Required Documentation

All documents should be submitted through e-FCL.

A. General Documents:

  1. Certificate Pertaining to Foreign Interest (SF-328): A company being sponsored for an FCL is required to submit a consolidated SF-328 which includes information for all the lower-tier cleared entities within the corporate family (NISPOM -2-302). In cases, the in-process company has uncleared U.S. parent companies, the highest-tier uncleared U.S. Parent must submit the consolidated SF-328 for all U.S. tiers above the cleared entity. The SF-328 has to be dated, signed, and certified.
  2. Key Management Personnel (KMP) listing: All entities in the ownership chain must submit the KMP listing. The KMP listing shall identify all elected and appointed positions listed in the governance documents. The KMP listing shall be certified as being accurate, current, and complete by an authorized official of the organization.
  3. Organizational Chart: An organization chart must be submitted and it shall reflect all U.S. and foreign parent companies including their affiliates. The organization chart shall identify the associations between the cleared facilities and the ultimate parents, including the percentages of ownership, FCL status, CAGE codes and other helpful information explaining the relationship among the companies in the chain of ownership.
  4. Contract Security Classification Specifications (DD Form 254): In order to help facilitate the processing of your company for a facility security clearance, it is recommended that DD Form 254s are submitted to ensure DSS is aware of the access requirements.

B. Governance Documents:
The following documents must be submitted by the company in-process for a FCL and its highest tiered U.S. parent*:

  1. Certificate of Incorporation and/or Articles of Incorporation
  2. Corporate By-Laws
  3. Most recent Board Meeting Minutes
  4. Private Corporation: Shareholder Agreement or Corporate Stock Ledger indicating stockholder name(s) and overall percentage(s) of ownership. If none of these documents are available, please submit a list of all shareholders.
  5. Public Corporation:
    • SEC Filings: 13D/13G to identify all shareholders holding 5% or more of the overall shares.
    • 10% or more of the shares are held in “street names”: Provide a list of all foreign institutional investors holding 10% or more of the voting stock (if the foreign investors are objecting beneficiaries, please provide a list of non-objecting beneficiaries).

Limited Liability Company:

  1. Articles of Organization
  2. Operating Agreement
  3. Membership List with member/manager name(s) and overall percentage(s)of capital commitment

Limited Partnership

  1. Certificate of Limited Partnership
  2. Partnership Agreement
  3. Partnership List with limited partner/general partner name(s) and overall percentage(s) of capital commitment

NOTE: For other type of business, please submit the formation and governance documents indicating their authorization to conduct business in the United States and their ownership. For missing documentation, please provide reasoning.

*These document associated with a company's highest tiered U.S. parent should be submitted through the "Miscellaneous" tab in e-FCL

C. Excluded Parents:
Depending on a company's corporate structure and its FOCI mitigation requirements, a company may also need to submit additional documentation for its intermediary U.S. parents. Companies negotiating a Special Security Agreement (SSA), Proxy Agreement (PA), or Voting Trust Agreement (VTA) are not required to process Excluded Parents. The U.S. parents of cleared companies without FOCI and companies operating under a Board Resolution or Security Control Agreement to mitigate their FOCI are required to be processed as Excluded Parents (XPs). DSS will require all the governance documents identified above for XPs. All these documents can be submitted through the "Miscellaneous" tab of e-FCL.