PART 355—REQUIREMENTS FOR ESTABLISHING UNITED STATES CITIZENSHIP Authority: 46 U.S.C. 50501, 50502; secs. 2, 204, Public Law 64-260, 39 Stat. 729, as amended, Public Law 74-835, 49 Stat. 1987, as amended, Public Law 86-327, 73 Stat. 597. Source: 91 FR 33638, June 4, 2026, unless otherwise noted. § 355.1 General. (a) Under 46 U.S.C. 50501, no corporation is deemed to be a citizen of the United States unless: (1) It is organized under the laws of the United States or of a State, Territory, District, or possession thereof; (2) Its president or other chief executive officer, and the chairman of its board of directors are citizens of the United States, and no more of its directors than a minority of the number necessary to constitute a quorum are non-citizens; and (3) The controlling interest therein is owned by citizens of the United States or, in the case of a corporation operating any vessel in the coastwise trade, on the Great Lakes, or inland lakes of the United States, 75 per centum of the interest in such corporation is owned by citizens of the United States. (b) As used in this part, the term primary corporation et seq. (c) To satisfy the statutory requirements, an Affidavit of U.S. Citizenship of a primary corporation by one of its officers duly authorized to execute such Affidavit, should be submitted. This Affidavit should contain facts from which the corporation's citizenship can be determined. § 355.2 Evidencing U.S. citizenship; affidavit guide. In order to establish that a corporation is a citizen of the United States within the meaning of 46 U.S.C. 50501, as amended, the form of affidavit to be used as a guide is hereby prescribed for execution on behalf of the primary corporation and filing with an application or, if required, subsequent filing within 30 days after the annual meeting of the stockholders (if the primary corporation is a wholly owned subsidiary and contrary to the bylaw provision does not hold the annual meeting of stockholders, the subsequent filing should be annually and related to the date of the original filing) as evidence of the continuing U.S. citizenship of a filing entity: Affidavit of U.S. Citizenship (NAME OF CORPORATION) State of _________) ) ss.: County of ________) I, (Name), (Physical residence address, city, and state), 1. That I am the (Title of office(s) held) (Name of Corporation), (Business address), 2. That I am authorized by and on behalf of the Corporation to execute and deliver this Affidavit of U.S. Citizenship; 3. That the names of the Chief Executive Officer, by whatever title, Vice Presidents or other individuals who are authorized to act in the absence or disability of the Chief Executive Officer, by whatever title, the Chairman of the Board of Directors, and the Directors of the Corporation are as follows: Name Title Citizen of the United States Name Title Yes/No [ Note: (give name and nationality of all Non-Citizen officers and directors, if any); (Number) [Select and complete the applicable paragraph 4 describing the Corporation's stock ownership and strike inapplicable paragraphs 4] 4. Information as to stock, where a non-publicly traded Corporation has 30 or more stockholders: That I have access to the stock books and records of the Corporation; that said stock books and records have been examined and disclose (a) that, as of (Date), (Number) (Class or series), (Number) That the registered addresses of (Number) (Number) (Class or series) (The same statement should be made with reference to each class or series of stock, if there is more than one class.) 4. Information as to stock, where Corporation's shares are publicly traded on a U.S. stock exchange: That the Corporation has diligently employed, administered, and adhered to methods such as those identified at 46 CFR 355.3(d) to monitor the Corporation's stock ownership. [In the case of Corporation seeking to demonstrate controlling interest ownership (greater than 50 percent U.S. Citizen ownership) use the following]: That, based on the foregoing, the percentage of shares of the Corporation owned by U.S. citizens eligible to document vessels in their own right is greater than 50 per centum. [In the case of a Corporation seeking to demonstrate eligibility for a coastwise endorsement (at least 75 percent U.S. ownership), use the following]: That, based on the foregoing, the percentage of shares of the Corporation owned by U.S. citizens eligible to document vessels in their own right is 75 percent or greater. 4. Information as to stock, where Corporation has less than 30 stockholders: That the information as to stock ownership, upon which the Corporation relies to establish that the required percentage 1 1 Name of Stockholder Number of shares owned Percentage of shares owned Name Number and Class Number and Class and that each of said individual stockholders is a Citizen of the United States by virtue of birth in the United States, birth abroad of U.S. citizen parents, by naturalization during minority through the naturalization of a parent, by marriage (if a woman) to a U.S. citizen prior to September 22, 1922, or as otherwise authorized by law. 5. That the controlling interest (or 75 percent of the interest) 2 2 6. That affiant has carefully examined this Affidavit and asserts that all the statements and representations contained therein are true to the best of their knowledge, information, and belief. Dated: ______ (Name and title of affiant) Penalty for False Statement: A fine or imprisonment, or both, are provided for violation of the proscriptions contained in 18 U.S.C. 1001 ( see also, § 355.3 Criteria to be applied in support of stock data in affidavit. (a) The same criteria should be observed in obtaining information to be furnished for stockholders named (direct ownership of required percentage of shares of stock of each class or series) in the Affidavit as those observed for the primary corporation. If, on the other hand, the “fair inference rule” is applied with respect to stock ownership (see Collier Advertising Service, Inc. Hudson River Day Line (b) When applying the fair inference rule (where there are more than 30 stockholders, except where one or more of such number actually owns the controlling or 75 percent interest) in order to prove U.S. citizen ownership in the required percentages: (1) For non-publicly traded corporations: (i) For foreign operation, 65 percent of the shares of stock of each class or series must be shown to be held by persons with registered addresses within the United States to prove that 51 percent or controlling interest is vested in citizens of the United States; and (ii) For coastwise operation, 95 percent of the shares of stock of each class or series must be shown to be held by persons having registered addresses within the United States to prove that 75 percent of the interest in the corporation is vested in citizens of the United States; and (2) For publicly traded corporations: (i) At least 95 percent of the stock (each class) of the corporation be held directly or beneficially by Persons having a U.S. address in order to infer at least 75 percent ownership by U.S. Citizens; or (ii) At least 65 percent of the stock (each class) of the corporation be held directly or beneficially by Persons having a U.S. address in order to infer at least 51 percent ownership by U.S. Citizens; and (3) For determining the requisite percentage of stockholders with U.S. addresses, the corporation may rely on the methods outlined in paragraph (d) of this section; and (c) If the primary corporation is consecutively owned by several “parent” corporations (holders of 100 percent of the stock of each or all classes or series of stock issued and outstanding), the facts should be given in proper sequence either by chart or in narrative form, revealing the facts of stock ownership. The information with respect to the ultimate parent should include data relative to the basis upon which controlling or 75 percent (depending upon whether the primary corporation operates in the domestic or foreign commerce) is established, together with the names of the owners of record or beneficial owners of 5 percent or more of each class or series of stock, if more than one class or series, and a statement that such owners are citizens of the United States. In any case where different classes or series of stock exist, each class or series will be treated depending upon whether “closely held” or “publicly held,” individually in applying the fair inference rule, if applicable, or giving the relevant information with respect to United States citizens owning of record 51 percent or 75 percent of the interest. (d) If the corporation is publicly traded, the corporation may employ the following methods to measure, monitor, determine, and affirm the required percentage U.S. citizen share ownership for the primary corporation: (1) Use of the Depository Trust Company segregated account (or “SEG-100”) system; (2) Monitoring SEC filings for 5 percent holders (Schedules 13D, 13G, Form 13F) and follow-up requests for information from filers; (3) Use of protective provisions in organizational documents in order to guard against and rectify the possibility of what are referred to as excess shares; (4) Communications with Non-Objecting Beneficial Owners (or “NOBOs”); (5) Geographic surveys or statistical analyses of shareholder residences; (6) Use of dual stock certificates; and (7) Alternative methods upon written MARAD approval. § 355.4 Changes in citizenship data. (a) It is incumbent upon the party filing an affidavit under this part to apprise MARAD promptly in writing relative to changes in data last furnished with respect to officers, directors, and stockholders holding 5 percent or more of the issued and outstanding stock of each class or series, together with statements concerning the citizenship status thereof. (b) If the information contained in a party's most recent affidavit of citizenship filing has not changed materially, as an alternative to submitting an annual affidavit of citizenship under this part, a party may file a certification with MARAD. The certification should be substantially in the following format: “I, , [Title] of [Name of Corporation] (“Corporation”), being duly authorized by the Corporation, certify to you that there have been no changes to the ownership information contained in the Affidavit of Citizenship filed with the Maritime Administration on [DATE].” § 355.5 Additional material. If additional material is determined to be essential to clarify or support the evidence of U.S. citizenship, such material must be furnished by the primary corporation upon request by MARAD.