REGULATIONS PERTAINING TO CERTAIN TRANSACTIONS BY FOREIGN PERSONS INVOLVING REAL ESTATE IN THE UNITED STATES

• Citation: 31 CFR Part 802
• Sections: 87

Appendix A 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.

Anniston Army Depot

Anniston, AL.

Army Futures Command

Austin, TX.

Army Research Lab—Orlando Simulations and Training Technology Center

Orlando, FL.

Army Research Office

Durham, NC.

Barter Island Regional Radar Site

Barter Island, AK.

Beale Air Force Base

Yuba City, CA.

Biometric Technology Center (Defense Forensics and Biometrics Agency)

Clarksburg, WV.

Blue Grass Army Depot

Richmond, KY.

Buckley Space Force Base

Aurora, CO.

Camp Blaz

Dededo, Guam.

Camp Mackall

Southern Pines, NC.

Camp Navajo

Bellemont, AZ.

Camp Roberts

San Miguel, CA.

Cape Newenham Long Range Radar Site

Cape Newenham, AK.

Cavalier Space Force Station

Cavalier, ND.

Cheyenne Mountain Space Force Station

Colorado Springs, CO.

Clear Space Force Station

Anderson, AK.

Cold Bay Regional Radar Site

Cold Bay, AK.

Combat Capabilities Development Command Soldier Center

Natick, MA.

Creech Air Force Base

Indian Springs, NV.

Davis-Monthan Air Force Base

Tucson, AZ.

Defense Advanced Research Projects Agency

Arlington, VA.

Detroit Arsenal

Warren, MI.

Eareckson Air Station

Shemya, AK.

Eielson Air Force Base

Fairbanks, AK.

Ellington Field Joint Reserve Base

Houston, TX.

Fairchild Air Force Base

Spokane, WA.

Fort Belvoir

Fairfax County, VA.

Fort Bliss

El Paso, TX.

Fort Campbell

Hopkinsville, KY and Clarksville, TN.

Fort Carson

Colorado Springs, CO.

Fort Cavazos

Killeen, TX.

Fort Detrick

Frederick, MD.

Fort Drum

Watertown, NY.

Fort Eisenhower

Augusta, GA.

Fort Gregg-Adams

Petersburg, VA.

Fort Knox

Elizabethtown, KY.

Fort Leavenworth

Leavenworth County, KS.

Fort Leonard Wood

Pulaski County, MO.

Fort Meade

Anne Arundel County, MD.

Fort Moore

Columbus, GA.

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.

Hawthorne Army Depot

Hawthorne, NV.

Holloman Air Force Base

Alamogordo, NM.

Holston Army Ammunition Plant

Kingsport, TN.

Indian Mountain Regional Radar Site

Indian Mountain, AK.

Iowa Army Ammunition Plant

Middletown, IA.

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 Myer-Henderson Hall

Arlington, VA.

Joint Base Pearl Harbor-Hickam

Honolulu, HI.

Joint Expeditionary Base Little Creek-Fort Story

Virginia Beach, VA.

Joint Systems Manufacturing Center—Lima

Lima, OH.

Kaena Point Satellite Tracking Station

Waianae, HI.

Kenai Regional Radar Site

Kenai, AK.

King Salmon Air Force Station

King Salmon, AK.

Kirtland Air Force Base

Albuquerque, NM.

Kodiak Tracking Station

Kodiak Island, AK.

Kotzebue Regional Radar Site

Kotzebue, AK.

Lake City Army Ammunition Plant

Independence, MO.

Letterkenny Army Depot

Chambersburg, PA.

Lisburne Regional Radar Site

Cape Lisburne, AK.

Los Angeles Air Force Base

El Segundo, CA.

MacDill Air Force Base

Tampa, FL.

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.

Marine Corps Logistics Base Albany

Albany, GA.

Marine Corps Logistics Base Barstow

Barstow, CA.

Marine Corps Support Facility Blount Island

Jacksonville, FL.

Mark Center

Alexandria, VA.

McAlester Army Ammunition Plant

McAlester, OK.

Military Ocean Terminal Concord

Concord, CA.

Military Ocean Terminal Sunny Point

Brunswick County, NC.

Minot Air Force Base

Minot, ND.

Naval Air Station Corpus Christi

Corpus Christi, TX.

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 Logistics Support Activity Ketchikan

Ketchikan, AK.

Naval Logistics Support Activity LaMoure

LaMoure, ND.

Naval Logistics Support Annex Orlando

Okahumpka, FL.

Naval Logistics Support Facility Aguada

Aguada, Puerto Rico.

Naval Logistics Support Facility Cutler

Cutler, ME.

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 Suffolk Facility

Suffolk, VA.

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 Surface Warfare Center Carderock Division—Acoustic Research Detachment

Bayview, ID.

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 Space Force Base

Colorado Springs, CO.

Picatinny Arsenal

Morris County, NJ.

Pine Bluff Arsenal

White Hall, AR.

Piñon Canyon Maneuver Site

Tyrone, CO.

Pohakuloa Training Area

Hilo, HI.

Point Barrow Long Range Radar Site

Point Barrow, AK.

Portsmouth Naval Shipyard

Kittery, ME.

Pueblo Chemical Depot

Pueblo, CO.

Radford Army Ammunition Plant

Radford, VA.

Red River Army Depot

Texarkana, TX.

Rock Island Arsenal

Rock Island, IL.

Romanzof Regional Radar Site

Romanzof, AK.

Rome Research Laboratory

Rome, NY.

Scott Air Force Base

St. Clair County, IL.

Scranton Army Ammunition Plant

Scranton, PA.

Seymour Johnson Air Force Base

Goldsboro, NC.

Shaw Air Force Base

Sumter, SC.

Southeast Alaska Acoustic Measurement Facility

Ketchikan, AK.

Sparrevohn Regional Radar Site

Sparrevohn, AK.

Tatalina Regional Radar Site

Tatalina, AK.

Tin City Long Range Radar Site

Tin City, AK.

Tooele Army Depot

Tooele, UT.

Travis Air Force Base

Fairfield, CA.

Tyndall Air Force Base

Bay County, FL.

Watervliet Arsenal

Watervliet, NY.

Part 2

Aberdeen Proving Ground

Aberdeen, MD.

Air Force Plant 42

Palmdale, CA.

Altus Air Force Base

Altus, OK.

Arnold Air Force Base

Coffee County and Franklin County, TN.

Barksdale Air Force Base

Bossier City, LA.

Camp Dodge

Johnston, IA.

Camp Grayling

Grayling, MI.

Camp Shelby

Hattiesburg, MS.

Camp Williams

Bluffdale, UT.

Cannon Air Force Base

Clovis, NM.

Cape Canaveral Space Force Station

Cape Canaveral, FL.

Chocolate Mountain Aerial Gunnery Range

Niland, CA.

Columbus Air Force Base

Columbus, MS.

Dare County Range

Manns Harbor, NC.

Dover Air Force Base

Delmarva, DE.

Dyess Air Force Base

Abilene, TX.

Edwards Air Force Base

Edwards, CA.

Eglin Air Force Base

Valparaiso, FL.

Ellsworth Air Force Base

Box Elder, SD.

Fallon Range Complex

Fallon, NV.

Fort Greely

Delta Junction, AK.

Fort Huachuca

Sierra Vista, AZ.

Fort Irwin

San Bernardino County, CA.

Fort Johnson

Vernon Parish, LA.

Fort Liberty

Fayetteville, NC.

Fort Novosel

Dale County, AL.

Fort Wainwright

Fairbanks, AK.

Goodfellow Air Force Base

San Angelo, TX.

Grand Forks Air Force Base

Grand Forks, ND.

Hardwood Range

Necedah, WI.

Hill Air Force Base

Ogden, UT.

Joint Base Cape Cod

Sandwich, MA.

Joint Base Charleston

North Charleston, SC.

Joint Base San Antonio

San Antonio, TX.

Laughlin Air Force Base

Del Rio, TX.

Little Rock Air Force Base

Little Rock, AR.

Luke Air Force Base

Glendale, AZ.

Malmstrom Air Force Base

Great Falls, MT.

Maxwell-Gunter Air Force Base

Montgomery, AL.

Moody Air Force Base

Valdosta, GA.

Mountain Home Air Force Base

Mountain Home, ID.

Muscatatuck Urban Training Center

Butlerville, IN.

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 Space Force Base

Cocoa Beach, FL.

Redstone Arsenal

Huntsville, AL.

Schriever Space Force Base

Colorado Springs, CO.

Tinker Air Force Base

Midwest City, OK.

Townsend Bombing Range

McIntosh County, GA.

Tropic Regions Test Center

Wahiawa, HI.

Utah Test and Training Range

Barro, UT.

Vance Air Force Base

Enid, OK.

Vandenberg Space Force Base

Lompoc, CA.

West Desert Test Center

Dugway, UT.

White Sands Missile Range

White Sands Missile Range, NM.

Whiteman Air Force Base

Knob Noster, MO.

Wright-Patterson Air Force Base

Dayton, OH.

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.

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.

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.

§ 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

(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 paragraphs (b) and (c) of this section and otherwise in this part, the regulations in this part apply from February 13, 2020.

(b) The regulations in this part adopted by the final rule published in the Federal Register on January 17, 2020 (85 FR 3158), shall apply to any transaction for which:

(1) The completion date was on or after February 13, 2020, and before September 22, 2023; or

(2) The parties to the transaction have executed a binding written agreement, or other binding document, establishing the material terms of the transaction on or after February 13, 2020, and before September 22, 2023.

(c) The regulations in this part as amended by the final rule published in the Federal Register on August 23, 2023 (88 FR 57348), shall apply to any transaction for which:

(1) The completion date was on or after September 22, 2023, and before December 9, 2024; or

(2) The parties to the transaction have executed a binding written agreement, or other binding document, establishing the material terms of the transaction on or after September 22, 2023, and before December 9, 2024.

(d) The regulations in this part as amended by the final rule published in the Federal Register on November 7, 2024 (89 FR 88133), shall apply to any transaction for which:

(1) The completion date was on or after December 9, 2024; or

(2) The parties to the transaction have executed a binding written agreement, or other binding document, establishing the material terms of the transaction on or after December 9, 2024.

§ 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.”

§ 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;

(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 non-public 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.

§ 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, 2023, a foreign state that meets the criteria in paragraph (a) of this section, and beginning on February 13, 2023, 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) An 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) An entity that is organized under the laws of an excepted real estate foreign state or in the United States 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) An entity that is organized under the laws of an excepted real estate foreign state or in the United States 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 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 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 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, and Space Force bases and major annexes thereof containing a unit of the North American Aerospace Defense Command and its regions;

(f) Air Force bases, Air Force stations, Space Force bases, Space Force stations, and major annexes thereof, containing satellite, telemetry, tracking, or commanding systems;

(g) Army bases, ammunition plants, centers of excellence, major depots and arsenals, military terminals, and research laboratories and major annexes thereof;

(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 and recruit depots;

(m) Military ranges as defined in 10 U.S.C. 101 (f)(1), or joint forces training centers;

(n) Naval bases and air stations including major support activities and annexes;

(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 are primarily directed, controlled, or coordinated by or on behalf of the general partner, managing member, or equivalent.

(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.