made to this section 

in response to this comment because 

whether a particular type of transaction 

is covered by the rule is determined by 

the particular facts and circumstances. 

This section was revised for clarity by 

streamlining the provisions and 

removing an example. 

Section 802.303—Lending Transactions 

The proposed rule discussed lending 

transactions at § 802.303, which include 

commercial mortgages. While a lending 

transaction generally shall not, by itself, 

constitute a covered real estate 

transaction, the proposed rule discussed 

factors that CFIUS will consider in 

determining whether the lending 

transaction is a covered real estate 

transaction. One commenter requested 

language be added that would except 

from CFIUS jurisdiction lenders who 

take possession of property in 

foreclosure and put the property back 

on the market a short period of time 

later. No change was made to this 

section in response to this comment 

because an assessment of the particular 

facts and circumstances would be 

needed to determine whether national 

security concerns arise from the 

transaction. The proposed rule noted 

the factors the Committee will consider 

with respect to whether a default under 

a lending transaction would afford the 

foreign person the property rights 

defined in the proposed rule. In 

determining whether to accept a 

declaration or notice, the Committee 

also will consider the immediacy or 

occurrence of the default or other 

condition. The rule makes clarifying 

revisions in this section including 

incorporating the change in rights 

construct to paragraph (a)(1) and 

consideration of whether the foreign 

person had made arrangements to 

transfer the ownership or property 

rights to an excepted real estate investor 

under paragraph (a)(2). 

4. Subpart D—Declarations 

The proposed rule, in subpart D, set 

out an abbreviated filing process 

through the submission of a declaration. 

Section 802.401—Procedures for 

Declarations 

A commenter expressed concern 

about having public entities, such as 

airports, submit declarations or file 

notices. No change was made to this 

section in response to this comment. 

The Treasury Department has attempted 

to minimize the burden of this rule on 

U.S. public entities, particularly where 

the counterparty has the relevant 

information to submit a notice or file a 

declaration. 

Section 802.402—Contents of 

Declarations 

The rule modifies this section to 

require additional information 

including to allow the Committee to 

more efficiently assess whether a 

transaction falls under its jurisdiction 

for real estate transactions. The rule 

requires a brief description of whether 

the transaction is part of a larger project 

undertaken by the foreign person, and 

whether the foreign person is acquiring 

a collection of assets or interest in an 

entity. This information will help the 

Committee better determine whether 

there is a U.S. business that is the 

subject of the transaction. Additionally, 

this section is revised to require parties 

to provide a brief description of any 

U.S. Government leases involved in the 

transaction. With respect to the foreign 

person and its affiliates, the final rule 

further clarifies what relevant address 

information should be included in a 

declaration. Finally, the rule requires 

that parties provide additional 

information about the transaction such 

as any applicable term, current physical 

security of premises, and distance to 

covered port(s) or military installation(s) 

relevant to CFIUS’s geographic coverage 

under the rule. 

Section 802.405—Committee Actions 

The rule clarifies that the Committee 

may request that parties file a written 

notice under subpart E if it has reason 

to believe that the transaction may raise 

national security considerations. 

5. Subpart E—Notices 

The rule makes revisions to 

§ 802.502(b) similar to the revisions 

discussed above under § 802.402, and 

makes other clarifying edits. 

6. Subpart I—Penalties and Damages 

The proposed rule set out the penalty 

provisions, at subpart I. A number of 

clarifying and technical edits were made 

to this subpart. Additionally, the rule 

revises § 802.901(e) to allow tolling of 

the Committee’s deadline to respond to 

a petition, upon written agreement with 

the party, to facilitate further 

negotiations, including for settlement of 

the potential civil monetary penalty. 

7. Appendix A 

The appendix to the proposed rule 

identified bases, ranges, and other 

installations that meet the definition of 

‘‘military installation’’ at § 802.227, and, 

as applicable, related counties or other 

geographic areas throughout the United 

States that are covered real estate for the 

purposes of this part. A commenter 

sought additional information about 

whether, and how, appendix A will be 

revised in the future. The Treasury 

Department anticipates updating 

appendix A, as appropriate, through 

notices published in the Federal 

Register. 

The rule includes revisions to 

appendix A to remove one site and to 

further refine the geographic areas 

covered in connection with the sites 

listed at part 3 of the appendix. 

8. Other Comments 

The Treasury Department received 

several comments that did not address 

any specific provision of the rule. For 

example, one commenter sought 

guidance from the Committee on when 

parties should submit a declaration 

rather than file a notice. Such advice is 

beyond the purview of this rule; 

whether a party files a notice or submits 

a declaration will depend on many 


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factors specific to the party and to the 

transaction. 

IV. Rulemaking Requirements 

Executive Order 12866 

These regulations are not subject to 

the general requirements of Executive 

Order 12866, which governs review of 

regulations by the Office of Information 

and Regulatory Affairs (OIRA) in the 

Office of Management and Budget 

(OMB), because they relate to a foreign 

affairs function of the United States, 

pursuant to section 3(d)(2) of that order. 

In addition, these regulations are not 

subject to review under section 6(b) of 

Executive Order 12866 pursuant to 

section 7(c) of the April 11, 2018 

Memorandum of Agreement between 

the Treasury Department and OMB, 

which states that CFIUS regulations are 

not subject to OMB’s standard 

centralized review process under 

Executive Order 12866. 

Justification for Interim Rule 

The proposed rule, and the proposed 

rule for part 800 at 84 FR 50174, 

included provisions that use the term 

‘‘principal place of business.’’ The 

Treasury Department received 

comments on these provisions, 

including recommendations to add a 

definition for the term. 

In response to these comments, a 

definition for ‘‘principal place of 

business’’ has been included. The 

Treasury Department believes it would 

benefit the public and the Committee to 

receive comments from the public on 

this definition before it is made final. 

This rule therefore contains an interim 

rule that implements a definition for the 

term ‘‘principal place of business’’ that 

will become effective with the rest of 

the rule, and the Treasury Department is 

providing the public 30 days to 

comment on the new definition of 

‘‘principal place of business.’’ 

It is in the public interest to make the 

‘‘principal place of business’’ definition 

effective on the same date as the rule. 

Commenters requested greater clarity 

concerning which parties are subject to 

CFIUS jurisdiction. The new definition 

directly addresses those requests and 

provides greater transactional certainty. 

By clarifying that certain transactions 

are not subject to CFIUS jurisdiction, 

the addition of the definition of 

‘‘principal place of business’’ reduces 

the regulatory burden on the public, 

allowing some parties to forego the 

expense, time, and uncertainty involved 

in submitting a declaration or filing a 

notice with the Committee. Because of 

the added clarity and potential 

reduction in regulatory burden the 

definition provides to the public, having 

it become effective immediately is in the 

public’s interest. Nonetheless, the 

Treasury Department is requesting 

comments to that definition and will 

consider them before finalizing the 

interim rule. 

Paperwork Reduction Act 

The collections of information 

contained in this rule were submitted to 

OMB for review along with the 

proposed rule, in accordance with the 

Paperwork Reduction Act of 1995 (PRA, 

44 U.S.C. 3507(d)). No comments were 

received to the PRA estimates. However, 

and as noted above, the Treasury 

Department has modified some of the 

information requests associated with 

notices and on the declarations form. 

These changes represent clarifications 

that the Treasury Department identified 

in its review of the information 

requirements, as well as changes 

necessary to implement certain 

provisions that were modified from the 

proposed rule. The additional 

information requested is not 

substantially different from the 

information that was proposed to be 

collected, and the Treasury 

Department’s estimates of burden hours 

for completing declarations and notices 

do not differ from those estimated at the 

proposed rule stage. These collections 

have been submitted to OMB under 

control number 1505–0121. 

Under the PRA, an agency may not 

conduct or sponsor, and a person is not 

required to respond to, a collection of 

information unless it displays a valid 

control number assigned by OMB. 

Regulatory Flexibility Act 

Regardless of whether the provisions 

of the Regulatory Flexibility Act (RFA, 

5 U.S.C. 601 et seq.), apply to this 

rulemaking, for reasons noted in the 

preamble to the proposed rule, the 

Treasury Department prepared for 

public comment an Initial Regulatory 

Flexibility Analysis and determined 

through that analysis that the proposed 

rule would most likely not affect a 

substantial number of small entities. 

The Treasury Department specifically 

requested comments on the proposed 

rule’s effect on small entities; no such 

public comments were received. The 

Secretary of the Treasury hereby 

certifies that the rule will not have a 

significant economic impact on a 

substantial number of small entities, 

based on the following reasons. 

The rule expands the jurisdiction of 

the Committee to review the purchase or 

lease by, or concession to, a foreign 

person of certain real estate in the 

United States. Accordingly, the rule 

may impact any U.S. business, 

including a small U.S. business, that 

engages in a covered real estate 

transaction. 

There is no single source for 

information on the number of small U.S. 

businesses that would be involved in 

some way in the purchase or lease by, 

or concession to a foreign person of real 

estate that could be covered under this 

rule. However, the Treasury Department 

anticipates only 350 real estate 

transactions, out of the thousands or 

more of the annual number of real estate 

transactions in the United States, will be 

the subject of a declaration or notice of 

a covered real estate transaction. Even if 

each of these 350 transactions involved 

a small U.S. business, based on past 

experience it is likely that only a small, 

and not significant, percentage of those 

anticipated 350 real estate transactions 

will incur impacts, such as incurring 

additional costs through mitigation or 

action by the President. 

Additionally, the Treasury 

Department also has taken steps to 

reduce the burden of this rule on small 

entities. For example, in addition to 

filing notices of transactions with the 

Committee, the rule allows parties to 

submit shorter declarations to the 

Committee using an online fillable form. 

Also, the Committee anticipates making 

available a free, web-based tool to help 

the public understand the geographic 

coverage of the rule. As noted above, in 

the meantime, information relevant to 

certain aspects of the rule is available 

online. These tools should help reduce 

compliance costs for small entities. 

Congressional Review Act 

This rule has been submitted to OIRA, 

which has determined that the rule is a 

‘‘major’’ rule under the Congressional 

Review Act (CRA). However, the 

Treasury Department has determined 

there is good cause under 5 U.S.C. 

808(2) to publish the rule 

notwithstanding the timing 

requirements for major rules under 5 

U.S.C. 801(a)(3) because delaying the 

effectiveness of this rule beyond 30 days 

is impracticable, unnecessary, and 

contrary to the public interest. Under 

FIRRMA, the provisions expanding 

jurisdiction over real estate transactions 

and establishing declarations, among 

others, will become effective on 

February 13, 2020, regardless of whether 

this rule is published and effective. See 

Section 1727(b)(1)(A) of FIRRMA. 

Without the processes, procedures and 

definitions provided by the rule as 

directed by FIRRMA, market 

participants will face substantial 

hardship, delay, and expense in 

complying with the requirements of 


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FIRRMA. Accordingly, the Treasury 

Department finds good cause that notice 

and public procedure under 5 U.S.C. 

801(a)(3) are impracticable, 

unnecessary, and contrary to the public 

interest. This rule will become effective 

on February 13, 2020, notwithstanding 

5 U.S.C. 801(a)(3). 

List of Subjects in 31 CFR Part 802 

Foreign investments in the United 

States, Federal buildings and facilities, 

Government property, Investigations, 

Investments, Investment companies, 

Land sales, National defense, Public 

lands, Real property acquisition, 

Reporting and recordkeeping 

requirements. 

■ For the reasons set forth in the 

preamble, the Treasury Department 

adds part 802 to title 31 of the Code of 

Federal Regulations to read as follows: 

PART 802—REGULATIONS 

PERTAINING TO CERTAIN 

TRANSACTIONS BY FOREIGN 

PERSONS INVOLVING REAL ESTATE 

IN THE UNITED STATES 

Subpart A—General 

Sec. 

802.101 Scope. 

802.102 Risk-based analysis. 

802.103 Effect on other law. 

802.104 Applicability rule. 

802.105 Rules of construction and 

interpretation. 

Subpart B—Definitions 

802.201 Business day. 

802.202 Certification. 

802.203 Close proximity. 

802.204 Committee; Chairperson of the 

Committee; Staff Chairperson. 

802.205 Completion date. 

802.206 Concession. 

802.207 Contingent equity interest. 

802.208 Control. 

802.209 Conversion. 

802.210 Covered port. 

802.211 Covered real estate. 

802.212 Covered real estate transaction. 

802.213 Entity. 

802.214 Excepted real estate foreign state. 

802.215 Excepted real estate investor. 

802.216 Excepted real estate transaction. 

802.217 Extended range. 

802.218 Foreign entity. 

802.219 Foreign government. 

802.220 Foreign national. 

802.221 Foreign person. 

802.222 Hold. 

802.223 Housing unit. 

802.224 Investment fund. 

802.225 Lead agency. 

802.226 Lease. 

802.227 Military installation. 

802.228 Minimum excepted ownership. 

802.229 Parent. 

802.230 Party to a transaction. 

802.231 Person. 

802.232 Principal place of business. 

802.233 Property right. 

802.234 Purchase. 

802.235 Real estate. 

802.236 Section 721. 

802.237 Transaction. 

802.238 United States. 

802.239 Urban cluster. 

802.240 Urbanized area. 

802.241 U.S. business. 

802.242 U.S. national. 

802.243 U.S. public entity. 

802.244 Voting interest. 

Subpart C—Coverage 

802.301 Transactions that are covered real 

estate transactions. 

802.302 Transactions that are not covered 

real estate transactions. 

802.303 Lending transactions. 

802.304 Timing rule for a contingent equity 

interest. 

Subpart D—Declarations 

802.401 Procedures for declarations. 

802.402 Contents of declarations. 

802.403 Beginning of 30-day assessment 

period. 

802.404 Rejection, disposition, or 

withdrawal of declarations. 

802.405 Committee actions. 

Subpart E—Notices 

802.501 Procedures for notices. 

802.502 Contents of voluntary notices. 

802.503 Beginning of 45-day review period. 

802.504 Deferral, rejection, or disposition of 

certain voluntary notices. 

802.505 Determination of whether to 

undertake an investigation. 

802.506 Determination not to undertake an 

investigation. 

802.507 Commencement of investigation. 

802.508 Completion or termination of 

investigation and report to the President. 

802.509 Withdrawal of notices. 

Subpart F—Committee Procedures 

802.601 General. 

802.602 Role of the Secretary of Labor. 

802.603 Materiality. 

802.604 Tolling of deadlines during lapse 

in appropriations. 

Subpart G—Finality of Action 

802.701 Finality of actions under section 

721. 

Subpart H—Provision and Handling of 

Information 

802.801 Obligation of parties to provide 

information. 

802.802 Confidentiality. 

Subpart I—Penalties and Damages 

802.901 Penalties and damages. 

802.902 Effect of lack of compliance. 

Subpart J—Foreign National Security 

Investment Review Regimes 

802.1001 Determinations. 

802.1002 Effect of determinations. 

Appendix A to Part 802—List of Military 

Installations and Other U.S. Government 

Sites 

Authority: 50 U.S.C. 4565; E.O. 11858, as 

amended, 73 FR 4677. 

Subpart A—General 

§ 802.101 Scope. 

(a) Section 721 of title VII of the 

Defense Production Act of 1950, as 

amended (50 U.S.C. 4565) authorizes 

the Committee on Foreign Investment in 

the United States to review transactions 

involving real estate that meet specified 

criteria, which are referred to in this 

part as ‘‘covered real estate 

transactions’’ and defined at § 802.212, 

and to mitigate any risk to the national 

security of the United States that arises 

as a result of such transactions. Section 

721 also authorizes the President to 

suspend or prohibit any covered real 

estate transaction when, in the 

President’s judgment, there is credible 

evidence that leads the President to 

believe that the foreign person engaging 

in a covered real estate transaction 

might take action that threatens to 

impair the national security of the 

United States, and when provisions of 

law other than section 721 and the 

International Emergency Economic 

Powers Act (50 U.S.C. 1701 et seq.) do 

not, in the judgment of the President, 

provide adequate and appropriate 

authority for the President to protect the 

national security of the United States in 

the matter before the President. 

(b) This part implements regulations 

pertaining to covered real estate 

transactions. Regulations pertaining to 

‘‘covered transactions’’ are addressed in 

part 800 of this chapter. 

§ 802.102 Risk-based analysis. 

Any determination of the Committee 

with respect to a covered real estate 

transaction, to suspend, refer to the 

President, or to negotiate, enter into or 

impose, or enforce any agreement or 

condition under section 721 shall be 

based on a risk-based analysis, 

conducted by the Committee, of the 

effects on the national security of the 

United States of the covered real estate 

transaction. Any such risk-based 

analysis shall include credible evidence 

demonstrating the risk and an 

assessment of the threat, vulnerabilities, 

and consequences to national security 

related to the transaction. For purposes 

of this part, any such analysis of risk 

shall include and be informed by 

consideration of the following elements: 

(a) The threat, which is a function of 

the intent and capability of a foreign 

person to take action to impair the 

national security of the United States; 

(b) The vulnerabilities, which are the 

extent to which the nature of the 

covered real estate presents 

susceptibility to impairment of national 

security; and 


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(c) The consequences to national 

security, which are the potential effects 

on national security that could 

reasonably result from the exploitation 

of the vulnerabilities by the threat actor. 

§ 802.103 Effect on other law. 

Nothing in this part shall be 

construed as altering or affecting any 

other authority, process, regulation, 

investigation, enforcement measure, or 

review provided by or established under 

any other provision of federal law, 

including the International Emergency 

Economic Powers Act, or any other 

authority of the President or the 

Congress under the Constitution of the 

United States. 

§ 802.104 Applicability rule. 

(a) Except as provided in paragraph 

(b) of this section and otherwise in this 

part, the regulations in this part apply 

from February 13, 2020. 

(b) The regulations in this part do not 

apply to any transaction for which: 

(1) The completion date is prior to 

February 13, 2020; or 

(2) The parties to the transaction have 

executed, prior to February 13, 2020, a 

binding written agreement, or other 

binding document, establishing the 

material terms of the transaction. 

§ 802.105 Rules of construction and 

interpretation. 

(a) The examples included in this part 

are provided for informational purposes 

and should not be construed to alter the 

meaning of the text of the regulations in 

this part. 

(b) As used in this part, the term 

‘‘including’’ means ‘‘including but not 

limited to.’’ 

Subpart B—Definitions 

§ 802.201 Business day. 

The term business day means Monday 

through Friday, except the legal public 

holidays specified in 5 U.S.C. 6103, any 

day declared to be a holiday by federal 

statute or executive order, or any day 

with respect to which the U.S. Office of 

Personnel Management has announced 

that Federal agencies in the Washington, 

DC, area are closed. For purposes of 

calculating any deadline imposed by 

this part triggered by the submission of 

a party to a transaction under 

§ 802.501(i), any submissions received 

after 5 p.m. Eastern Time are deemed to 

be submitted on the next business day. 

Note 1 to § 802.201: See § 802.604 

regarding the tolling of deadlines during a 

lapse in appropriations. 

§ 802.202 Certification. 

(a) The term certification means a 

written statement signed by the chief 

executive officer or other duly 

authorized designee of a party filing a 

notice, declaration, or information, 

certifying under the penalties provided 

in the False Statements Accountability 

Act of 1996, as amended (18 U.S.C. 

1001) that the notice, declaration, or 

information filed: 

(1) Fully complies with the 

requirements of section 721, the 

regulations in this part, and any 

agreement or condition entered into 

with the Committee or any member of 

the Committee, and 

(2) Is accurate and complete in all 

material respects, as it relates to: 

(i) The transaction; and 

(ii) The party providing the 

certification, including its parents, 

subsidiaries, and any other related 

entities described in the notice, 

declaration, or information. 

(b) For purposes of this section, a duly 

authorized designee is: 

(1) In the case of a partnership, any 

general partner thereof; 

(2) In the case of a corporation, any 

officer or director thereof; 

(3) In the case of any entity lacking 

partners, officers, and directors, any 

individual within the organization 

exercising executive functions similar to 

those of a general partner of a 

partnership or an officer or director of 

a corporation; and 

(4) In the case of an individual, such 

individual or his or her legal 

representative. 

(c) In each case described in 

paragraphs (b)(1) through (4) of this 

section, such designee must possess 

actual authority to make the 

certification on behalf of the party filing 

a notice, declaration, or information. 

Note 1 to § 802.202: A sample certification 

may be found at the Committee’s section of 

the Department of the Treasury website. See 

§§ 802.402(f) and 802.502(k) regarding filing 

procedures for transactions in which a U.S. 

public entity is a party to the transaction. 

§ 802.203 Close proximity. 

The term close proximity means, with 

respect to a military installation or 

another facility or property of the U.S. 

Government identified in this part, the 

area that extends outward one mile from 

the boundary of such military 

installation, facility, or property. 

§ 802.204 Committee; Chairperson of the 

Committee; Staff Chairperson. 

The term Committee means the 

Committee on Foreign Investment in the 

United States. The Chairperson of the 

Committee is the Secretary of the 

Treasury. The Staff Chairperson of the 

Committee is the Department of the 

Treasury official so designated by the 

Secretary of the Treasury or by the 

Secretary’s designee. 

§ 802.205 Completion date. 

The term completion date means, 

with respect to a transaction, the earliest 

date upon which the purchase, lease, or 

concession is made legally effective, or 

a change in rights that could result in a 

covered real estate transaction occurs. 

Note 1 to § 802.205: See § 802.304 

regarding the timing rule for a contingent 

equity interest. 

§ 802.206 Concession. 

The term concession means an 

arrangement, other than a purchase or 

lease, whereby a U.S. public entity 

grants a right to use real estate for the 

purpose of developing or operating 

infrastructure for a covered port. This 

term includes the assignment of a 

concession, in whole or in part, by the 

party who is not the U.S. public entity. 

§ 802.207 Contingent equity interest. 

The term contingent equity interest 

means a financial instrument that 

currently does not constitute an equity 

interest but is convertible into, or 

provides the right to acquire, an equity 

interest upon the occurrence of a 

contingency or defined event. 

§ 802.208 Control. 

(a) The term control means the power, 

direct or indirect, whether or not 

exercised, through the ownership of a 

majority or a dominant minority of the 

total outstanding voting interest in an 

entity, board representation, proxy 

voting, a special share, contractual 

arrangements, formal or informal 

arrangements to act in concert, or other 

means, to determine, direct, or decide 

important matters affecting an entity; in 

particular, but without limitation, to 

determine, direct, take, reach, or cause 

decisions regarding the following 

matters, or any other similarly 

important matters affecting an entity: 

(1) The sale, lease, mortgage, pledge, 

or other transfer of any of the tangible 

or intangible principal assets of the 

entity, whether or not in the ordinary 

course of business; 

(2) The reorganization, merger, or 

dissolution of the entity; 

(3) The closing, relocation, or 

substantial alteration of the production, 

operational, or research and 

development facilities of the entity; 

(4) Major expenditures or 

investments, issuances of equity or debt, 

or dividend payments by the entity, or 

approval of the operating budget of the 

entity; 


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(5) The selection of new business 

lines or ventures that the entity will 

pursue; 

(6) The entry into, termination, or 

non-fulfillment by the entity of 

significant contracts; 

(7) The policies or procedures of the 

entity governing the treatment of nonpublic technical, financial, or other 

proprietary information of the entity; 

(8) The appointment or dismissal of 

officers or senior managers or, in the 

case of a partnership, the general 

partner; 

(9) The appointment or dismissal of 

employees with access to critical 

technology or other sensitive technology 

or classified U.S. Government 

information; or 

(10) The amendment of the Articles of 

Incorporation, constituent agreement, or 

other organizational documents of the 

entity with respect to the matters 

described in paragraphs (a)(1) through 

(9) of this section. 

(b) In examining questions of control 

in situations where more than one 

foreign person has an ownership 

interest in an entity, consideration will 

be given to factors such as whether the 

foreign persons are related or have 

formal or informal arrangements to act 

in concert, whether they are agencies or 

instrumentalities of the national or 

subnational governments of a single 

foreign state, and whether a given 

foreign person and another person that 

has an ownership interest in the entity 

are both controlled by any of the 

national or subnational governments of 

a single foreign state. 

(c) The following minority 

shareholder protections shall not in 

themselves be deemed to confer control 

over an entity: 

(1) The power to prevent the sale or 

pledge of all or substantially all of the 

assets of an entity or a voluntary filing 

for bankruptcy or liquidation; 

(2) The power to prevent an entity 

from entering into contracts with 

majority investors or their affiliates; 

(3) The power to prevent an entity 

from guaranteeing the obligations of 

majority investors or their affiliates; 

(4) The right to purchase an 

additional interest in an entity to 

prevent the dilution of an investor’s pro 

rata interest in that entity in the event 

that the entity issues additional 

instruments conveying interests in the 

entity; 

(5) The power to prevent the change 

of existing legal rights or preferences of 

the particular class of stock held by 

minority investors, as provided in the 

relevant corporate documents governing 

such shares; and 

(6) The power to prevent the 

amendment of the Articles of 

Incorporation, constituent agreement, or 

other organizational documents of an 

entity with respect to the matters 

described in paragraphs (c)(1) through 

(5) of this section. 

(d) The Committee will consider, on 

a case-by-case basis, whether minority 

shareholder protections other than those 

listed in paragraph (c) of this section do 

not confer control over an entity. 

Note 1 to § 802.208: This definition is 

included herein for the purpose of 

determining whether a foreign person may be 

involved in a covered real estate transaction. 

For additional information, see the examples 

provided at § 800.208, as relevant. 

§ 802.209 Conversion. 

The term conversion means the 

exercise of a right inherent in the 

ownership or holding of a particular 

financial instrument to exchange any 

such instrument for an equity interest. 

§ 802.210 Covered port. 

(a) The term covered port means, 

subject to paragraph (b) of this section, 

any port that is listed: 

(1) In the Department of 

Transportation, Federal Aviation 

Administration’s annual final 

enplanement data as a ‘‘large hub 

airport,’’ as that term is defined in 49 

U.S.C. 40102; 

(2) In the Department of 

Transportation, Federal Aviation 

Administration’s annual final all-cargo 

landed weight data as an airport with 

annual aggregate all-cargo landed 

weight greater than 1.24 billion pounds; 

(3) By the Department of 

Transportation, Federal Aviation 

Administration as a ‘‘joint use airport,’’ 

as that term is defined in 49 U.S.C. 

47175; 

(4) By the Department of 

Transportation, Maritime 

Administration as a commercial 

strategic seaport within the National 

Port Readiness Network; or 

(5) By the Department of 

Transportation, Bureau of 

Transportation Statistics as a top 25 

tonnage, container, or dry bulk port. 

(b) For purposes of determining 

whether a port constitutes a covered 

port under paragraph (a) of this section, 

(1) Any port that is added after 

February 13, 2020 to any of the lists 

described in paragraph (a) of this 

section shall be deemed not to be in 

effect as a covered port until 30 days 

after the port’s addition to the relevant 

list maintained by the Department of 

Transportation; and 

(2) In the context of a particular 

transaction, the covered ports in effect 

on the day immediately prior to, the 

earlier of, the date on which the parties 

sign a written document establishing the 

material terms of the transaction, or the 

completion date of the transaction, shall 

apply. 

Note 1 to § 802.210: The lists described in 

paragraph (a) of this section are published on 

the Department of Transportation website. 

§ 802.211 Covered real estate. 

The term covered real estate means 

real estate that: 

(a) Is, is located within, or will 

function as part of, a covered port; or 

(b) Is located within: 

(1) Close proximity of any military 

installation described in § 802.227(b) to 

(o), or another facility or property of the 

U.S. Government, in each case as 

identified in the list at part 1 or part 2 

of appendix A to this part; 

(2) The extended range of any military 

installation described in § 802.227(h), 

(k), or (m), as identified in the list at part 

2 of appendix A to this part; 

(3) Any county or other geographic 

area identified in connection with any 

military installation described in 

§ 802.227(a), as identified in the list at 

part 3 of appendix A to this part; or 

(4) Any part of a military installation 

described in § 802.227(p), as identified 

at part 4 of appendix A to this part, to 

the extent located within the limits of 

the territorial sea of the United States. 

§ 802.212 Covered real estate transaction. 

The term covered real estate 

transaction means: 

(a) Other than an excepted real estate 

transaction, any purchase or lease by, or 

concession to, a foreign person of 

covered real estate, that affords the 

foreign person at least three of the 

property rights under § 802.233; 

(b) Other than an excepted real estate 

transaction, any purchase or lease by, or 

concession to, a foreign person of 

covered real estate, that, through a 

subsequent change in the rights that a 

foreign person has with respect to that 

covered real estate, results in the foreign 

person having at least three of the 

property rights under § 802.233; or 

(c) Any other transaction, transfer, 

agreement, or arrangement, the structure 

of which is designed or intended to 

evade or circumvent the application of 

section 721 as it relates to real estate 

transactions. 

Note 1 to § 802.212: Any transaction, 

transfer, agreement, or arrangement described 

in this section that arises pursuant to a 

bankruptcy proceeding or other form of 

default on debt is a covered real estate 

transaction. See also § 802.303 for the 

treatment of certain lending transactions. 


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§ 802.213 Entity. 

The term entity means any branch, 

partnership, group or sub-group, 

association, estate, trust, corporation or 

division of a corporation, or 

organization (whether or not organized 

under the laws of any State or foreign 

state); assets (whether or not organized 

as a separate legal entity) operated by 

any one of the foregoing as a business 

undertaking in a particular location or 

for particular products or services; and 

any government (including a foreign 

national or subnational government, the 

U.S. Government, a subnational 

government within the United States, 

and any of their respective departments, 

agencies, or instrumentalities). 

§ 802.214 Excepted real estate foreign 

state. 

The term excepted real estate foreign 

state means, until February 13, 2022, a 

foreign state that meets the criteria in 

paragraph (a) of this section, and 

beginning on February 13, 2022, a 

foreign state that meets both the criteria 

in paragraphs (a) and (b) of this section: 

(a) Is identified by the Committee as 

an eligible foreign state and 

(b) Is a foreign state for which the 

Committee has made a determination 

under § 802.1001(a). 

Note 1 to § 802.214: The name of each 

foreign state identified by the Committee as 

an eligible foreign state will be available at 

the Committee’s section of the Department of 

the Treasury website. See § 802.1001(c) 

regarding the publication of a notice in the 

Federal Register of a determination under 

§ 802.1001(a). The list of excepted real estate 

foreign states will also be available at the 

Committee’s section of the Department of the 

Treasury website. 

§ 802.215 Excepted real estate investor. 

(a) The term excepted real estate 

investor means a foreign person who is, 

as of the completion date of the 

transaction and subject to paragraphs (c) 

and (d) of this section: 

(1) A foreign national who is a 

national of one or more excepted real 

estate foreign states and is not also a 

national of any foreign state that is not 

an excepted real estate foreign state; 

(2) A foreign government of an 

excepted real estate foreign state; or 

(3) A foreign entity that meets each of 

the following conditions with respect to 

itself and each of its parents (if any): 

(i) Such entity is organized under the 

laws of an excepted real estate foreign 

state or in the United States; 

(ii) Such entity has its principal place 

of business in an excepted real estate 

foreign state or in the United States; 

(iii) Seventy-five percent or more of 

the members and 75 percent or more of 

the observers of the board of directors or 

equivalent governing body of such 

entity are: 

(A) U.S. nationals; or 

(B) Nationals of one or more excepted 

real estate foreign states who are not 

also nationals of any foreign state that 

is not an excepted real estate foreign 

state; 

(iv) Any foreign person that 

individually, and each foreign person 

that is part of a group of foreign persons 

that in the aggregate, holds 10 percent 

or more of the outstanding voting 

interest of such entity; holds the right to 

10 percent or more of the profits of such 

entity; holds the right in the event of 

dissolution to 10 percent or more of the 

assets of such entity; or otherwise could 

exercise control over such entity, is: 

(A) A foreign national who is a 

national of one or more excepted real 

estate foreign states and is not also a 

national of any foreign state that is not 

an excepted real estate foreign state; 

(B) A foreign government of an 

excepted real estate foreign state; or 

(C) A foreign entity that is organized 

under the laws of an excepted real estate 

foreign state and has its principal place 

of business in an excepted real estate 

foreign state or in the United States; and 

(v) The minimum excepted ownership 

of such entity is held, individually or in 

the aggregate, by one or more persons 

each of whom is: 

(A) Not a foreign person; 

(B) A foreign national who is a 

national of one or more excepted real 

estate foreign states and is not also a 

national of any foreign state that is not 

an excepted real estate foreign state; 

(C) A foreign government of an 

excepted real estate foreign state; or 

(D) A foreign entity that is organized 

under the laws of an excepted real estate 

foreign state and has its principal place 

of business in an excepted real estate 

foreign state or in the United States. 

(b) For purposes of paragraph 

(a)(3)(iv) of this section, foreign persons 

who are related, have formal or informal 

arrangements to act in concert, or are 

agencies or instrumentalities of, or 

controlled by, the national or 

subnational governments of a single 

foreign state are considered part of a 

group of foreign persons and their 

individual ownerships are aggregated. 

(c) Notwithstanding paragraph (a) of 

this section, a foreign person is not an 

excepted real estate investor with 

respect to a transaction if: 

(1) In the five years prior to the 

completion date of the transaction the 

foreign person, any of its parents, or any 

entity of which it is a parent: 

(i) Has received written notice from 

the Committee that it has submitted a 

material misstatement or omission in a 

notice or declaration or made a false 

certification under this part or part 800 

or 801 of this chapter; 

(ii) Has received written notice from 

the Committee that it has violated a 

material provision of a mitigation 

agreement entered into with, material 

condition imposed by, or an order 

issued by, the Committee or a lead 

agency under section 721(l); 

(iii) Has been subject to action by the 

President under section 721(d); 

(iv) Has: 

(A) Received a written Finding of 

Violation or Penalty Notice imposing a 

civil monetary penalty from the 

Department of the Treasury, Office of 

Foreign Assets Control (OFAC); or 

(B) Entered into a settlement 

agreement with OFAC with respect to 

apparent violations of U.S. sanctions 

laws administered by OFAC, including 

the International Emergency Economic 

Powers Act, the Trading With the 

Enemy Act, the Foreign Narcotics 

Kingpin Designation Act, each as 

amended, or of any executive order, 

regulation, order, directive, or license 

issued pursuant thereto; 

(v) Has received a written notice of 

debarment from the Department of 

State, Directorate of Defense Trade 

Controls, as described in 22 CFR parts 

127 and 128; 

(vi) Has been a respondent or party in 

a final order, including a settlement 

order, issued by the Department of 

Commerce, Bureau of Industry and 

Security (BIS) regarding violations of 

U.S. export control laws administered 

by BIS, including the Export Control 

Reform Act of 2018 (50 U.S.C. 4801 et 

seq.), the Export Administration 

Regulations (15 CFR parts 730–774), or 

of any executive order, regulation, 

order, directive, or license issued 

pursuant thereto; 

(vii) Has received a final decision 

from the Department of Energy, National 

Nuclear Security Administration 

imposing a civil penalty with respect to 

a violation of section 57 b. of the Atomic 

Energy Act of 1954, as implemented 

under 10 CFR part 810; or 

(viii) Has been convicted of, or has 

entered into a deferred prosecution 

agreement or non-prosecution 

agreement with the Department of 

Justice with respect to, any felony in 

any jurisdiction within the United 

States; or 

(2) The foreign person, any of its 

parents, or any entity of which it is a 

parent is, on the date on which the 

parties to the transaction first execute a 

binding written agreement, or other 

binding document, establishing the 

material terms of the transaction, listed 


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on either the BIS Unverified List or 

Entity List in 15 CFR part 744. 

(d) Irrespective of whether the foreign 

person satisfies the criteria in paragraph 

(a)(1) or (2), (a)(3)(i) through (iii), or 

(c)(1)(i) through (iii) of this section as of 

the completion date, if at any time 

during the three-year period following 

the completion date the foreign person 

no longer meets all the criteria set forth 

in paragraph (a)(1) or (2), (a)(3)(i) 

through (iii), or (c)(1)(i) through (iii) of 

this section, the foreign person is not an 

excepted real estate investor with 

respect to the transaction from the 

completion date onward. This 

paragraph does not apply when an 

excepted real estate investor no longer 

meets any of the criteria solely due to 

a rescission of a determination under 

§ 802.1001(b) or if the relevant foreign 

state otherwise ceases to be an excepted 

real estate foreign state. 

(e) A foreign person may waive its 

status as an excepted real estate investor 

with respect to a transaction at any time 

by submitting a declaration under 

§ 802.401 or filing a notice under 

§ 802.501 regarding the transaction in 

which it explicitly waives such status. 

In such case, the foreign person will be 

deemed not to be an excepted real estate 

investor with respect to the transaction, 

and the relevant provisions of subpart D 

or E will apply. 

Note 1 to § 802.215: See § 802.501(c)(2) 

regarding an agency notice where a foreign 

person is not an excepted real estate investor 

solely due to paragraph (d) of this section. 

§ 802.216 Excepted real estate transaction. 

The term excepted real estate 

transaction means the following: 

(a) A purchase or lease by, or 

concession to, an excepted real estate 

investor of covered real estate, or a 

change in rights of an excepted real 

estate investor with respect to covered 

real estate. 

(b) A covered transaction as defined 

in part 800 of this chapter that includes 

the purchase, lease, or concession of 

covered real estate. 

(c) The purchase, lease, or concession 

of covered real estate that is within an 

urbanized area or urban cluster, except 

for real estate that is subject to 

paragraph (a) or (b)(1) of § 802.211. 

(d) The purchase, lease, or concession 

of covered real estate that is a single 

housing unit, including fixtures and 

adjacent land to the extent that such 

fixtures and land are incidental to the 

use of the real estate as a single housing 

unit. 

(e) The lease by or a concession to a 

foreign person of covered real estate 

under paragraph (a) of § 802.211 if: 

(1) The foreign person is a foreign air 

carrier, as that term is defined in 49 

U.S.C. 40102(a)(21), for whom the 

Department of Homeland Security, 

Transportation Security Administration 

has accepted a security program under 

49 CFR 1546.105, but only to the extent 

that the lease or concession is in 

furtherance of its activities as a foreign 

air carrier; or 

(2) According to the terms of the lease 

or concession, the covered real estate 

may be used only for the purpose of 

engaging in the retail sale of consumer 

goods or services to the public. 

(f) The purchase or lease by, or 

concession to, a foreign person of 

commercial space in a multi-unit 

building that is covered real estate, if, 

upon the completion of the transaction: 

(1) The foreign person and its 

affiliates do not, in the aggregate, hold, 

lease, or have a concession with respect 

to commercial space in such building 

that exceeds 10 percent of the total 

square footage of the commercial space 

of such building; and 

(2) The foreign person and its 

affiliates (each counted separately) do 

not represent more than 10 percent of 

the total number of tenants based on the 

number of ownership, lease and 

concession arrangements for 

commercial space in the building. 

(g) The purchase or lease by, or a 

concession to, a foreign person of 

covered real estate either: 

(1) Owned by an Alaska ‘‘Native 

village,’’ ‘‘Native group,’’ or ‘‘Native 

Corporation’’ as those terms are defined 

in the Alaska Native Claims Settlement 

Act at 43 U.S.C. 1602; or 

(2) Held in trust by the United States 

for American Indians, Indian tribes, 

Alaska Natives, or any of the entities set 

forth in paragraph (g)(1) of this section. 

(h) Examples: 

(1) Example 1. Corporation A, a foreign 

person, proposes to purchase all of the shares 

of Corporation X, a U.S. business. 

Corporation X is in the business of owning 

and leasing real estate, including real estate 

properties that are in close proximity to 

military installations identified in part 1 and 

part 2 of appendix A to this part. As the sole 

owner of Corporation X, Corporation A will 

have control over Corporation X. The 

proposed transaction is not a covered real 

estate transaction but is a covered transaction 

under part 800 of this chapter. 

(2) Example 2. Same facts as the example 

in paragraph (h)(1) of this section. After the 

transaction contemplated in Example 1 of 

this section is completed, Corporation X 

leases from another person a tract of land that 

is in close proximity to a military installation 

identified in part 1 of appendix A to this 

part. Assuming no other relevant facts, the 

proposed transaction is a covered real estate 

transaction but only with respect to the new 

lease. 

(3) Example 3. Corporation A, a foreign 

person, seeks to purchase from Corporation 

X an empty warehouse located in close 

proximity to a military installation identified 

in part 2 of appendix A to this part. 

Assuming no other relevant facts, the 

purchase of the covered real estate is not a 

covered transaction subject to part 800 of this 

chapter because Corporation A has not 

acquired a U.S. business, and the purchase is 

a covered real estate transaction. 

(4) Example 4. Same facts as the example 

in paragraph (h)(3) of this section, except 

that, in addition to the proposed purchase of 

Corporation X’s empty warehouse, 

Corporation A would also acquire from 

Corporation X the personnel, customer list, 

equipment, and inventory management 

software used to operate the warehouse. 

Under these facts, Corporation A is acquiring 

a U.S. business, and the proposed transaction 

is a covered transaction subject to part 800 

of this chapter and therefore not a covered 

real estate transaction. 

(5) Example 5. Corporation A, a foreign 

person, purchases covered real estate that is 

undeveloped and in close proximity to a 

military installation identified in part 1 of 

appendix A to this part. Corporation A, 

through a newly incorporated U.S. 

subsidiary, intends to use the covered real 

estate to set up a manufacturing facility. 

Assuming no other relevant facts, 

Corporation A has not acquired a U.S. 

business, the purchase of the covered real 

estate is not a covered transaction subject to 

part 800 of this chapter, and Corporation A’s 

purchase of the covered real estate is a 

covered real estate transaction. 

(6) Example 6. A foreign person purchases 

real estate. The nearest military installation 

is one that is identified in part 2 of appendix 

A to this part and is 40 miles away (i.e., in 

the extended range) from the real estate. The 

real estate is located in a statistical 

geographic area with a population of 125,000 

individuals. Assuming no other relevant 

facts, the transaction is not a covered real 

estate transaction because the covered real 

estate is located in an urbanized area. 

(7) Example 7. Same facts as the example 

in paragraph (h)(6) of this section, except that 

the covered real estate is not located in an 

urbanized area or an urban cluster. Assuming 

no other relevant facts, the real estate 

transaction is a covered real estate 

transaction. 

(8) Example 8. A foreign person purchases 

real estate that is 0.25 miles from a military 

installation identified in part 1 of appendix 

A to this part. The real estate is located in 

an urbanized area. Assuming no other 

relevant facts, the real estate transaction is a 

covered real estate transaction because it is 

in close proximity to a military installation 

listed in part 1 of appendix A to this part. 

(9) Example 9. A foreign person purchases 

a single housing unit, including the one acre 

of land surrounding it, within 0.5 miles from 

a military installation identified in part 1 of 

appendix A to this part. Each home in the 

neighborhood sits on a separate lot, each of 

which is approximately one acre in size. The 

acre of land surrounding the housing unit is 

incidental to use of the land as a single 

housing unit, and the real estate transaction 


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therefore is not a covered real estate 

transaction. 

(10) Example 10. Same facts as the 

example in paragraph (h)(9) of this section, 

except that the foreign person also purchases 

an adjacent five acres of undeveloped land a 

year later. Assuming no other relevant facts, 

the purchase of the adjacent land is a covered 

real estate transaction. 

(11) Example 11. A foreign person leases 

five percent of the total commercial space in 

a building located 0.5 miles from a military 

installation identified in part 1 of appendix 

A to this part. There are nine other tenants 

that have leases for commercial space with 

the building owner. Assuming no other 

relevant facts, the transaction is a not a 

covered real estate transaction. 

Note 1 to § 802.216: With respect to 

paragraph (d) of this section, for purposes 

herein, fixtures and land may be considered 

incidental if the size and nature of such is 

common for similar single housing units in 

the locality in which the unit is located. 

§ 802.217 Extended range. 

The term extended range means, with 

respect to any military installation 

identified in § 802.227(h), (k), or (m), as 

listed in part 2 of appendix A to this 

part, the area that extends 99 miles 

outward from the outer boundary of 

close proximity to such military 

installation, but, where applicable, not 

exceeding the outer limit of the 

territorial sea of the United States. 

§ 802.218 Foreign entity. 

(a) The term foreign entity means any 

branch, partnership, group or sub-group, 

association, estate, trust, corporation or 

division of a corporation, or 

organization organized under the laws 

of a foreign state if either its principal 

place of business is outside the United 

States or its equity securities are 

primarily traded on one or more foreign 

exchanges. 

(b) Notwithstanding paragraph (a) of 

this section, any branch, partnership, 

group or sub-group, association, estate, 

trust, corporation or division of a 

corporation, or organization that can 

demonstrate that a majority of the equity 

interest in such entity is ultimately 

owned by U.S. nationals is not a foreign 

entity. 

§ 802.219 Foreign government. 

The term foreign government means 

any government or body exercising 

governmental functions, other than the 

U.S. Government or a subnational 

government of the United States. The 

term includes, but is not limited to, 

national and subnational governments, 

including their respective departments, 

agencies, and instrumentalities. 

§ 802.220 Foreign national. 

The term foreign national means any 

individual other than a U.S. national. 

§ 802.221 Foreign person. 

(a) The term foreign person means: 

(1) Any foreign national, foreign 

government, or foreign entity; or 

(2) Any entity over which control is 

exercised or exercisable by a foreign 

national, foreign government, or foreign 

entity. 

(b) Any entity over which control is 

exercised or exercisable by a foreign 

person is a foreign person. 

(c) Examples: 

(1) Example 1. Corporation A is organized 

under the laws of a foreign state and is 

engaged in business only outside the United 

States. All of its shares are held by 

Corporation X, which solely controls 

Corporation A. Corporation X is organized in 

the United States and is wholly owned and 

controlled by U.S. nationals. Assuming no 

other relevant facts, Corporation A, although 

organized and operating only outside the 

United States, is not a foreign entity due to 

§ 802.218(b) and is not a foreign person. 

(2) Example 2. Same facts as the first 

sentence of the example in paragraph (c)(1) 

of this section. The government of the foreign 

state under whose laws Corporation A is 

organized exercises control over Corporation 

A because a law establishing Corporation A 

gives the foreign state the right to appoint 

Corporation A’s board members. Corporation 

A is a foreign person. 

(3) Example 3. Corporation A is organized 

in the United States, is engaged in interstate 

commerce in the United States, and is 

controlled by Corporation X. Corporation X 

is organized under the laws of a foreign state, 

its principal place of business is located 

outside the United States, and 50 percent of 

its shares are held by foreign nationals and 

50 percent of its shares are held by U.S. 

nationals. Both Corporation A and 

Corporation X are foreign persons. 

Corporation A is also a U.S. business. 

(4) Example 4. Corporation A is organized 

under the laws of a foreign state and is 

owned and controlled by a foreign national. 

A branch of Corporation A engages in 

interstate commerce in the United States. 

Corporation A (including its branch) is a 

foreign person. The branch is also a U.S. 

business. 

(5) Example 5. Corporation A is organized 

under the laws of a foreign state and its 

principal place of business is located outside 

the United States. Forty-five percent of the 

equity interest in Corporation A is owned in 

equal shares by numerous unrelated foreign 

investors, none of whom has control. The 

foreign investors have no formal or informal 

arrangement with any other holder of equity 

interest in Corporation A to act in concert 

regarding Corporation A. Corporation A can 

demonstrate that the remainder of the equity 

interest in Corporation A is ultimately held 

by U.S. nationals. Assuming no other 

relevant facts, Corporation A is not a foreign 

entity or foreign person. 

(6) Example 6. Same facts as the example 

in paragraph (c)(5) of this section, except that 

one of the foreign investors, a foreign 

national, controls Corporation A. Assuming 

no other relevant facts, Corporation A is not 

a foreign entity due to § 802.218(b), but it is 

a foreign person under paragraph (a)(2) of 

this section because it is controlled by a 

foreign national. 

§ 802.222 Hold. 

The terms hold(s) and holding mean 

legal or beneficial ownership, whether 

direct or indirect, whether through 

fiduciaries, agents, or other means. 

§ 802.223 Housing unit. 

The term housing unit means a single 

family house, townhome, mobile home 

or trailer, apartment, group of rooms, or 

single room that is occupied as a 

separate living quarters, or, if vacant, is 

intended for occupancy as a separate 

living quarters. 

§ 802.224 Investment fund. 

The term investment fund means any 

entity that is an ‘‘investment company,’’ 

as defined in section 3(a) of the 

Investment Company Act of 1940 (15 

U.S.C. 80a–1 et seq.), or would be an 

‘‘investment company’’ but for one or 

more of the exemptions provided in 

section 3(b) or 3(c) thereunder. 

§ 802.225 Lead agency. 

The term lead agency means the 

Department of the Treasury and any 

other agency designated by the 

Chairperson of the Committee to have 

primary responsibility, on behalf of the 

Committee, for the specific activity for 

which the Chairperson designates it as 

a lead agency, including all or a portion 

of an assessment, a review, an 

investigation, or the negotiation or 

monitoring of a mitigation agreement or 

condition. 

§ 802.226 Lease. 

(a) The term lease means an 

arrangement conveying a possessory 

interest in real estate, short of 

ownership, to a person for a specified 

time and in exchange for consideration. 

This term includes subleases and 

assignments in whole or part. 

(b) Examples: 

(1) Example 1. Foreign person A enters 

into an arrangement with a neighbor that 

allows the foreign person to use a private 

road running across the neighbor’s land. The 

road will remain owned by the neighbor 

following the arrangement. The neighbor will 

also retain physical possession of his land 

despite the foreign person having permission 

to traverse the land while using the road. The 

arrangement does not convey a possessory 

interest in real estate. Assuming no other 

relevant facts, the foreign person has not 

entered into a lease. 

(2) Example 2. Same facts as the example 

in paragraph (b)(1) of this section, except that 


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the foreign person’s arrangement with the 

neighbor gives the foreign person the 

exclusive right to occupy a portion of the 

neighbor’s land and attach fixtures to the 

surface, in exchange for a fee for a specified 

period of time. The foreign person can 

unilaterally adjust, remove, and make other 

changes to the fixtures. The foreign person 

has entered into a lease. 

Note 1 to § 802.226: See § 800.249(a)(5) for 

certain long-term leases and concessions that 

could be subject to part 800 of this chapter. 

§ 802.227 Military installation. 

The term military installation means 

any site that meets the following 

category descriptions, as identified in 

the list at appendix A to this part: 

(a) Active Air Force ballistic missile 

fields; 

(b) Air Force bases administering 

active Air Force ballistic missile fields; 

(c) Air Force bases and major annexes 

thereof containing a unit from the Air 

Force Air Combat Command; 

(d) Air Force bases and major annexes 

thereof containing an Air Force research 

laboratory or test unit and associated 

sites; 

(e) Air Force bases and major annexes 

thereof containing a unit of the North 

American Aerospace Defense Command 

and its regions; 

(f) Air Force bases and Air Force 

stations and major annexes thereof 

containing satellite, telemetry, tracking, 

or commanding systems; 

(g) Army bases, ammunition plants, 

centers of excellence and research 

laboratories and major annexes thereof, 

excluding depots, arsenals, and airfields 

that are not collocated with an Army 

installation included in this section; 

(h) Army combat training centers 

located in the continental United States; 

(i) Headquarters of the Office of the 

Secretary of Defense and Defense 

Advanced Research Projects Agency and 

major offices and annexes thereof; 

(j) Long range radar sites and major 

annexes thereof in any of the following 

states: Alaska, North Dakota, California, 

or Massachusetts; 

(k) Major range and test facility base 

activities as defined in 10 U.S.C. 196; 

(l) Marine Corps bases and air stations 

and major annexes thereof, excluding 

detachments, installations, logistics 

battalions, recruit depots, and support 

facilities; 

(m) Military ranges as defined in 10 

U.S.C. 101(e)(1) owned by the Navy or 

Air Force, or joint forces training centers 

that are located in any of the following 

states: Oregon, Nevada, Idaho, 

Wisconsin, Mississippi, North Carolina, 

or Florida; 

(n) Naval bases and air stations 

containing squadrons and supporting 

commands of the Submarine Force 

Atlantic or Submarine Force Pacific and 

major offices thereof; 

(o) Naval surface, air, and undersea 

warfare centers and research 

laboratories and major annexes thereof; 

and 

(p) Navy off-shore range complexes 

and off-shore operating areas. 

§ 802.228 Minimum excepted ownership. 

The term minimum excepted 

ownership means: 

(a) With respect to an entity whose 

equity securities are primarily traded on 

an exchange in an excepted real estate 

foreign state or the United States, a 

majority of its voting interest, the right 

to a majority of its profits, and the right 

in the event of dissolution to a majority 

of its assets; and 

(b) With respect to an entity whose 

equity securities are not primarily 

traded on an exchange in an excepted 

real estate foreign state or the United 

States, 80 percent or more of its voting 

interest, the right to 80 percent or more 

of its profits, and the right in the event 

of dissolution to 80 percent or more of 

its assets. 

§ 802.229 Parent. 

(a) The term parent means, with 

respect to an entity: 

(1) A person who or which directly or 

indirectly: 

(i) Holds or will hold at least 50 

percent of the outstanding voting 

interest in the entity; or 

(ii) Holds or will hold the right to at 

least 50 percent of the profits of the 

entity, or has or will have the right in 

the event of dissolution to at least 50 

percent of the assets of the entity; or 

(2) The general partner, managing 

member, or equivalent of the entity. 

(b) Any entity that meets the 

conditions of paragraph (a)(1) or (2) of 

this section with respect to another 

entity (i.e., the intermediate parent) is 

also a parent of any other entity of 

which the intermediate parent is a 

parent. 

(c) Examples: 

(1) Example 1. Corporation P holds 50 

percent of the voting interest in Corporations 

R and S; Corporation R holds 40 percent of 

the voting interest in Corporation X; and 

Corporation S holds 50 percent of the voting 

interest in Corporation Y, which in turn 

holds 50 percent of the voting interest in 

Corporation Z. Corporation P is a parent of 

Corporations R, S, Y, and Z, but not of 

Corporation X. Corporation S is a parent of 

Corporation Y and Z, and Corporation Y is 

a parent of Corporation Z. 

(2) Example 2. Corporation A holds 

warrants which when exercised will entitle 

it to vote 50 percent of the outstanding shares 

of Corporation B. Corporation A is a parent 

of Corporation B. 

(3) Example 3. Investor A holds 60 percent 

of the outstanding voting interest in 

Corporation B. Investor C holds the right to 

80 percent of the profits of Corporation B. 

Each of Investor A and Investor C is a parent 

of Corporation B. 

§ 802.230 Party to a transaction. 

(a) The term party to a transaction 

means: 

(1) In the case of a purchase, the 

person acquiring the ownership interest, 

the person from whom such ownership 

interest is acquired, and the entity 

whose ownership interest is being 

acquired, without regard to any person 

providing brokerage or underwriting 

services for the transaction; 

(2) In the case of a lease, the person 

acquiring the possessory interest, and 

the person from whom such possessory 

interest is acquired; 

(3) In the case of a concession, the 

person receiving the right to use the 

covered real estate, and the U.S. public 

entity; 

(4) In the case of a change in rights 

that a person has with respect to 

covered real estate as a result of a 

purchase, lease, or concession, the 

person whose rights change as a result 

of the transaction, and the person 

conveying those rights; and 

(5) In the case of any other 

transaction, transfer, agreement, or 

arrangement, the structure of which is 

designed or intended to evade or 

circumvent the application of section 

721, any person that participates in such 

transaction, transfer, agreement, or 

arrangement. 

(6) In all cases, each party that 

submitted a declaration or notice to the 

Committee regarding a transaction. 

(b) For purposes of section 721(l), the 

term party to a transaction includes any 

affiliate of any party described in 

paragraph (a) of this section that the 

Committee, or a lead agency acting on 

behalf of the Committee, determines is 

relevant to mitigating a risk to the 

national security of the United States. 

§ 802.231 Person. 

The term person means any 

individual or entity. 

§ 802.232 Principal place of business. 

(a) The term principal place of 

business means, subject to paragraph (b) 

of this section, the primary location 

where an entity’s management directs, 

controls, or coordinates the entity’s 

activities, or, in the case of an 

investment fund, where the fund’s 

activities and investments are primarily 

directed, controlled, or coordinated by 

or on behalf of the general partner, 

managing member, or equivalent. 


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(b) If the location determined under 

paragraph (a) of this section is in the 

United States and the entity has 

represented to the U.S. Government or 

a subnational government of the United 

States or any foreign government, in the 

most recent submission or filing to such 

government (other than a submission or 

filing to the Committee) in which the 

entity has identified its principal place 

of business, principal office and place of 

business, address of principal executive 

offices, address of headquarters, or 

equivalent, that any of the foregoing is 

outside the United States, then the 

location identified in such submission 

or filing is deemed for purposes of this 

definition to be the entity’s principal 

place of business unless the entity can 

demonstrate that such location has 

changed to the United States since such 

submission or filing. 

§ 802.233 Property right. 

(a) The term property right means, 

with respect to real estate, any of the 

following rights or abilities, whether or 

not exercised, whether or not shared 

concurrently with any other person, and 

whether or not the underlying real 

estate is subject to an easement or other 

encumbrance: 

(1) To physically access the real 

estate; 

(2) To exclude others from physically 

accessing the real estate; 

(3) To improve or develop the real 

estate; or 

(4) To attach fixed or immovable 

structures or objects to the real estate. 

(b) Examples: 

(1) Example 1. Corporation A, a foreign 

person, enters into a lease of real estate. 

Although at least one other person shares 

concurrently with Corporation A the right to 

access the property, Corporation A retains 

the right to physically exclude others from 

access that would interfere with its rights 

under the lease. Under the lease, Corporation 

A has the right to exclude others from 

physically accessing the real estate, and 

therefore affords the foreign person a 

property right. 

(2) Example 2. Corporation A, a foreign 

person, enters into a lease of real estate that 

allows Corporation A to develop the real 

estate. The exercise of the right to develop 

the real estate is subject to Corporation A 

obtaining the appropriate regulatory permits. 

Notwithstanding the fact that Corporation A 

has not fully exercised its lease right pending 

the issuance of the permits, Corporation A is 

a party to lease that affords it a property right 

for purposes of this part. 

§ 802.234 Purchase. 

(a) The term purchase means an 

arrangement conveying an ownership 

interest in real estate to a person in 

exchange for consideration. 

(b) Example: Person A, a foreign 

person, acquires covered real estate 

from Person B, a U.S. national, in 

exchange for land and services. Person 

A has purchased the covered real estate 

because the arrangement was predicated 

on consideration in the form of land and 

services. 

§ 802.235 Real estate. 

The term real estate means any land, 

including subsurface and submerged, or 

structure attached to land, including 

any building or any part thereof, that is 

located in the United States. 

§ 802.236 Section 721. 

The term section 721 means section 

721 of title VII of the Defense 

Production Act of 1950, as amended (50 

U.S.C. 4565). 

§ 802.237 Transaction. 

The term transaction means any 

purchase or lease by, or concession to, 

a person of real estate, whether 

proposed or completed. 

§ 802.238 United States. 

The term United States or U.S. means 

the United States of America, the States 

of the United States, the District of 

Columbia, and any commonwealth, 

territory, dependency, or possession of 

the United States, or any subdivision of 

the foregoing, and includes the 

territorial sea of the United States. For 

purposes of these regulations and their 

examples in this part, an entity 

organized under the laws of the United 

States of America, one of the States, the 

District of Columbia, or a 

commonwealth, territory, dependency, 

or possession of the United States is an 

entity organized ‘‘in the United States.’’ 

§ 802.239 Urban cluster. 

The term urban cluster means a 

statistical geographic area as identified 

in the most recent U.S. Census 

consisting of a densely settled core 

created from census tracts or blocks and 

contiguous qualifying territory that 

together have at least 2,500 individuals 

but fewer than 50,000 individuals. 

§ 802.240 Urbanized area. 

The term urbanized area means a 

statistical geographic area as identified 

in the most recent U.S. Census 

consisting of a densely settled core 

created from census tracts or blocks and 

contiguous qualifying territory that 

together have a minimum population of 

at least 50,000 individuals. 

§ 802.241 U.S. business. 

The term U.S. business means any 

entity, irrespective of the nationality of 

the persons that control it, engaged in 

interstate commerce in the United 

States. 

Note 1 to § 802.241: See examples to 

definition in § 800.252. 

§ 802.242 U.S. national. 

The term U.S. national means an 

individual who is a U.S. citizen or an 

individual who, although not a U.S. 

citizen, owes permanent allegiance to 

the United States. 

§ 802.243 U.S. public entity. 

The term U.S. public entity means the 

U.S. Government, a subnational 

government of the United States, or any 

other body exercising governmental 

functions of the United States, including 

air and maritime port authorities. The 

term includes, but is not limited to, the 

respective departments, agencies, and 

instrumentalities of the U.S. 

Government and the subnational 

governments of the United States. 

§ 802.244 Voting interest. 

The term voting interest means any 

interest in an entity that entitles the 

owner or holder of that interest to vote 

for the election of directors of the entity 

(or, with respect to unincorporated 

entities, individuals exercising similar 

functions) or to vote on other matters 

affecting the entity. 

Subpart C—Coverage 

§ 802.301 Transactions that are covered 

real estate transactions. 

Transactions that are covered real 

estate transactions include: 

(a) A transaction that meets the 

criteria of § 802.212, including where a 

foreign person (other than an excepted 

real estate investor) enters into a 

purchase or lease of, or obtains a 

concession to, covered real estate either 

directly or indirectly. (See the examples 

in paragraphs (h)(1) and (2) of this 

section.) 

(b) A purchase by a foreign person 

(other than an excepted real estate 

investor) of less than full ownership of 

covered real estate that nevertheless 

affords the foreign person at least three 

property rights with respect to the 

covered real estate. (See the example in 

paragraph (h)(3) of this section.) 

(c) A purchase or lease by, or 

concession to, a foreign person (other 

than an excepted real estate investor) of 

real estate, a portion of which is covered 

real estate with respect to which the 

foreign person has at least three 

property rights. (See the example in 

paragraph (h)(4) of this section.) 

(d) A purchase or lease by, or 

concession to, a foreign person (other 

than an excepted real estate investor) of 

a portion of covered real estate with 

respect to which the foreign person has 

at least three property rights. (See the 


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example in paragraph (h)(5) of this 

section.) 

(e) A purchase, lease, or assignment of 

a concession, of covered real estate that 

meets the criteria of § 802.212 by one 

foreign person (other than an excepted 

real estate investor) from another foreign 

person. (See the example in paragraph 

(h)(6) of this section.) 

(f) A purchase or lease by, or 

concession to, a foreign person (other 

than an excepted real estate investor) of 

covered real estate, that, through a 

subsequent change in the rights that a 

foreign person has with respect to 

covered real estate, results in the foreign 

person having at least three property 

rights. (See the example in paragraph 

(h)(7) of this section.) 

(g) A transaction the structure of 

which is designed or intended to evade 

or circumvent the application of this 

part. 

(h) Examples: 

(1) Example 1. Corporation A, a foreign 

person, acquires Corporation X, a U.S. 

business. As a result, Corporation X is a 

foreign person. Subsequently, Corporation X 

purchases real estate that is in close 

proximity to a military installation identified 

in part 1 of appendix A to this part and 

obtains all of the property rights with respect 

to such real estate. Assuming no other 

relevant facts, the transaction is a covered 

real estate transaction. 

(2) Example 2. Corporation A purchases 

covered real estate that is undeveloped land. 

Corporation A’s only asset in the United 

States is the covered real estate, and 

Corporation A is not itself nor does it own 

a U.S. business. In a subsequent transaction, 

Corporation B, a foreign person, purchases 

100 percent of the shares of Corporation A. 

Assuming no other relevant facts, the 

subsequent transaction as an indirect 

purchase of real estate is a covered real estate 

transaction. 

(3) Example 3. Corporation A, a foreign 

person, together with Corporation B, a U.S. 

business, purchases real estate that is in close 

proximity to a military installation identified 

in part 2 of appendix A to this part. Neither 

party has full ownership; rather, the title to 

the real estate is held by the two parties 

jointly. Corporation A is afforded at least 

three property rights as a result of the 

transaction. Assuming no other relevant 

facts, the transaction is a covered real estate 

transaction. 

(4) Example 4. Corporation A, a foreign 

person, purchases real estate. Half of such 

real estate is located in close proximity to a 

military installation identified in part 1 of 

appendix A to this part of and is therefore 

covered real estate. The other half of the real 

estate purchased by Corporation A is not 

located in close proximity to any such 

military installation. Assuming no other 

relevant facts, Corporation A’s purchase is a 

covered real estate transaction. 

(5) Example 5. Corporation A, a U.S. 

business, purchases covered real estate that 

is entirely located in close proximity to a 

military installation identified in part 2 of 

appendix A to this part. Corporation B, a 

foreign person, leases from Corporation A a 

part of that real estate. Corporation B is 

entitled to at least three property rights with 

respect to the real estate as a result of the 

transaction. Assuming no other relevant 

facts, Corporation B’s lease is a covered real 

estate transaction. 

(6) Example 6. Corporation A, a foreign 

person, purchases covered real estate and is 

afforded three property rights with respect to 

the covered real estate. In a subsequent 

transaction, Corporation B, another foreign 

person, leases the covered real estate from 

Corporation A, and is also afforded three 

property rights. Assuming no other relevant 

facts, each transaction is a covered real estate 

transaction. 

(7) Example 7. Corporation A, a foreign 

person, leases from Person B covered real 

estate, and is afforded two property rights. 

Person B subsequently provides Corporation 

A an additional property right in connection 

with the lease. Assuming no other relevant 

facts, the lease is a covered real estate 

transaction because the subsequent change in 

rights results in the foreign person having at 

least three property rights. 

§ 802.302 Transactions that are not 

covered real estate transactions. 

Transactions that are not covered real 

estate transactions include: 

(a) A transaction that meets the 

definition of excepted real estate 

transaction in § 802.216. 

(b) A purchase or lease by, or 

concession to, a foreign person of 

covered real estate, or a subsequent 

change in rights, that does not afford or 

result in the foreign person having at 

least three of the property rights with 

respect to the covered real estate. 

(c) An acquisition of securities by a 

person acting as a securities 

underwriter, in the ordinary course of 

business and in the process of 

underwriting. 

(d) An acquisition pursuant to a 

condition in a contract of insurance 

relating to fidelity, surety, or casualty 

obligations if the contract was made by 

an insurer in the ordinary course of 

business. 

§ 802.303 Lending transactions. 

(a) The extension of a mortgage, loan, 

or similar financing arrangement by a 

foreign person to another person for the 

purpose of the purchase, lease, or 

concession of covered real estate, 

regardless of whether accompanied by 

the creation in favor of the foreign 

person of a secured interest in the 

covered real estate, shall not, by itself, 

constitute a covered real estate 

transaction. 

(1) The Committee will accept notices 

or declarations concerning a mortgage, 

loan, or similar financing arrangement 

that does not, by itself, constitute a 

covered real estate transaction only at 

the time that, because of imminent or 

actual default or other condition, there 

is a significant possibility that a 

purchase or lease by, concession to, or 

a change in rights involving a foreign 

person may result from the default or 

other condition and that would 

constitute a covered real estate 

transaction. 

(2) Where the Committee accepts a 

notice or declaration concerning a 

mortgage, loan, or similar financing 

arrangement under paragraph (a)(1) of 

this section, and a party to the 

transaction is a foreign person that 

makes mortgages or loans in the 

ordinary course of business, the 

Committee will take into account 

whether the foreign person has made 

any arrangements to transfer the 

ownership and property rights over the 

covered real estate to U.S. nationals or 

excepted real estate investors for 

purposes of determining whether such 

mortgage, loan, or financing 

arrangement constitutes a covered real 

estate transaction. 

(b) Notwithstanding paragraph (a) of 

this section, a mortgage, loan, or similar 

financing arrangement through which a 

foreign person acquires property rights 

over covered real estate may constitute 

a covered real estate transaction to the 

extent that the arrangement would 

constitute a purchase, lease, or 

concession under this part. 

(c) Example: Corporation A, a foreign 

bank, makes a secured loan to 

Corporation B in order for Corporation 

B to purchase a building that constitutes 

covered real estate. The collateral for the 

loan is the building that Corporation B 

is purchasing, and upon default, 

Corporation A would obtain an 

ownership interest and be afforded at 

least three property rights with respect 

to the building. Corporation B defaults 

on the loan. Assuming no other relevant 

facts, the Committee would accept a 

notice or declaration of the imminent 

default or default transferring 

ownership of the building to 

Corporation A, which would constitute 

a covered real estate transaction. 

§ 802.304 Timing rule for a contingent 

equity interest. 

(a) For purposes of determining 

whether to include the rights that a 

holder of a contingent equity interest 

will acquire upon conversion of, or 

exercise of a right provided by, that 

interest in the Committee’s analysis of 

whether a notified transaction is a 

covered real estate transaction, the 

Committee will consider factors that 

include: 


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(1) The imminence of conversion or 

satisfaction of contingent conditions; 

(2) Whether conversion or satisfaction 

of contingent conditions depends on 

factors within the control of the 

acquiring party; and 

(3) Whether the amount of interest 

and the rights that would be acquired 

upon conversion or satisfaction of 

contingent conditions can be reasonably 

determined at the time of acquisition. 

(b) When the Committee, applying 

paragraph (a) of this section, determines 

that the rights that the holder will 

acquire upon conversion or satisfaction 

of contingent condition will not be 

included in the Committee’s analysis of 

whether a notified or submitted 

transaction is a covered real estate 

transaction, the Committee will 

disregard the contingent equity interest 

for purposes of that transaction except 

to the extent that they convey 

immediate rights to the holder with 

respect to the entity that issued the 

interest. 

Subpart D—Declarations 

§ 802.401 Procedures for declarations. 

(a) A party or parties may submit a 

voluntary declaration of a transaction by 

submitting electronically the 

information set out in § 802.402, 

including the certifications required 

thereunder, to the Staff Chairperson in 

accordance with the submission 

instructions on the Committee’s section 

of the Department of the Treasury 

website. 

(b) No communications other than 

those described in paragraph (a) of this 

section shall constitute the submission 

of a declaration for purposes of section 

721. 

(c) Information and other 

documentary material submitted to the 

Committee under this section shall be 

considered to have been filed with the 

President or the President’s designee for 

purposes of section 721(c) and 

§ 802.802. 

(d) Persons filing a declaration shall, 

during the time that the matter is 

pending before the Committee, 

promptly advise the Staff Chairperson of 

any material changes in plans, facts, or 

circumstances regarding the transaction, 

and any material change in information 

provided or required to be provided to 

the Committee under § 802.402. Unless 

the Committee rejects the declaration on 

the basis of such material changes in 

accordance with § 802.404(a)(2)(i), such 

changes shall become part of the 

declaration filed by such persons under 

this section, and the certification 

required under § 802.403(d) shall apply 

to such changes. 

(e) Parties to a transaction that have 

filed with the Committee a written 

notice regarding a transaction under 

§ 802.501 or § 800.501 or a declaration 

under § 800.403 may not submit to the 

Committee a declaration regarding the 

same transaction or a substantially 

similar transaction without the written 

approval of the Staff Chairperson. 

§ 802.402 Contents of declarations. 

(a) The party or parties submitting a 

voluntary declaration of a transaction 

under § 802.401 shall provide the 

information set out in this section, 

which must be accurate and complete 

with respect to the party or parties filing 

the voluntary declaration and to the 

transaction. (See also paragraphs (d), (e), 

and (f) of this section.) 

(b) Other than as provided under 

paragraph (f) of this section, if fewer 

than all the parties to a transaction 

submit a declaration, the Committee 

may, at its discretion, request that the 

parties to the transaction file a written 

notice of the transaction under 

§ 802.501, if the Staff Chairperson 

determines that the information 

provided by the submitting party or 

parties in the declaration is insufficient 

for the Committee to assess the 

transaction. 

(c) Subject to paragraph (e) of this 

section, a declaration submitted under 

§ 802.401 shall describe or provide, as 

applicable: 

(1) The name of the foreign person(s) 

and the current holder(s) of interest in 

the real estate that are parties to, or, in 

applicable cases, the subject of the 

transaction, as well as the name, 

telephone number, and email address of 

the primary point of contact for each 

party. 

(2) The following information 

regarding the transaction in question: 

(i) A brief description of the rationale 

for and nature of the transaction, 

including its structure (e.g., purchase, 

lease, or concession) and term, whether 

the foreign person is acquiring a 

collection of assets or interest in an 

entity, and whether it is part of a larger 

project undertaken by the foreign 

person; 

(ii) The total transaction value in U.S. 

dollars; 

(iii) The status of the transaction, 

including the actual or expected 

completion date of the transaction; 

(iv) All sources of financing for the 

transaction and any real estate agents/ 

brokers involved; and 

(v) A copy of the definitive 

documentation of the transaction, such 

as a purchase, lease, or concession 

agreement, or if none exists, the 

document establishing the material 

terms of the transaction, which in the 

context of a transaction involving a 

covered port, must be signed and dated. 

(3) The following information 

regarding the real estate that is the 

subject of the transaction: 

(i) The location, by address and 

geographic coordinates in decimal 

degrees to the fourth digit, of the real 

estate that is the subject of the 

transaction; 

(ii) The name(s) of and distance(s) to 

any covered port, military installation, 

or any other facility or property of the 

U.S. Government as identified in this 

part and that is relevant to CFIUS 

jurisdiction given the location of the 

real estate. 

(iii) A description of the real estate 

that is the subject of the transaction 

including the approximate size (in 

acres, feet, or other appropriate 

measurement); nature of the real estate 

(e.g., zoning type and the major 

topographical or other features of the 

real estate); and current use of the real 

estate including any physical security 

measures. 

(iv) A description of the plans of the 

foreign person with respect to the real 

estate and structures that are or will be 

on the real estate; and 

(v) A description of any leases, 

licenses, permits, easements, 

encumbrances, or other grants or 

approvals associated with the real 

estate, including whether any involve 

the U.S. Government. 

(4) A statement as to whether the 

foreign person will have any of the 

following rights or abilities with respect 

to the real estate as a result of the 

transaction: 

(i) To physically access the real estate; 

(ii) To exclude others from physically 

accessing the real estate; 

(iii) To improve or develop the real 

estate; or 

(iv) To attach fixed or immovable 

structures or objects to the real estate. 

(5) The name of the ultimate parent of 

the foreign person. 

(6) The address and principal place of 

business of the foreign person and its 

ultimate parent. 

(7) A complete pre-transaction 

organizational chart (and posttransaction, if different) including, 

information that identifies the name, 

principal place of business, place of 

incorporation or other legal organization 

(for entities); nationality (for 

individuals); and ownership percentage 

(expressed in terms of both voting and 

economic interest, if different) for each 

of the following: 

(i) The immediate parent, the ultimate 

parent, and each intermediate parent, if 


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any, of each foreign person that is a 

party to the transaction; 

(ii) Where the ultimate parent is a 

private company, the ultimate owner(s) 

of such parent; and 

(iii) Where the ultimate parent is a 

public company, any shareholder with 

an interest of greater than five percent 

in such parent. 

(8) Information regarding all foreign 

government ownership in the foreign 

person’s ownership structure, including 

nationality and percentage of 

ownership, as well as any rights that a 

foreign government holds, directly or 

indirectly, with respect to the foreign 

person. 

(9) With respect to the foreign person 

that is party to the transaction and any 

of its parents, as applicable, a brief 

summary of their respective business 

activities. 

(10) A statement as to whether a party 

to the transaction is stipulating that the 

transaction is a covered real estate 

transaction and a description of the 

basis for the stipulation. 

(11) A statement as to whether any 

party to the transaction has been party 

to another transaction previously 

notified or submitted to the Committee, 

and the case number assigned by the 

Committee regarding such 

transaction(s). 

(12) A statement (including relevant 

jurisdiction and criminal case law 

number or legal citation) as to whether 

the holder of the real estate, the foreign 

person, any parent of the foreign person, 

or any person of which the foreign 

person is a parent, has been convicted 

in the last 10 years of a crime in any 

jurisdiction. 

(d) Each party submitting a 

declaration shall provide a certification 

of the information contained in the 

declaration consistent with § 802.202. A 

sample certification may be found on 

the Committee’s section of the 

Department of the Treasury website. 

(e) A party that offers a stipulation 

under paragraph (c)(10) of this section 

acknowledges that the Committee and 

the President are entitled to rely on such 

stipulation in determining whether the 

transaction is a covered real estate 

transaction for the purposes of section 

721 and all authorities thereunder, and 

waives the right to challenge any such 

determination. Neither the Committee 

nor the President is bound by any such 

stipulation, nor does any such 

stipulation limit the ability of the 

Committee or the President to act on 

any authority provided under section 

721 with respect to any covered real 

estate transaction. 

(f) In the case of a transaction where 

a U.S. public entity is a party to the 

transaction and is not submitting a 

declaration, the other party or parties to 

the transaction shall provide the 

information set out in this section with 

respect to itself and, to the extent 

known or reasonably available to it, 

with respect to the U.S. public entity. 

§ 802.403 Beginning of 30-day assessment 

period. 

(a) Upon receipt of a declaration 

submitted under § 802.401, the Staff 

Chairperson shall promptly inspect the 

declaration and shall promptly notify in 

writing all parties to a transaction that 

have submitted a declaration that: 

(1) The Staff Chairperson has 

accepted the declaration and circulated 

the declaration to the Committee, and 

the date on which the assessment 

described in paragraph (b) of this 

section begins; or 

(2) The Staff Chairperson has 

determined not to accept the declaration 

and circulate the declaration to the 

Committee because the declaration is 

incomplete, and an explanation of the 

material respects in which the 

declaration is incomplete. 

(b) A 30-day period for assessment of 

a transaction that is the subject of a 

declaration shall commence on the date 

on which the declaration is received by 

the Committee from the Staff 

Chairperson. Such period shall end no 

later than the thirtieth day after it has 

commenced, or if the thirtieth day is not 

a business day, no later than the next 

business day after the thirtieth day. 

(c) During the 30-day assessment 

period, the Staff Chairperson may invite 

the parties to a covered real estate 

transaction to attend a meeting with the 

Committee staff to discuss and clarify 

issues pertaining to the transaction. 

(d) If the Committee notifies the 

parties to a transaction that have 

submitted a declaration under § 802.401 

that the Committee intends to conclude 

all action under section 721 with 

respect to that transaction, each party 

that has submitted additional 

information subsequent to the original 

declaration shall file a certification as 

described in § 802.202. A sample 

certification may be found on the 

Committee’s section of the Department 

of the Treasury website. 

(e) If a party fails to provide the 

certification required under paragraph 

(d) of this section, the Committee may, 

at its discretion, take any of the actions 

under § 802.405. 

§ 802.404 Rejection, disposition, or 

withdrawal of declarations. 

(a) The Committee, acting through the 

Staff Chairperson, may: 

(1) Reject any declaration that does 

not comply with § 802.402 and so 

inform the parties promptly in writing; 

(2) Reject any declaration at any time, 

and so inform the parties promptly in 

writing, if, after the declaration has been 

submitted and before the Committee has 

taken one of the actions specified in 

§ 802.405: 

(i) There is a material change in the 

covered real estate transaction as to 

which a declaration has been submitted; 

or 

(ii) Information comes to light that 

contradicts material information 

provided in the declaration by the party 

(or parties); or 

(3) Reject any declaration at any time 

after the declaration has been submitted, 

and so inform the parties promptly in 

writing, if the party (or parties) that 

submitted the declaration does not 

provide follow-up information 

requested by the Staff Chairperson 

within two business days of the request, 

or within a longer time frame if the 

party (or parties) so request in writing 

and the Staff Chairperson grants that 

request in writing. 

(b) The Staff Chairperson shall notify 

the party (or parties) that submitted a 

declaration when the Committee has 

found that the transaction that is the 

subject of a declaration is not a covered 

real estate transaction. 

(c) Parties to a transaction that have 

submitted a declaration under § 802.401 

may request in writing, at any time prior 

to the Committee taking action under 

§ 802.405, that such declaration be 

withdrawn. Such request shall be 

directed to the Staff Chairperson and 

shall state the reasons why the request 

is being made and state whether the 

transaction that is the subject of the 

declaration is being fully and 

permanently abandoned. An official of 

the Department of the Treasury will 

promptly advise the parties to the 

transaction in writing of the 

Committee’s decision. 

(d) The Committee may not request or 

recommend that a declaration be 

withdrawn and refiled, except to permit 

parties to a covered real estate 

transaction to correct material errors or 

omissions, or describe material changes 

to the transaction, in the declaration 

submitted with respect to that covered 

real estate transaction. 

(e) A party (or parties) may not submit 

more than one declaration for the same 

or a substantially similar transaction 

without approval from the Staff 

Chairperson. 

Note 1 to § 802.404: See § 802.401(e) 

regarding the prohibition on submitting a 

declaration regarding the same transaction or 

a substantially similar transaction for which 


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a written notice has been filed, or a 

declaration submitted under part 800 of this 

chapter, without the approval of the Staff 

Chairperson. 

§ 802.405 Committee actions. 

(a) Upon receiving a declaration 

submitted under § 802.401 with respect 

to a covered real estate transaction, the 

Committee may, at the discretion of the 

Committee: 

(1) If the Committee has reason to 

believe that the transaction may raise 

national security considerations, request 

that the parties to the transaction file a 

written notice under subpart E; 

(2) Inform the parties to the 

transaction that the Committee is not 

able to conclude action under section 

721 with respect to the transaction on 

the basis of the declaration and that the 

parties may file a written notice under 

subpart E to seek written notification 

from the Committee that the Committee 

has concluded all action under section 

721 with respect to the transaction; 

(3) Initiate a unilateral review of the 

transaction under § 802.501(c); or 

(4) Notify the parties in writing that 

the Committee has concluded all action 

under section 721 with respect to the 

transaction. 

(b) The Committee shall take action 

under paragraph (a) of this section 

within the time period set forth in 

§ 802.403(b). 

Subpart E—Notices 

§ 802.501 Procedures for notices. 

(a) Except as otherwise prohibited 

under paragraph (j) of this section, a 

party or parties to a proposed or 

completed transaction may file a 

voluntary notice of the transaction with 

the Committee. Voluntary notice to the 

Committee is filed by sending an 

electronic copy of the notice that 

includes, in English, the information set 

out in § 802.502, including the 

certification required under paragraph 

(h) of that section. For electronic 

submission instructions, see the 

Committee’s section of the Department 

of the Treasury website. 

(b) If the Committee determines that 

a transaction for which no voluntary 

notice has been filed under this part, 

and with respect to which the 

Committee has not informed the parties 

in writing that the Committee has 

concluded all action under section 721, 

may be a covered real estate transaction 

and may raise national security 

considerations, the Staff Chairperson, 

acting on the recommendation of the 

Committee, may request the parties to 

the transaction to provide to the 

Committee the information necessary to 

determine whether the transaction is a 

covered real estate transaction, and if 

the Committee determines that the 

transaction is a covered real estate 

transaction, to file a notice of such 

covered real estate transaction under 

paragraph (a) of this section. 

(c) With respect to any covered real 

estate transaction: 

(1) Any member of the Committee, or 

his or her designee at or above the 

Under Secretary or equivalent level, 

may, subject to paragraph (c)(2) of this 

section, file an agency notice to the 

Committee through the Staff 

Chairperson regarding a transaction if: 

(i) That member has reason to believe 

that the transaction is a covered real 

estate transaction and may raise 

national security considerations and: 

(A) The Committee has not informed 

the parties to such transaction in writing 

that the Committee has concluded all 

action under section 721 with respect to 

such transaction; and 

(B) The President has not announced 

a decision not to exercise the President’s 

authority under section 721(d) with 

respect to such transaction; or 

(ii) The transaction is a covered real 

estate transaction and: 

(A) The Committee has informed the 

parties to such transaction in writing 

that the Committee has concluded all 

action under section 721 with respect to 

such transaction or determined that 

such transaction is not a covered real 

estate transaction, or the President has 

announced a decision not to exercise 

the President’s authority under section 

721(d) with respect to such transaction; 

and 

(B) Either: 

(1) A party to such transaction 

submitted false or misleading material 

information to the Committee in 

connection with the Committee’s 

consideration of such transaction or 

omitted material information, including 

material documents, from information 

submitted to the Committee; or 

(2) A party to such transaction 

breaches a mitigation agreement or 

condition described in section 

721(l)(3)(A), such breach is certified to 

the Committee by the lead department 

or agency monitoring and enforcing 

such agreement or condition as a 

material breach, and the Committee 

determines that there are no other 

adequate and appropriate remedies or 

enforcement tools available to address 

such breach. 

(2)(i) That is a transaction where a 

foreign person is not an excepted real 

estate investor due to the application of 

§ 802.215(d), any member of the 

Committee, or his or her designee at or 

above the Under Secretary or equivalent 

level, may file an agency notice to the 

Committee through the Staff 

Chairperson regarding such transaction 

if: 

(A) That member has reason to believe 

that the transaction is a covered real 

estate transaction and may raise 

national security considerations; 

(B) The Committee has not informed 

the parties to such transaction in writing 

that the Committee has concluded all 

action under section 721 with respect to 

such transaction; and 

(C) The President has not announced 

a decision not to exercise the President’s 

authority under section 721(d) with 

respect to such transaction. 

(ii) No notice filed under this 

paragraph (c)(2) shall be made with 

respect to a transaction more than one 

year after the completion date of the 

transaction, unless the Chairperson of 

the Committee determines, in 

consultation with other members of the 

Committee, that because the foreign 

person no longer meets all the criteria 

set forth in § 802.215(a)(1) or (2), (a)(3)(i) 

through (iii), or (c)(1)(i) through (iii), the 

transaction may threaten to impair the 

national security of the United States, 

and in no event shall an agency notice 

under this paragraph be made with 

respect to such a transaction more than 

three years after the completion date of 

the transaction. 

(d) Notices filed under paragraph (c) 

of this section are deemed accepted 

upon their receipt by the Staff 

Chairperson. No agency notice under 

paragraph (c)(1) of this section shall be 

made with respect to a real estate 

transaction more than three years after 

the completion date of the transaction, 

unless the Chairperson of the 

Committee, in consultation with other 

members of the Committee, files such an 

agency notice. 

(e) No communications other than 

those described in paragraphs (a) and (c) 

of this section shall constitute the filing 

or submitting of a notice for purposes of 

section 721. 

(f) Upon receipt of the electronic copy 

of a notice filed under paragraph (a) of 

this section, including the certification 

required by § 802.502(h), the Staff 

Chairperson shall promptly inspect 

such notice for completeness. 

(g) Parties to a transaction are 

encouraged to consult with the 

Committee in advance of filing a notice 

and, in appropriate cases, to file with 

the Committee a draft notice or other 

appropriate documents to aid the 

Committee’s understanding of the 

transaction and to provide an 

opportunity for the Committee to 

request additional information to be 

included in the notice. Any such preVerDate Sep<11>2014 19:29 Jan 16, 2020 Jkt 250001 PO 00000 Frm 00021 Fmt 4701 Sfmt 4700 E:\FR\FM\17JAR3.SGM 17JAR3

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notice consultation should take place, or 

any draft notice should be provided, at 

least five business days before the filing 

of a voluntary notice. All information 

and documentary material made 

available to the Committee under this 

paragraph shall be considered to have 

been filed with the President or the 

President’s designee for purposes of 

section 721(c) and § 802.802. 

(h) Information and other 

documentary material provided by any 

party to the Committee after the filing of 

a voluntary notice under this section 

shall be part of the notice, and shall be 

subject to the final certification required 

under § 802.502(l). 

(i) For any voluntarily submitted draft 

or formal written notice that includes a 

stipulation under section § 802.502(j) 

that a transaction is a covered real estate 

transaction, the Committee shall 

provide comments on the draft or formal 

written notice or accept the formal 

written notice of a covered real estate 

transaction not later than the date that 

is 10 business days after the date of 

submission of the draft or formal written 

notice. 

(j) No party to a transaction may file 

a notice under paragraph (a) of this 

section if the transaction has been the 

subject of a declaration submitted under 

subpart D and the Committee has not 

yet taken any action with respect to the 

transaction under § 802.405. 

§ 802.502 Contents of voluntary notices. 

(a) If a party or the parties to a 

transaction file a voluntary notice, they 

shall provide in detail the information 

set out in this section, which must be 

accurate and complete with respect to 

the party or parties filing the voluntary 

notice and to the transaction. (See also 

paragraph (k) of this section regarding 

U.S. public entities and paragraph (h) of 

this section and § 802.202 regarding 

certification requirements.) 

(b) A voluntary notice filed under 

§ 802.501 shall describe or provide, as 

applicable: 

(1) The following information 

regarding the transaction in question: 

(i) A summary setting forth the 

essentials of the transaction, including a 

statement of the purpose of the 

transaction, its scope, both within and 

outside of the United States, as 

applicable, whether the foreign person 

is acquiring a collection of assets or 

interest in an entity, and the extent to 

which it is part of a larger project 

undertaken by the foreign person; 

(ii) The nature of the transaction, for 

example, whether the transaction 

involves a purchase, lease, or 

concession of real estate and the term, 

if any; 

(iii) The name, United States address 

(if any), website address (if any), 

nationality (for individuals) or place of 

incorporation or other legal organization 

(for entities), and address of the 

principal place of business of each 

foreign person that is a party to the 

transaction; 

(iv) The name, address, website 

address (if any), principal place of 

business, and place of incorporation or 

other legal organization of the current 

holder of interest in the real estate that 

is the subject of the transaction; 

(v) In the case that a U.S. public entity 

is a party to the covered real estate 

transaction, the name, telephone 

number, and email address of the 

primary point of contact for the U.S. 

public entity; 

(vi) The name, address, and 

nationality (for individuals) or place of 

incorporation or other legal organization 

(for entities) of: 

(A) The immediate parent, the 

ultimate parent, and each intermediate 

parent, if any, of the foreign person that 

is a party to the transaction; 

(B) Where the ultimate parent is a 

private company, the ultimate owner(s) 

of such parent; and 

(C) Where the ultimate parent is a 

public company, any shareholder with 

an interest of greater than five percent 

in such parent; 

(vii) The name, address, website 

address (if any), and nationality (for 

individuals) or place of incorporation or 

other legal organization (for entities) of 

the foreign person or foreign persons 

that will be afforded property rights 

with respect to the real estate that is the 

subject of the covered real estate 

transaction; 

(viii) The actual or expected 

completion date of the transaction; 

(ix) A good faith approximation of the 

fair market value of the interest acquired 

in the covered real estate in U.S. dollars, 

as of the date of the notice; 

(x) The name of any and all financial 

institutions and real estate agents/ 

brokers involved in the transaction, 

including as advisors, underwriters, or 

sources of financing for the transaction; 

(xi) A copy of the definitive 

documentation of the transaction, such 

as a purchase, lease, or concession 

agreement, or if none exists, the 

document establishing the material 

terms of the transaction, which in the 

context of a transaction involving a 

covered port, must be signed and dated; 

(xii) Whether the foreign person will 

have any of the following rights or 

abilities with respect to the real estate 

as a result of the transaction and any 

additional information regarding such 

property rights: 

(A) To physically access the real 

estate; 

(B) To exclude others from physically 

accessing the real estate; 

(C) To improve or develop the real 

estate; or 

(D) To attach fixed or immovable 

structures or objects to the real estate. 

(2) A detailed description of real 

estate that is the subject of the 

transaction, including as applicable: 

(i) The location, by address and 

geographic coordinates in decimal 

degrees to the 4th digit, of the real estate 

that is the subject of the covered real 

estate transaction; 

(ii) A description of the real estate 

that is the subject of the covered real 

estate transaction including the 

approximate size (in acres, feet, or other 

appropriate measurement); nature of the 

real estate (e.g., zoning type and the 

major topographical or other features of 

the real estate); current use of the real 

estate; and structures that are or will be 

on the real estate; 

(iii) A description of any leases, 

licenses, permits, easements, 

encumbrances, or other grants or 

approvals associated with the real 

estate, including whether any involve 

the U.S. Government, as well as any 

feasibility studies conducted with 

respect to the real estate; and 

(iv) The name(s) of and distance(s) to 

any relevant covered port, military 

installation, or any other facility or 

property of the U.S. Government as 

identified in this part, and that is 

relevant to CFIUS jurisdiction given the 

location of the real estate that is the 

subject of the transaction. 

(3) With respect to the foreign person 

engaged in the transaction and its 

parents: 

(i) A description of the business or 

businesses of the foreign person and its 

ultimate parent, and the CAGE codes, 

NAICS codes, and DUNS numbers, if 

any, for such businesses; 

(ii) The plans of the foreign person for 

the real estate with respect to: 

(A) Use and development of the real 

estate; 

(B) Changing the nature of the real 

estate including building new structures 

or removing or altering current 

structures, including the anticipated 

dimensions and any physical security 

measures employed at the real estate; 

and 

(C) Assigning, modifying, or 

terminating any leases, licenses, 

permits, easements, encumbrances, or 

other grants or approvals referred to in 

paragraph (b)(2)(iii) of this section; 

(iii) Whether the foreign person is 

controlled by or acting on behalf of a 

foreign government, including as an 


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agent or representative, or in some 

similar capacity, and if so, the identity 

of the foreign government; 

(iv) Whether a foreign government or 

a person controlled by or acting on 

behalf of a foreign government: 

(A) Has or controls property rights or 

has or controls ownership interests, 

including contingent equity interest, of 

the foreign person that is a party to the 

transaction or any parent of the foreign 

person, and if so, the nature and amount 

of any such interests, and with regard to 

contingent equity interest, the terms and 

timing of conversion; 

(B) Has the right or power to appoint 

any of the principal officers or the 

members of the board of directors 

(including other persons who perform 

the duties usually associated with such 

titles) of the foreign person that is a 

party to the transaction or any parent of 

that foreign person; 

(C) Holds any other contingent 

interest (for example, such as might 

arise from a lending transaction) in the 

foreign person that is a party to the 

transaction and, if so, the rights that are 

covered by this contingent interest, and 

the manner in which they would be 

enforced; or 

(D) Has any other affirmative or 

negative rights or powers with respect to 

control over the foreign person engaged 

in the transaction, and if there are any 

such rights or powers, their source (for 

example, a ‘‘golden share,’’ shareholders 

agreement, contract, statute, or 

regulation) and the mechanics of their 

operation; 

(v) Any formal or informal 

arrangements among foreign persons 

that hold an ownership interest in any 

foreign person that is a party to the 

transaction or between such foreign 

person and other foreign persons to act 

in concert on particular matters 

affecting the real estate that is the 

subject of the transaction, and provide 

a copy of any documents that establish 

those rights or describe those 

arrangements; 

(vi) For each member of the board of 

directors or equivalent governing body 

(including external directors and other 

persons who perform duties usually 

associated with such titles) and officers 

(including president, senior vice 

president, executive vice president, and 

other persons who perform duties 

normally associated with such titles) of 

the foreign person engaged in the 

transaction and its immediate, 

intermediate, and ultimate parents, and 

for any individual having an ownership 

interest of five percent or more in the 

foreign person engaged in the 

transaction and in the foreign person’s 

ultimate parent, the following 

information: 

(A) A curriculum vitae or similar 

professional synopsis, provided as part 

of the main notice, and 

(B) The following ‘‘personal identifier 

information,’’ which, for privacy 

reasons, and to ensure limited 

distribution, shall be set forth in a 

separate document, not in the main 

notice: 

(1) Full name (last, first, middle 

name); 

(2) All other names and aliases used; 

(3) Business address; 

(4) Country and city of residence; 

(5) Date of birth, in the format MM/ 

DD/YYYY; 

(6) Place of birth; 

(7) U.S. Social Security number 

(where applicable); 

(8) National identity number, 

including nationality, date and place of 

issuance, and expiration date (where 

applicable); 

(9) U.S. or foreign passport number (if 

more than one, all must be fully 

disclosed), nationality, date and place of 

issuance, and expiration date and, if a 

U.S. visa holder, the visa type and 

number, date and place of issuance, and 

expiration date; and 

(10) Dates and nature of foreign 

government and foreign military service 

(where applicable), other than military 

service at a rank below the top two noncommissioned ranks of the relevant 

foreign country; and 

(vii) The following ‘‘business 

identifier information’’ for the 

immediate, intermediate, and ultimate 

parents of the foreign person engaged in 

the transaction, including their main 

offices and branches: 

(A) Business name, including all 

names under which the business is 

known to be or has been doing business; 

(B) Business address; 

(C) Business phone number, website 

address, and email address; and 

(D) Employer identification number or 

other domestic tax or corporate 

identification number. 

(c) The voluntary notice shall list any 

filings with, or reports to, agencies of 

the U.S. Government that have been or 

will be made with respect to the 

transaction prior to its completion, 

indicating the agencies concerned, the 

nature of the filing or report, the date on 

which it was filed or the estimated date 

by which it will be filed, and a relevant 

contact point and/or telephone number 

within the agency, if known. 

(d) In the case of the establishment of 

a joint venture in which one or more of 

the parties is contributing covered real 

estate, information for the voluntary 

notice shall be prepared on the 

assumption that the foreign person that 

is party to the joint venture has made a 

purchase or lease, or been granted a 

concession to, the covered real estate 

that the other party to the joint venture 

is contributing or transferring to the 

joint venture. The voluntary notice shall 

describe the name and address of the 

joint venture and the entities that 

established, or are establishing, the joint 

venture. 

(e) Parties filing a voluntary notice 

shall, during the time that the matter is 

pending before the Committee or the 

President, promptly advise the Staff 

Chairperson of any material changes in 

plans, facts and circumstances 

addressed in the notice, and information 

provided or required to be provided to 

the Committee under this section, and 

shall file amendments to the notice to 

reflect such material changes. Such 

amendments shall become part of the 

notice filed by such persons under 

§ 802.501, and the certifications 

required under paragraphs (h) and (l) of 

this section shall apply to such 

amendments. 

(f) Parties filing a voluntary notice 

shall include: 

(1) A complete pre-transaction 

organizational chart (and posttransaction, if different) including, 

information that identifies the name, 

principal place of business, and place of 

incorporation or other legal organization 

(for entities); nationality (for 

individuals); and ownership percentage 

(expressed in terms of both voting and 

economic interest, if different) for each 

of the following: 

(i) The immediate parent, the ultimate 

parent, and each intermediate parent, if 

any, of each foreign person that is a 

party to the transaction; 

(ii) Where the ultimate parent is a 

private company, the ultimate owner(s) 

of such parent; and 

(iii) Where the ultimate parent is a 

public company, any shareholder with 

an interest of greater than five percent 

in such parent. 

(2) The opinion of the person 

regarding whether: 

(i) It is a foreign person; 

(ii) It is controlled by a foreign 

government; and 

(iii) The transaction has resulted or 

could result in a foreign person being 

afforded property rights with respect to 

covered real estate, and the reasons for 

its view, focusing in particular on any 

powers (for example, by virtue of an 

agreement, statute, or regulation) that 

the foreign person will have with regard 

to the covered real estate, and how those 

powers can or will be exercised. 

(g) Parties filing a voluntary notice 

shall include information as to whether: 


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(1) Any party to the transaction is, or 

has been, a party to a mitigation 

agreement entered into or condition 

imposed under section 721, and if so, 

shall specify the date and purpose of 

such agreement or condition and the 

U.S. Government signatories; and 

(2) Any party to the transaction 

(including such party’s parents, 

subsidiaries, or entities under common 

control with the party) has been a party 

to a transaction previously notified to 

the Committee. 

(h) Each party filing a voluntary 

notice shall provide a certification of the 

notice consistent with § 802.202. A 

sample certification may be found on 

the Committee’s section of the 

Department of the Treasury website. 

(i) Parties filing a voluntary notice 

shall include with the notice a list 

identifying each document provided as 

part of the notice, including all 

documents provided as attachments or 

exhibits to the narrative response. 

(j) A party filing a voluntary notice 

may stipulate that the transaction is a 

covered real estate transaction. A 

stipulation offered by any party under 

this section must be accompanied by a 

detailed description of the basis for the 

stipulation. A party that offers such a 

stipulation acknowledges that the 

Committee and the President are 

entitled to rely on such stipulation in 

determining whether the transaction is 

a covered real estate transaction for the 

purposes of section 721 and all 

authorities thereunder, and waives the 

right to challenge any such 

determination. Neither the Committee 

nor the President is bound by any such 

stipulation, nor does any such 

stipulation limit the ability of the 

Committee or the President to act on 

any authority provided under section 

721 with respect to any covered real 

estate transaction. 

(k) In the case of a transaction where 

a U.S. public entity is a party to the 

transaction, the notifying party or 

parties may be the non-U.S. public 

entity. Each notifying party shall 

provide the information set out in this 

section with respect to itself and, to the 

extent known or reasonably available to 

it, with respect to the U.S. public entity. 

(l) At the conclusion of a review or 

investigation, each party that has filed 

additional information subsequent to 

the original notice shall file a final 

certification. (See § 802.202.) A sample 

certification may be found at the 

Committee’s section of the Department 

of the Treasury website. 

§ 802.503 Beginning of 45-day review 

period. 

(a) The Staff Chairperson shall accept 

a voluntary notice the next business day 

after the Staff Chairperson has: 

(1) Determined that the notice 

complies with § 802.502; and 

(2) Disseminated the notice to all 

members of the Committee. 

(b) A 45-day period for review of a 

transaction shall commence on the date 

on which the voluntary notice has been 

accepted, agency notice has been 

received by the Staff Chairperson, or the 

Chairperson of the Committee has 

requested a notice under § 802.501(b). 

Such review shall end no later than the 

forty-fifth day after it has commenced, 

or if the forty-fifth day is not a business 

day, no later than the next business day 

after the forty-fifth day. 

(c) The Staff Chairperson shall 

promptly advise in writing all parties to 

a transaction that have filed a voluntary 

notice of: 

(1) The acceptance of the notice; 

(2) The date on which the review 

begins; and 

(3) The designation of any lead agency 

or agencies. 

(d) Within two business days after 

receipt of an agency notice by the Staff 

Chairperson, the Staff Chairperson shall 

send written advice of such notice to the 

parties to the transaction that is subject 

to the notice. Such written advice shall 

identify the date on which the review 

began. 

(e) The Staff Chairperson shall 

promptly circulate to all Committee 

members any draft pre-filing notice, any 

agency notice, any complete notice, and 

any subsequent information filed by the 

parties. 

§ 802.504 Deferral, rejection, or disposition 

of certain voluntary notices. 

(a) The Committee, acting through the 

Staff Chairperson, may: 

(1) Reject any voluntary notice that 

does not comply with § 802.501 or 

§ 802.502 and so inform the parties 

promptly in writing; 

(2) Reject any voluntary notice at any 

time, and so inform the parties promptly 

in writing, if, after the notice has been 

submitted and before action by the 

Committee or the President has been 

concluded: 

(i) There is a material change in the 

transaction as to which notification has 

been made; or 

(ii) Information comes to light that 

contradicts material information 

provided in the notice by the parties; 

(3) Reject any voluntary notice at any 

time after the notice has been accepted, 

and so inform the parties promptly in 

writing, if the party or parties that have 

submitted the voluntary notice do not 

provide follow-up information 

requested by the Staff Chairperson 

within three business days of the 

request, or within a longer time frame if 

the parties so request in writing and the 

Staff Chairperson grants that request in 

writing; or 

(4) Reject any voluntary notice before 

the conclusion of a review or 

investigation, and so inform the parties 

promptly in writing, if one of the parties 

submitting the voluntary notice has not 

submitted the final certification 

required by § 802.502(l). 

(b) Notwithstanding the authority of 

the Staff Chairperson under paragraph 

(a) of this section to reject an incomplete 

notice, the Staff Chairperson may defer 

acceptance of the notice, and the 

beginning of the review period specified 

by § 802.503, to obtain any information 

required under this section that has not 

been submitted by the notifying party or 

parties or other parties to the 

transaction. Where necessary to obtain 

such information, the Staff Chairperson 

may inform any non-notifying party or 

parties that notice has been filed with 

respect to a transaction involving the 

party, and request that certain 

information required under this section, 

as specified by the Staff Chairperson, be 

provided to the Committee within seven 

days after receipt of the Staff 

Chairperson’s request. 

(c) The Staff Chairperson shall notify 

the parties when the Committee has 

found that the transaction that is the 

subject of a voluntary notice is not a 

covered real estate transaction. 

(d) Example: The Staff Chairperson 

receives a joint notice from Corporation 

A, a foreign person, and Corporation X, 

a company that is selling covered real 

estate. The joint notice does not contain 

any information described under 

§ 802.502 concerning the nature of the 

real estate. The Staff Chairperson may 

reject the notice or defer the start of the 

review period until the parties have 

supplied the omitted information. 

§ 802.505 Determination of whether to 

undertake an investigation. 

(a) After a review of a notified 

transaction under § 802.503, the 

Committee shall undertake an 

investigation of any transaction that it 

has determined to be a covered real 

estate transaction if: 

(1) A member of the Committee (other 

than a member designated as ex officio 

under section 721(k)) advises the Staff 

Chairperson that the member believes 

that the transaction threatens to impair 

the national security of the United 

States and that the threat has not been 

mitigated; or 


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(2) The lead agency recommends, and 

the Committee concurs, that an 

investigation be undertaken. 

(b) The Committee shall also 

undertake, after a review of a covered 

real estate transaction under § 802.503, 

an investigation to determine the effects 

on national security of any covered real 

estate transaction that would result in 

control by a foreign person of critical 

infrastructure, as defined in § 800.214 of 

this title, of or within the United States, 

if the Committee determines that the 

transaction could impair the national 

security and such impairment has not 

been mitigated. 

(c) The Committee shall undertake an 

investigation as described in paragraph 

(b) of this section unless the 

Chairperson of the Committee (or the 

Deputy Secretary of the Treasury) and 

the head of any lead agency (or his or 

her delegee at the deputy level or 

equivalent) designated by the 

Chairperson determine on the basis of 

the review that the covered real estate 

transaction will not impair the national 

security of the United States. 

§ 802.506 Determination not to undertake 

an investigation. 

If the Committee determines, during 

the review period described in 

§ 802.503, not to undertake an 

investigation of a notified covered real 

estate transaction, action under section 

721 shall be concluded. An official at 

the Department of the Treasury shall 

promptly inform the parties to a covered 

real estate transaction in writing of a 

determination of the Committee not to 

undertake an investigation and to 

conclude action under section 721. 

§ 802.507 Commencement of 

investigation. 

(a) If it is determined that an 

investigation should be undertaken, 

such investigation shall commence no 

later than the end of the review period 

described in § 802.503. 

(b) An official of the Department of 

the Treasury shall promptly inform the 

parties to a covered real estate 

transaction in writing of the 

commencement of an investigation. 

§ 802.508 Completion or termination of 

investigation and report to the President. 

(a) Subject to paragraph (e) of this 

section, the Committee shall complete 

an investigation no later than the fortyfifth day after the date the investigation 

commences, or, if the forty-fifth day is 

not a business day, no later than the 

next business day after the forty-fifth 

day. 

(b) Upon completion or termination of 

any investigation, the Committee shall 

send a report to the President requesting 

the President’s decision if: 

(1) The Committee recommends that 

the President suspend or prohibit the 

transaction; 

(2) The Committee is unable to reach 

a decision on whether to recommend 

that the President suspend or prohibit 

the transaction; or 

(3) The Committee requests that the 

President make a determination with 

regard to the transaction. 

(c) In circumstances when the 

Committee sends a report to the 

President requesting the President’s 

decision with respect to a covered real 

estate transaction, such report shall 

include information relevant to sections 

721(d)(4)(A) and (B), and shall present 

the Committee’s recommendation. If the 

Committee is unable to reach a decision 

to present a single recommendation to 

the President, the Chairperson of the 

Committee shall submit a report of the 

Committee to the President setting forth 

the differing views and presenting the 

issues for decision. 

(d) Upon completion or termination of 

an investigation, if the Committee 

determines to conclude all deliberative 

action under section 721 with regard to 

a notified covered real estate transaction 

without sending a report to the 

President, action under section 721 

shall be concluded. An official at the 

Department of the Treasury shall 

promptly advise the parties to such a 

transaction in writing of a determination 

to conclude action. 

(e) In extraordinary circumstances, 

the Chairperson may, upon a written 

request signed by the head of a lead 

agency, extend an investigation for one 

15-day period. A request to extend an 

investigation must describe, with 

particularity, the extraordinary 

circumstances that warrant the 

Chairperson extending the investigation. 

The authority of the head of a lead 

agency to request the extension of an 

investigation may not be delegated to 

any person other than the deputy head 

(or equivalent thereof) of the lead 

agency. If the Chairperson extends an 

investigation under this paragraph with 

respect to a covered real estate 

transaction, the Committee shall 

promptly notify the parties to the 

transaction of the extension. 

(f) For purposes of paragraph (e) of 

this section, the term extraordinary 

circumstances means circumstances for 

which extending an investigation is 

necessary and the appropriate course of 

action, in the Chairperson’s discretion, 

due to a force majeure event or to 

protect the national security of the 

United States. 

§ 802.509 Withdrawal of notices. 

(a) A party (or parties) to a transaction 

that has filed notice under § 802.501(a) 

may request in writing, at any time prior 

to conclusion of all action under section 

721, that such notice be withdrawn. 

Such request shall be directed to the 

Staff Chairperson and shall state the 

reasons why the request is being made. 

Such requests will ordinarily be 

granted, unless otherwise determined by 

the Committee. An official of the 

Department of the Treasury will 

promptly advise the parties to the 

transaction in writing of the 

Committee’s decision. 

(b) Any request to withdraw an 

agency notice by the agency that filed it 

shall be in writing and shall be effective 

only upon approval by the Committee. 

An official of the Department of the 

Treasury shall advise the parties to the 

transaction in writing of the 

Committee’s decision to approve the 

withdrawal request within two business 

days of the Committee’s decision. 

(c) In any case where a request to 

withdraw a notice is granted under 

paragraph (a) of this section: 

(1) The Staff Chairperson, in 

consultation with the Committee, shall 

establish, as appropriate: 

(i) A process for tracking actions that 

may be taken by any party to the 

covered real estate transaction before a 

notice is refiled under § 802.501; and 

(ii) Interim protections to address 

specific national security concerns with 

the covered real estate transaction 

identified during the review or 

investigation of the covered real estate 

transaction. 

(2) The Staff Chairperson shall specify 

a time frame, as appropriate, for the 

parties to resubmit a notice and shall 

advise the parties of that time frame in 

writing. 

(d) A notice of a transaction that is 

submitted under paragraph (c)(2) of this 

section shall be deemed a new notice for 

purposes of the regulations in this part, 

including § 802.701. 

Subpart F—Committee Procedures 

§ 802.601 General. 

(a) In any assessment, review, or 

investigation of a covered real estate 

transaction, the Committee should 

consider the factors specified in section 

721(f), as applicable, and, as 

appropriate, require the parties to 

provide to the Committee the 

information necessary to consider such 

factors. The Committee’s assessment, 

review, or investigation (if necessary) 

shall examine, as appropriate, whether: 

(1) The transaction is a covered real 

estate transaction; 


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(2) There is credible evidence to 

support a belief that any foreign person 

party to a covered real estate transaction 

might take action that threatens to 

impair the national security of the 

United States; and 

(3) Provisions of law, other than 

section 721 and the International 

Emergency Economic Powers Act, 

provide adequate and appropriate 

authority to protect the national security 

of the United States. 

(b) During an assessment, review, or 

investigation, the Staff Chairperson may 

invite the parties to a notified 

transaction to attend a meeting with the 

Committee staff to discuss and clarify 

issues pertaining to the transaction. 

During an investigation, a party to the 

transaction under investigation may 

request a meeting with the Committee 

staff; such a request ordinarily will be 

granted. 

(c) The Staff Chairperson shall be the 

point of contact for receiving material 

filed with the Committee, including 

notices and declarations. 

(d) Where more than one lead agency 

is designated, communications on 

material matters between a party to the 

transaction and a lead agency shall 

include all lead agencies designated 

with regard to those matters. 

(e) The parties’ description of a 

transaction in a declaration or notice 

does not limit the ability of the 

Committee to, as appropriate, assess, 

review, or investigate, or exercise any 

other authorities available under section 

721 with respect to any covered real 

estate transaction that the Committee 

identifies as having been notified to the 

Committee based upon the facts set 

forth in the declaration or notice, any 

additional information provided to the 

Committee subsequent to the original 

declaration or notice, or any other 

information available to the Committee. 

§ 802.602 Role of the Secretary of Labor. 

In response to a request from the 

Chairperson of the Committee, the 

Secretary of Labor shall identify for the 

Committee any risk mitigation 

provisions proposed to or by the 

Committee that would violate U.S. 

employment laws or require a party to 

violate U.S. employment laws. The 

Secretary of Labor shall serve no policy 

role on the Committee. 

§ 802.603 Materiality. 

The Committee generally will not 

consider as material minor inaccuracies, 

omissions, or changes relating to 

financial or commercial factors not 

having a bearing on national security. 

§ 802.604 Tolling of deadlines during lapse 

in appropriations. 

Any deadline or time limitation under 

subparts D or E imposed on the 

Committee shall be tolled during a lapse 

in appropriations. 

Subpart G—Finality of Action 

§ 802.701 Finality of actions under section 

721. 

All authority available to the 

President or the Committee under 

section 721(d), including divestment 

authority, shall remain available at the 

discretion of the President with respect 

to any covered real estate transaction. 

Subject to § 802.501(c)(1)(ii), such 

authority shall not be exercised if: 

(a) The Committee, through its Staff 

Chairperson, has advised a party (or the 

parties) in writing that a particular 

transaction with respect to which a 

voluntary notice or a declaration has 

been filed is not a covered real estate 

transaction; 

(b) The parties to the transaction have 

been advised in writing under 

§ 802.405(a)(4), § 802.506, or 

§ 802.508(d) that the Committee has 

concluded all action under section 721 

with respect to the covered real estate 

transaction; or 

(c) The President has previously 

announced, under section 721(d), his or 

her decision not to exercise his or her 

authority under section 721 with respect 

to the covered real estate transaction. 

Subpart H—Provision and Handling of 

Information 

§ 802.801 Obligation of parties to provide 

information. 

(a) Parties to a transaction that is 

notified or declared under subpart D or 

E, or a transaction for which no notice 

or declaration has been submitted and 

for which the Staff Chairperson has 

requested information to assess whether 

the transaction is a covered real estate 

transaction, shall provide information to 

the Staff Chairperson that will enable 

the Committee to conduct a full 

assessment, review, and/or investigation 

of the transaction. Parties to a 

transaction that have filed information 

with the Committee shall promptly 

advise the Staff Chairperson of any 

material changes to such information. If 

deemed necessary by the Committee, 

information may be obtained from 

parties to a transaction or other persons 

through subpoena or otherwise, under 

the Defense Production Act 

Reauthorization of 2003, as amended 

(50 U.S.C. 4555(a)). 

(b) Documentary materials or 

information required or requested to be 

filed with the Committee under this part 

shall be submitted in English. 

Supplementary materials written in a 

foreign language shall be submitted in 

certified English translation. 

(c) Any information filed with the 

Committee in connection with any 

action for which a report is required 

under section 721(l)(6)(B) with respect 

to the implementation of a mitigation 

agreement or condition described in 

section 721(l)(3)(A) shall be 

accompanied by a certification that 

complies with the requirements of 

section 721(n) and § 802.202. A sample 

certification may be found at the 

Committee’s section of the Department 

of the Treasury website. 

§ 802.802 Confidentiality. 

(a) Except as provided in paragraph 

(b) of this section, any information or 

documentary material submitted or filed 

with the Committee under this part, 

including information or documentary 

material filed under § 802.501(g), shall 

be exempt from disclosure under the 

Freedom of Information Act, as 

amended (5 U.S.C. 552 et seq.), and no 

such information or documentary 

material may be made public. 

(b) Paragraph (a) of this section shall 

not prohibit disclosure of the following: 

(1) Information relevant to any 

administrative or judicial action or 

proceeding; 

(2) Information to Congress or to any 

duly authorized committee or 

subcommittee of Congress; 

(3) Information important to the 

national security analysis or actions of 

the Committee to any domestic 

governmental entity, or to any foreign 

governmental entity of a United States 

ally or partner, under the exclusive 

direction and authorization of the 

Chairperson, only to the extent 

necessary for national security 

purposes, and subject to appropriate 

confidentiality and classification 

requirements; or 

(4) Information that the parties have 

consented to be disclosed to third 

parties; 

(c) This section shall continue to 

apply with respect to information and 

documentary material submitted or filed 

with the Committee in any case where: 

(1) Action has concluded under 

section 721 concerning a notified 

transaction; 

(2) A request to withdraw a notice or 

a declaration is granted under § 802.509 

or § 802.404(c), respectively, or where a 

notice or a declaration has been rejected 

under § 802.504(a) or § 802.404(a), 

respectively; 

(3) The Committee determines that a 

notified or declared transaction is not a 

covered real estate transaction; or 


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(4) Such information or documentary 

material was filed under subpart D and 

the parties do not subsequently file a 

notice under subpart E. 

(d) Nothing in paragraph (a) of this 

section shall be interpreted to prohibit 

the public disclosure by a party of 

documentary material or information 

that it has submitted or filed with the 

Committee. Any such documentary 

material or information so disclosed 

may subsequently be reflected in the 

public statements of the Chairperson, 

who is authorized to communicate with 

the public and the Congress on behalf of 

the Committee, or of the Chairperson’s 

designee. 

(e) The provisions of the Defense 

Production Act Reauthorization of 2003, 

as amended (50 U.S.C. 4555(d)) relating 

to fines and imprisonment shall apply 

with respect to the disclosure of 

information or documentary material 

filed with the Committee under these 

regulations. 

Subpart I—Penalties and Damages 

§ 802.901 Penalties and damages. 

(a) Any person who submits a 

declaration or notice with a material 

misstatement or omission or makes a 

false certification under § 802.402, 

§ 802.403, or § 802.502 may be liable to 

the United States for a civil penalty not 

to exceed $250,000 per violation. The 

amount of the penalty imposed for a 

violation shall be based on the nature of 

the violation. 

(b) Any person who violates a 

material provision of a mitigation 

agreement with, a material condition 

imposed by, or an order issued by, the 

United States under section 721(l) may 

be liable to the United States for a civil 

penalty not to exceed $250,000 per 

violation or the value of the transaction, 

whichever is greater. For clarification, 

under the previous sentence, whichever 

penalty amount is greater may be 

imposed per violation, and the amount 

of the penalty imposed for a violation 

shall be based on the nature of the 

violation. 

(c) A mitigation agreement entered 

into or amended under section 721(l) 

may include a provision providing for 

liquidated or actual damages for 

breaches of the agreement. The 

mitigation agreement shall specify the 

amount of any liquidated damages that 

are a reasonable assessment of the harm 

to the national security that could result 

from a breach of the agreement. Any 

mitigation agreement containing a 

liquidated damages provision shall 

include a provision specifying that the 

Committee may consider the severity of 

the breach in deciding whether to seek 

a lesser amount than that stipulated in 

the agreement. 

(d) A determination to impose 

penalties under paragraph (a) or (b) of 

this section must be made by the 

Committee. Notice of the penalty, 

including a written explanation of the 

conduct to be penalized and the amount 

of the penalty, shall be sent to the 

subject person electronically and by 

U.S. mail or courier service. Notice shall 

be deemed to have been effected by the 

earlier of the date of electronic 

transmission and the date of receipt of 

U.S. mail or courier service. For the 

purposes of this section, the term 

subject person means the person or 

persons who may be liable to the United 

States for a civil penalty. 

(e) Upon receiving notice of a penalty 

to be imposed under paragraphs (a) 

through (c) of this section, the subject 

person may, within 15 business days of 

receipt of such notice, submit a petition 

for reconsideration to the Staff 

Chairperson, including a defense, 

justification, or explanation for the 

conduct to be penalized. The Committee 

will review the petition and issue any 

final penalty determination within 15 

business days of receipt of the petition. 

The Staff Chairperson and the subject 

person may extend either such period 

through written agreement. The 

Committee and the subject person may 

reach an agreement on an appropriate 

remedy at any time before the 

Committee issues any final penalty 

determination. 

(f) The penalties and damages 

authorized in paragraphs (a) through (c) 

of this section may be recovered in a 

civil action brought by the United States 

in federal district court. 

(g) Section 2 of the False Statements 

Accountability Act of 1996, as amended 

(18 U.S.C. 1001), shall apply to all 

information provided to the Committee 

under section 721, including by any 

party to a covered real estate 

transaction. 

(h) The penalties and damages 

available under this section are without 

prejudice to other penalties, civil or 

criminal, available under law. 

(i) The imposition of a civil monetary 

penalty or damages under these 

regulations creates a debt due to the 

U.S. Government. The Department of 

the Treasury may take action to collect 

the penalty or damages assessed if not 

paid within the time prescribed by the 

Committee and notified to the 

applicable party or parties. In addition 

or instead, the matter may be referred to 

the Department of Justice for 

appropriate action to recover the 

penalty or damages. 

§ 802.902 Effect of lack of compliance. 

If, at any time after a mitigation 

agreement or condition is entered into 

or imposed under section 721(l), the 

Committee or a lead agency in 

coordination with the Staff Chairperson, 

as the case may be, determines that a 

party or parties to the agreement or 

condition are not in compliance with 

the terms of the agreement or condition, 

the Committee or a lead agency in 

coordination with the Staff Chairperson 

may, in addition to the authority of the 

Committee to impose penalties under 

section 721(h) and to unilaterally 

initiate a review of any covered real 

estate transaction under section 

721(b)(1)(D)(iii): 

(a) Negotiate a plan of action for the 

party or parties to remediate the lack of 

compliance, with failure to abide by the 

plan or otherwise remediate the lack of 

compliance serving as the basis for the 

Committee to find a material breach of 

the agreement or condition; 

(b) Require that the party or parties 

submit a written notice or declaration 

under clause (i) of section 721(b)(1)(C) 

with respect to a covered real estate 

transaction initiated after the date of the 

determination of noncompliance and 

before the date that is five years after the 

date of the determination to the 

Committee to initiate a review of the 

transaction under section 721(b); or 

(c) Seek injunctive relief. 

Subpart J—Foreign National Security 

Investment Review Regimes 

§ 802.1001 Determinations. 

(a) The Committee may determine at 

any time that a foreign state has made 

significant progress toward establishing 

and effectively utilizing a robust process 

to analyze foreign investments for 

national security risks and to facilitate 

coordination with the United States on 

matters relating to investment security. 

(b) The Committee may rescind a 

determination under paragraph (a) of 

this section if the Committee determines 

that such a rescission is appropriate. 

(c) The Chairperson of the Committee 

shall publish a notice of any 

determination or rescission of a 

determination under paragraph (a) or (b) 

of this section, respectively, in the 

Federal Register. 

§ 802.1002 Effect of determinations. 

(a) A determination under 

§ 802.1001(a) shall take effect 

immediately upon publication of a 

notice of such determination under 

§ 802.1001(c) and remain in effect 

unless rescinded under § 802.1001(b). 

(b) A rescission of a determination 

under § 802.1001(b) shall take effect on 


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the date specified in the notice 

published under § 802.1001(c). 

(c) A determination under 

§ 802.1001(a) does not apply to any 

transaction for which a declaration or 

notice has been accepted by the Staff 

Chairperson under § 802.403(a)(1) or 

§ 802.503(a), respectively. 

(d) A rescission of a determination 

under § 802.1001(b) does not apply to 

any transaction for which: 

(1) The completion date is prior to the 

date upon which the rescission of a 

determination under paragraph (b) of 

this section becomes effective; or 

(2) Before publication of the 

rescission of determination under 

§ 802.1001(c), the parties to the 

transaction have executed a binding 

written agreement, or other binding 

document, establishing the material 

terms of the transaction that is 

ultimately consummated. 

Appendix A to Part 802—List of 

Military Installations and Other U.S. 

Government Sites 

Site name Location 

Part 1 

Adelphi Laboratory Center .......................................................................................................... Adelphi, MD. 

Air Force Maui Optical and Supercomputing Site ...................................................................... Maui, HI. 

Air Force Office of Scientific Research ...................................................................................... Arlington, VA. 

Andersen Air Force Base ........................................................................................................... Yigo, Guam. 

Army Futures Command ............................................................................................................ Austin, TX. 

Army Research Lab—Orlando Simulations and Training Technology Center .......................... Orlando, FL. 

Army Research Lab—Raleigh Durham ...................................................................................... Raleigh Durham, NC. 

Arnold Air Force Base ................................................................................................................ Coffee County and Franklin County, TN. 

Beale Air Force Base ................................................................................................................. Yuba City, CA. 

Biometric Technology Center (Biometrics Identity Management Activity) ................................. Clarksburg, WV. 

Buckley Air Force Base .............................................................................................................. Aurora, CO. 

Camp MacKall ............................................................................................................................ Pinebluff, NC. 

Cape Cod Air Force Station ....................................................................................................... Sandwich, MA. 

Cape Newenham Long Range Radar Site ................................................................................. Cape Newenham, AK. 

Cavalier Air Force Station .......................................................................................................... Cavalier, ND. 

Cheyenne Mountain Air Force Station ....................................................................................... Colorado Springs, CO. 

Clear Air Force Station ............................................................................................................... Anderson, AK. 

Creech Air Force Base ............................................................................................................... Indian Springs, NV. 

Davis-Monthan Air Force Base .................................................................................................. Tucson, AZ. 

Defense Advanced Research Projects Agency ......................................................................... Arlington, VA. 

Eareckson Air Force Station ....................................................................................................... Shemya, AK. 

Eielson Air Force Base ............................................................................................................... Fairbanks, AK. 

Ellington Field Joint Reserve Base ............................................................................................ Houston, TX. 

Fairchild Air Force Base ............................................................................................................. Spokane, WA. 

Fort Benning ............................................................................................................................... Columbus, GA. 

Fort Belvoir ................................................................................................................................. Fairfax County, VA. 

Fort Bliss ..................................................................................................................................... El Paso, TX. 

Fort Campbell ............................................................................................................................. Hopkinsville, KY. 

Fort Carson ................................................................................................................................. Colorado Springs, CO. 

Fort Detrick ................................................................................................................................. Frederick, MD. 

Fort Drum .................................................................................................................................... Watertown, NY. 

Fort Gordon ................................................................................................................................ Augusta, GA. 

Fort Hood .................................................................................................................................... Killeen, TX. 

Fort Knox .................................................................................................................................... Fort Knox, KY. 

Fort Leavenworth ........................................................................................................................ Leavenworth, KS. 

Fort Lee ...................................................................................................................................... Petersburg, VA. 

Fort Leonard Wood ..................................................................................................................... Pulaski County, MO. 

Fort Meade ................................................................................................................................. Anne Arundel County, MD. 

Fort Riley .................................................................................................................................... Junction City, KS. 

Fort Shafter ................................................................................................................................. Honolulu, HI. 

Fort Sill ........................................................................................................................................ Lawton, OK. 

Fort Stewart ................................................................................................................................ Hinesville, GA. 

Fort Yukon Long Range Radar Site ........................................................................................... Fort Yukon, AK. 

Francis E. Warren Air Force Base ............................................................................................. Cheyenne, WY. 

Guam Tracking Station ............................................................................................................... Inarajan, Guam. 

Hanscom Air Force Base ........................................................................................................... Lexington, MA. 

Holloman Air Force Base ........................................................................................................... Alamogordo, NM. 

Holston Army Ammunition Plant ................................................................................................. Kingsport, TN. 

Joint Base Anacostia-Bolling ...................................................................................................... Washington, DC. 

Joint Base Andrews .................................................................................................................... Camp Springs, MD. 

Joint Base Elmendorf-Richardson .............................................................................................. Anchorage, AK. 

Joint Base Langley-Eustis .......................................................................................................... Hampton, VA and Newport News, VA. 

Joint Base Lewis-McChord ......................................................................................................... Tacoma, WA. 

Joint Base McGuire-Dix-Lakehurst ............................................................................................. Lakehurst, NJ. 

Joint Base Pearl Harbor-Hickam ................................................................................................ Honolulu, HI. 

Joint Base San Antonio .............................................................................................................. San Antonio, TX. 

Joint Expeditionary Base Little Creek-Fort Story ....................................................................... Virginia Beach, VA. 

Kaena Point Satellite Tracking Station ....................................................................................... Waianae, HI. 

King Salmon Air Force Station ................................................................................................... King Salmon, AK. 

Kirtland Air Force Base .............................................................................................................. Albuquerque, NM. 

Kodiak Tracking Stations ............................................................................................................ Kodiak Island, AK. 


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Site name Location 

Los Angeles Air Force Base ....................................................................................................... El Segundo, CA. 

MacDill Air Force Base ............................................................................................................... Tampa, FL. 

Malmstrom Air Force Base ......................................................................................................... Great Falls, MT. 

Marine Corps Air Ground Combat Center Twentynine Palms ................................................... Twentynine Palms, CA. 

Marine Corps Air Station Beaufort ............................................................................................. Beaufort, SC. 

Marine Corps Air Station Cherry Point ....................................................................................... Cherry Point, NC. 

Marine Corps Air Station Miramar .............................................................................................. San Diego, CA. 

Marine Corps Air Station New River .......................................................................................... Jacksonville, NC. 

Marine Corps Air Station Yuma .................................................................................................. Yuma, AZ. 

Marine Corps Base Camp Lejeune ............................................................................................ Jacksonville, NC. 

Marine Corps Base Camp Pendleton ......................................................................................... Oceanside, CA. 

Marine Corps Base Hawaii ......................................................................................................... Kaneohe Bay, HI. 

Marine Corps Base Hawaii, Camp H.M. Smith .......................................................................... Halawa, HI. 

Marine Corps Base Quantico ..................................................................................................... Quantico, VA. 

Mark Center ................................................................................................................................ Alexandria, VA. 

Minot Air Force Base .................................................................................................................. Minot, ND. 

Moody Air Force Base ................................................................................................................ Valdosta, GA. 

Naval Air Station Joint Reserve Base New Orleans .................................................................. Belle Chasse, LA. 

Naval Air Station Oceana ........................................................................................................... Virginia Beach, VA. 

Naval Air Station Oceana Dam Neck Annex ............................................................................. Virginia Beach, VA. 

Naval Air Station Whidbey Island ............................................................................................... Oak Harbor, WA. 

Naval Base Guam ...................................................................................................................... Apra Harbor, Guam. 

Naval Base Kitsap Bangor ......................................................................................................... Silverdale, WA. 

Naval Base Point Loma .............................................................................................................. San Diego, CA. 

Naval Base San Diego ............................................................................................................... San Diego, CA. 

Naval Base Ventura County—Port Hueneme Operating Facility ............................................... Port Hueneme, CA. 

Naval Research Laboratory ........................................................................................................ Washington, DC. 

Naval Research Laboratory—Blossom Point ............................................................................. Welcome, MD. 

Naval Research Laboratory—Stennis Space Center ................................................................. Hancock County, MS. 

Naval Research Laboratory—Tilghman ..................................................................................... Tilghman, MD. 

Naval Station Newport ................................................................................................................ Newport, RI. 

Naval Station Norfolk .................................................................................................................. Norfolk, VA. 

Naval Submarine Base Kings Bay ............................................................................................. Kings Bay, GA. 

Naval Submarine Base New London ......................................................................................... Groton, CT. 

Naval Surface Warfare Center Carderock Division—Acoustic Research Detachment ............. Bayview, ID. 

Naval Support Activity Crane ..................................................................................................... Crane, IN. 

Naval Support Activity Orlando .................................................................................................. Orlando, FL. 

Naval Support Activity Panama City .......................................................................................... Panama City, FL. 

Naval Support Activity Philadelphia ............................................................................................ Philadelphia, PA. 

Naval Support Facility Carderock ............................................................................................... Bethesda, MD. 

Naval Support Facility Dahlgren ................................................................................................. Dahlgren, VA. 

Naval Support Facility Indian Head ............................................................................................ Indian Head, MD. 

Naval Weapons Station Seal Beach Detachment Norco ........................................................... Norco, CA. 

New Boston Air Station .............................................................................................................. New Boston, NH. 

Offutt Air Force Base .................................................................................................................. Bellevue, NE. 

Oliktok Long Range Radar Site .................................................................................................. Oliktok, AK. 

Orchard Combat Training Center ............................................................................................... Boise, ID. 

Peason Ridge Training Area ...................................................................................................... Leesville, LA. 

Pentagon ..................................................................................................................................... Arlington, VA. 

Peterson Air Force Base ............................................................................................................ Colorado Springs, CO. 

Picatinny Arsenal ........................................................................................................................ Morris County, NJ. 

Pin ̃on Canyon Maneuver Site ..................................................................................................... Tyrone, CO. 

Pohakuloa Training Area ............................................................................................................ Hilo, HI. 

Point Barrow Long Range Radar Site ........................................................................................ Point Barrow, AK. 

Portsmouth Naval Shipyard ........................................................................................................ Kittery, ME. 

Radford Army Ammunition Plant ................................................................................................ Radford, VA. 

Redstone Arsenal ....................................................................................................................... Huntsville, AL. 

Rock Island Arsenal .................................................................................................................... Rock Island, IL. 

Rome Research Laboratory ....................................................................................................... Rome, NY. 

Schriever Air Force Base ........................................................................................................... Colorado Springs, CO. 

Seymour Johnson Air Force Base ............................................................................................. Goldsboro, NC. 

Shaw Air Force Base .................................................................................................................. Sumter, SC. 

Southeast Alaska Acoustic Measurement Facility ..................................................................... Ketchikan, AK. 

Tin City Long Range Radar Site ................................................................................................ Tin City, AK. 

Tinker Air Force Base ................................................................................................................. Midwest City, OK. 

Travis Air Force Base ................................................................................................................. Fairfield, CA. 

Tyndall Air Force Base ............................................................................................................... Bay County, FL. 

U.S. Army Natick Soldier Systems Center ................................................................................. Natick, MA. 

Watervliet Arsenal ....................................................................................................................... Watervliet, NY. 

Wright-Patterson Air Force Base ................................................................................................ Dayton, OH. 


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Part 2 

Aberdeen Proving Ground .......................................................................................................... Aberdeen, MD. 

Camp Shelby .............................................................................................................................. Hattiesburg, MS. 

Cape Canaveral Air Force Station ............................................................................................. Cape Canaveral, FL. 

Dare County Range .................................................................................................................... Manns Harbor, NC. 

Edwards Air Force Base ............................................................................................................. Edwards, CA. 

Eglin Air Force Base ................................................................................................................... Valparaiso, FL. 

Fallon Range Complex ............................................................................................................... Fallon, NV. 

Fort Bragg ................................................................................................................................... Fayetteville, NC. 

Fort Greely .................................................................................................................................. Delta Junction, AK. 

Fort Huachuca ............................................................................................................................ Sierra Vista, AZ. 

Fort Irwin ..................................................................................................................................... San Bernardino County, CA. 

Fort Polk ..................................................................................................................................... Leesville, LA. 

Fort Wainwright ........................................................................................................................... Fairbanks, AK. 

Hardwood Range ........................................................................................................................ Necehuenemedah, WI. 

Hill Air Force Base ...................................................................................................................... Ogden, UT. 

Mountain Home Air Force Base ................................................................................................. Mountain Home, ID. 

Naval Air Station Meridian .......................................................................................................... Meridian, MS. 

Naval Air Station Patuxent River ................................................................................................ Lexington Park, MD. 

Naval Air Weapons Station China Lake ..................................................................................... Ridgecrest, CA. 

Naval Base Kitsap—Keyport ...................................................................................................... Keyport, WA. 

Naval Base Ventura County—Point Mugu Operating Facility .................................................... Point Mugu, CA. 

Naval Weapons Systems Training Facility Boardman ............................................................... Boardman, OR. 

Nellis Air Force Base .................................................................................................................. Las Vegas, NV. 

Nevada Test and Training Range .............................................................................................. Tonopah, NV. 

Pacific Missile Range Facility ..................................................................................................... Kekaha, HI. 

Patrick Air Force Base ................................................................................................................ Cocoa Beach, FL. 

Tropic Regions Test Center ....................................................................................................... Wahiawa, HI. 

Utah Test and Training Range ................................................................................................... Barro, UT. 

Vandenberg Air Force Base ....................................................................................................... Lompoc, CA. 

West Desert Test Center ............................................................................................................ Dugway, UT. 

White Sands Missile Range ....................................................................................................... White Sands Missile Range, NM. 

Yuma Proving Ground ................................................................................................................ Yuma, AZ. 

Site name County Township/range 

Part 3 

90th Missile Wing, Francis E. Warren Air Force Base 

Missile Field (Colorado, Nebraska, and Wyoming).

Logan, CO .......................... All lands except those located south of Township 8 

North and east of Range 51 West using the Bureau 

of Land Management’s Public Lands Survey System. 

Morgan, CO ........................ All lands located north of Township 3 North using the 

Bureau of Land Management’s Public Lands Survey 

System. 

Sedgwick, CO .................... All lands except those located east of Range 46 West 

using the Bureau of Land Management’s Public 

Lands Survey System. 

Washington, CO ................. All lands located north of Township 4 North, and west 

of Range 52 West using the Bureau of Land Management’s Public Lands Survey System. 

Weld, CO ............................ All lands located north of Township 4 North, and east 

of Range 64 West using the Bureau of Land Management’s Public Lands Survey System. 

Banner, NE ......................... All. 

Cheyenne, NE .................... All. 

Deuel, NE ........................... All lands located south of Township 15 North, and west 

of Range 43 West using the Bureau of Land Management’s Public Lands Survey System. 

Garden, NE ........................ All lands located south of Township 19 North, and west 

Range 43 West using the Bureau of Land Management’s Public Lands Survey System. 

Kimball, NE ........................ All. 

Morrill, NE .......................... All lands except those located north of Township 21 

North using the Bureau of Land Management’s Public Lands Survey System. 

Scotts Bluff, NE .................. All. 

Sioux, NE ........................... All lands except those located north of Township 26 

North, and east of Range 57 West using the Bureau 

of Land Management’s Public Lands Survey System. 

Goshen, WY ....................... All lands except those located north of Township 27 

North using the Bureau of Land Management’s Public Lands Survey System. 

Laramie, WY ...................... All lands except those located south of Township 14 

North, and west of Range 64 West using the Bureau 

of Land Management’s Public Lands Survey System. 


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Site name County Township/range 

Platte, WY .......................... All lands except those located north of Township 27 

North using the Bureau of Land Management’s Public Lands Survey System. 

341st Missile Wing, Malmstrom Air Force Base Missile 

Field (Montana).

Blaine, MT .......................... All lands except those located north of Township 24 

North using the Bureau of Land Management’s Public Lands Survey System. 

Cascade, MT ...................... All. 

Chouteau, MT .................... All lands except those located north of Township 24 

North, and east of Range 8 East using the Bureau of 

Land Management’s Public Lands Survey System. 

Fergus, MT ......................... All lands except those located east of Range 26 East 

using the Bureau of Land Management’s Public 

Lands Survey System. 

Glacier, MT ......................... All lands located south of Township 35 North, and east 

of Range 7 West, using the Bureau of Land Management’s Public Lands Survey System. 

Golden Valley, MT ............. All lands except those located south of Township 11 

North, and east of Range 20 East using the Bureau 

of Land Management’s Public Lands Survey System. 

Judith Basin, MT ................ All. 

Lewis and Clark, MT .......... All lands except those located south of Township 14 

North using the Bureau of Land Management’s Public Lands Survey System. 

Liberty, MT ......................... All lands except those located north of Township 31 

North, and east of Range 5 East using the Bureau of 

Land Management’s Public Lands Survey System. 

Meagher, MT ...................... All lands except those located south of Township 12 

North, and west of Range 9 East using the Bureau of 

Land Management’s Public Lands Survey System. 

Musselshell, MT ................. All lands located north of Township 10 North, and west 

of Range 23 East using the Bureau of Land Management’s Public Lands Survey System. 

Petroleum, MT .................... All lands located west of Range 27 East using the Bureau of Land Management’s Public Lands Survey 

System. 

Phillips, MT ......................... All lands located south of Township 23 North, and west 

of Range 25 East using the Bureau of Land Management’s Public Lands Survey System. 

Pondera, MT ...................... All lands except those located west of Range 9 West, 

using the Bureau of Land Management’s Public 

Lands Survey System. 

Stillwater, MT ..................... All lands located north of Township 3 North, and west 

of Range 20 East using the Bureau of Land Management’s Public Lands Survey System. 

Sweet Grass, MT ............... All lands located north of Township 3 North, and east 

of Range 12 East using the Bureau of Land Management’s Public Lands Survey System. 

Teton, MT ........................... All lands except those located west of Range 10 West 

using the Bureau of Land Management’s Public 

Lands Survey System. 

Toole, MT ........................... All lands except those located north of Township 34 

North using the Bureau of Land Management’s Public Lands Survey System. 

Wheatland, MT ................... All. 

91st Missile Wing, Minot Air Force Base Missile Field 

(North Dakota).

Bottineau, ND ..................... All lands except those located east of Range 77 West 

using the Bureau of Land Management’s Public 

Lands Survey System. 

Burke, ND ........................... All lands except those located west of Range 93 West 

using the Bureau of Land Management’s Public 

Lands Survey System. 

Dunn, ND ........................... All lands located north of Township 148 North, using 

the Bureau of Land Management’s Public Lands Survey System. 

McHenry, ND ...................... All lands except those located north of Township 156 

North, and east of Range 80 West using the Bureau 

of Land Management’s Public Lands Survey System. 

McKenzie, ND .................... All lands located east of Range 95 West, using the Bureau of Land Management’s Public Lands Survey 

System. 

McLean, ND ....................... All lands except those located south of Township 145 

North using the Bureau of Land Management’s Public Lands Survey System. 


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Site name County Township/range 

Mercer, ND ......................... All lands located north of Township 145 North, east of 

Range 90 West, using the Bureau of Land Management’s Public Lands Survey System. 

Mountrail, ND ..................... All. 

Pierce, ND .......................... All lands located south of Township 155 North, west of 

Range 72 West using the Bureau of Land Management’s Public Lands Survey System. 

Renville, ND ....................... All. 

Sheridan, ND ...................... All lands except those located south of Township 148 

North, and east of Range 78 West using the Bureau 

of Land Management’s Public Lands Survey System. 

Ward, ND ........................... All lands except those located north of Township 155 

North, and east of Range 83 West using the Bureau 

of Land Management’s Public Lands Survey System. 

Williams, ND ....................... All lands located south of Township 158 North, and 

east of Range 96 West using the Bureau of Land 

Management’s Public Lands Survey System. 

Site name Location 

Part 4 

Boston Range Complex ............................................ Offshore Massachusetts, New Hampshire, Maine. 

Boston Operating Area .............................................. Offshore Massachusetts, New Hampshire, Maine. 

Charleston Operating Area ....................................... Offshore North Carolina, South Carolina. 

Cherry Point Operating Area ..................................... Offshore North Carolina, South Carolina. 

Corpus Christi Operating Area .................................. Offshore Texas. 

Eglin Gulf Test and Training Range ......................... Offshore Florida. 

Gulf of Mexico Range Complex ................................ Offshore Mississippi, Alabama, Florida. 

Hawaii Range Complex ............................................. Offshore Hawaii. 

Jacksonville Operating Area ..................................... Offshore Florida, Georgia. 

Jacksonville Range Complex .................................... Offshore Florida. 

Key West Operating Area ......................................... Offshore Florida. 

Key West Range Complex ........................................ Offshore Florida. 

Narragansett Bay Range Complex ........................... Offshore Connecticut, Massachusetts, New York, Rhode Island. 

Narragansett Bay Operating Area ............................. Offshore Connecticut, Massachusetts, New York, Rhode Island. 

New Orleans Operating Area .................................... Offshore Louisiana. 

Northern California Range Complex ......................... Offshore California. 

Northwest Training Range Complex ......................... Offshore Oregon, Washington. 

Panama City Operating Area .................................... Offshore Florida. 

Pensacola Operating Area ........................................ Offshore Alabama, Florida. 

Point Mugu Sea Range ............................................. Offshore California. 

Southern California Range Complex ........................ Offshore California. 

Virginia Capes Operating Area ................................. Offshore Delaware, Maryland, North Carolina, Virginia. 

Virginia Capes Range Complex ................................ Offshore Delaware, Maryland, North Carolina, Virginia. 

Dated: January 6, 2020. 

Thomas Feddo, 

Assistant Secretary for Investment Security. 

[FR Doc. 2020–00187 Filed 1–13–20; 4:15 pm] 

BILLING CODE 4810–25–P 


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