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Any U.S. company that manufactures, exports, or temporarily imports items or performs defense services that are controlled under the International Traffic in Arms Regulations (ITAR) is required to register with the U.S. Department of State Directorate of Defense Trade Controls (DDTC) and keep that registration current. Current means not only that the company information is accurate at the time of registration submission but also that the information in the registration must accurately reflect the registered company’s information at any point in the company’s timeline. When certain changes occur within the registered company, such as a change of control, a merger or acquisition, or a change in executive leadership, those changes must be reported to DDTC and the company’s ITAR registration must be updated. At a minimum, ITAR registration must be renewed annually.

This Guide provides a summary and checklist of some common types of company changes that require notice to DDTC and the actions that must be taken to keep ITAR registration current.

Five-Day Material Change Notice

Written notification to DDTC is required within five days when any of the below Triggering Events occur:

• A change to any of the following information contained in the ITAR Registration:

  • Registered company name;

  • Registered company address;

  • Registered company’s legal organization structure;

  • Registered company’s ownership or control (for changes of ownership or control to a foreign person or entity, see below additional instructions);

  • Registered company establishes, acquires, or divests any U.S. or foreign subsidiary or affiliate that is engaged in the manufacture or export of defense articles or defense services; or,

  • Registered company’s board of directors, senior officers, partners, or owners; or,

• Any of the above-listed business entities or individuals are charged, indicted, or convicted of violating any of the criminal statutes listed in ITAR §120.6 U.S. Criminal Statutes; or

• Any of the above-listed business entities or individuals violate a foreign criminal law on exportation of defense articles where conviction under such law carries a minimum term of imprisonment of greater than one year; or

• Any of the above-listed business entities or individuals become ineligible to contract with, or to receive an export license or other approval to export or temporarily import ITAR-controlled articles or services from any U.S. Government agency.

For the avoidance of doubt, the above Triggering Events must be reported if their occurrence involves:

1. The registered company, parent company, or any subsidiary or affiliate listed in the DS-2032 Statement of Registration (ITAR Registration); or

2. The registered company’s chief executive officer, president, vice presidents, secretaries, partners, members, or other senior officers or officials (such as comptroller, treasurer, general counsel) listed in the ITAR Registration; or

3. Any member of the registered company’s board of directors or any member of the board of directors of the parent, subsidiaries, or affiliates listed in the ITAR Registration:

Required Actions Checklist:

To create a material change notice:

• Log into the registered company’s ITAR Registration in the Defense Export Control and Compliance System (DECCS).

  1. In the Registration, go to Tab 2 and select “Amend.”

  2. Select the appropriate Material Change Type(s) in the drop-down menu.

  3. Make the applicable changes to the Registration in the various tabs in DECCS.

• Attach any additional documentation that may be needed to further explain the Material Change request. For example:

• Material Change Notification Letter

• List of affected ITAR licenses or agreements

• Amended Articles of Incorporation

• Legal documentation (e.g., copy of indictment or judgment/conviction; notice letter of suspension or debarment)

• Permanent residence card or U.S. visa for all non-U.S. persons involved in the change

• Liquidation or bankruptcy documents.

• If the Material Change is due to a merger, acquisition, or divestiture (MAD):

  • Prepare a Five-Day MAD Notification Letter to DDTC. The letter should be on company letterhead, signed by a senior officer, and include:

    • A brief description of the transaction (e.g. a purchase or merger);

    • A description of the buyer's ownership of other entities that manufacture, export, or broker defense articles or defense services;

    • The effective date of the transaction;

    • Applicable state government authority certification documents (e.g. a merger certificate or certificate of conversion);

    • DDTC registration codes for all involved parties, indicating which registration code will expire and whether the transaction entails a full or partial merger, acquisition, or divestiture (if applicable);

    • Changes to the registered party's ownership such as:

      • Names, addresses, and nationalities of owners (natural person(s))

      • Changes to Block 6 senior officer information

      • Before and after organizational charts;

    • A list of all subsidiaries which conduct ITAR-related activities; and

    • Statement of Registration Certification (see ITAR §122.2(b))

• Determine if the material change will impact any existing or pending ITAR licenses or agreements. If so, prepare a detailed list of all affected licenses or agreements in a separate General Correspondence (GC) request. The GC should be submitted through DECCS by selecting the “Other” category via the DS-6004 form.

Note: The GC letter should be addressed to the Office of Defense Trade Controls Licensing. It should include: 1) a copy of DTCC’s material change acknowledgement letter, and 2) a spreadsheet containing the licenses and other approvals to be transferred. Any licenses not identified in the GC will be considered invalid by DDTC.

Change of Control to Foreign Person or Entity

In the event ownership or control of a registered company is to be transferred to a foreign person, DDTC must be notified at least 60 days in advance of the transfer or intended sale. (Note: You should also consider filing with the Committee on Foreign Investment in the United States (CFIUS) or contact CFIUS counsel. Importantly, certain filings with CFIUS are mandatory).

Required Actions Checklist:

• Prepare a letter to DDTC explaining the impending transfer to a foreign person. The letter should be on company letterhead and must be signed by a senior officer. The letter must include:

  • A brief explanation of the transaction, (e.g. purchase or merger);

  • The anticipated date of the transaction;

  • DDTC registration codes for all involved parties;

  • Before and after organizational charts;

  • Names, addresses, and telephone numbers of all legal entities impacted by the reorganization;

  • Name of the owners (natural person(s));

  • Indication of whether a CFIUS filing will be submitted;

  • Statement of Registration Certification (see ITAR §122.2(b)); and

  • ITAR Compliance Program that will be in effect post-acquisition in Word format.

• Submit the signed letter via email to PM-DTCC-MAD@state.gov.

• Within five days of the effective date of the change of control, complete the Five-Day Material Change Notice requirements listed above.

Annual Registration Renewal

ITAR Registration is valid for one year from the date of issuance. Registration must be renewed annually if a company is engaging in the manufacture, export, or temporary import of ITAR-controlled items or providing ITAR-controlled defense services. DDTC states that its ITAR Registration Renewal review typically takes 30 days, so it is imperative to submit the annual ITAR Registration Renewal as soon as possible within the 60-day window.

Required Actions Checklist:

• Log into the registered company’s ITAR Registration in DECCS.

  • Select “Renew” on the DECCS dashboard to begin the renewal process. Note: “Renew” will only be visible within 90 days of registration expiration date, but you may only officially submit the Renewal within 60 days of the Registration expiration.

  • Review and validate the information in all fields beginning with Block 1.​​

    • For Material Changes in the Registration information, follow the Five-Day Material Change Notice instructions above.

    • For any Non-Material Changes (any change other than those listed in the Five-Day Material Change Notice instructions above) update the applicable fields. Some examples of Non-Material Changes are subsidiary or affiliate change of address or adding or deleting U.S. Munitions List (USML) categories that correspond to the registered company’s ITAR-controlled products or services.

  • When complete, the Registration submission must be reviewed, signed, and submitted by a Senior Officer authorized in DECCS to sign the registration.

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

This Guide highlights common change scenarios for ITAR registration; however, it is not exhaustive. For additional guidance regarding company changes that affect ITAR registration, contact the attorneys at Torres Trade Law, PLLC.