FCC Poised to Overhaul International Section 214 Rules

Draft Order Would Reduce Reportable Ownership Threshold to 5%, and Impose New Security Certification and Ongoing Reporting Requirements

Late last week, the Federal Communications Commission (“FCC”) released a circulation draft of a Report and Order and Further Notice of Proposed Rulemaking (“Draft Order” and “FNPRM,” respectively) that, if adopted as expected, would substantially overhaul the regulatory framework for international Section 214 authorizations (i.e., authority to provide telecommunications services between the U.S. and foreign points). The item, which is scheduled for a vote at the FCC’s October 29 Open Commission Meeting, would finalize many of the proposals the FCC advanced in 2023 (our coverage here). It would impose new disclosure and certification requirements on applicants, new routine conditions on all authorization holders, a mandatory one-time information collection, and an ongoing obligation to report material changes.

The consequences of the proposed action would extend beyond international 214 licensees to the investors that hold interests in them.

The proposed rule changes would be significant, but one of the most consequential changes would be a lower ownership disclosure threshold: applications for international Section 214 authority, and for the modification, assignment, or transfer of control of such authority, would need to identify holders of 5% or more of the applicant’s equity and/or voting interests, down from 10% today. Combined with the other new application requirements, this would add meaningful diligence and preparation time to transaction filings.

Authorization holders also would need to notify the FCC within 30 days of any material change to information or certifications previously submitted, such as a new 5% interest holder, a new cross border facility, or a new service or market. Today, changes to non-controlling interest holders do not need to be reported until a change in control is poised to occur. Coupled with the one-time collection, this means carriers and their owners will need to begin putting systems in place now to track ownership and network changes on a continuing basis.

The Draft Order and FNPRM continue a broader FCC effort to address foreign adversary risks across the communications sector—in particular, through a preference for broadly applicable rules and baseline presumptions rather than Team Telecom’s case-by-case reviews. It follows the FCC’s August 2025 and June 2026 submarine cable orders, which adopted similar presumptions, Covered List certifications, and cybersecurity requirements for cable landing licensees, and its January 2026 order establishing foreign adversary control attestation and disclosure rules for a broad range of FCC authorizations. Many of these new rules and presumptions, including in the Draft Order and FNPRM, have grown out of and been drawn from the mitigation measures commonly imposed by Team Telecom through its case-by-case reviews, which have historically served as the default mechanism for addressing these national security risks. The FCC’s efforts are part of a broader trend in U.S. national security to establish standalone rules and authorities—like the Department of Justice’s Data Security Program, the Department of Commerce’s ICTS Program, the FCC’s category-based approach to the Covered List, and the Department of Energy’s forthcoming bulk-power regulations—to address recurring risks addressed by Team Telecom and the Committee on Foreign Investment in the United States (“CFIUS”) based on concerns about the limits of their case-by-case reviews. These new rules and presumptions also generally reflect the Administration’s broader efforts under the America First Investment Policy to implement more risk-differentiated approaches to national security reviews. Like CFIUS, the FCC has sought to streamline case-by-case reviews and licensing for lower-risk transactions involving companies and investors from allied and trusted countries, while more closely scrutinizing and subjecting to Team Telecom review those that raise heightened national security and geopolitical concerns. Carriers serving the U.S. market, and financial and strategic investors in the sector, should expect the new requirements to shape transaction diligence and deal timing.

Key elements of the Draft Order and FNPRM are summarized below.

• 5% Ownership Reporting Threshold. International Section 214 applicants would need to identify the name, address, citizenship, and principal business of each individual or entity that directly or indirectly holds an attributable 5% or more of the applicant’s equity and/or voting interests (or a controlling interest), along with each holder’s percentage interest. The threshold would apply to applications for new authority, as well as for assignments and transfers of control, including for pro forma (i.e., non-substantial) transactions. A tailored exception would relieve applicants from identifying interests of 5% to less than 10% held through a U.S. publicly traded company, or if the applicant itself is a U.S. publicly traded company, unless that company has actual knowledge of the holder. A public company would be treated as having such knowledge based on, among other sources, its share register, Schedule 13D and 13G filings, Form 13F data, and beneficial ownership disclosures in its periodic reports. However, the lowering of the ownership threshold would not change the FCC’s standard for which applications would be subject to automatic referral to the Executive Agencies known as “Team Telecom” for national security review. Although the FCC would have the discretion to refer any application, automatic referral would still hinge on whether an applicant has a 10% or greater foreign owner.
• Services and Geographic Markets. Today, applicants generally need only indicate whether they seek facilities-based authority, resale authority, or authority for services outside those categories. Under the Draft Order, applicants for new authority, modification, assignment, or transfer of control also would need to provide:
  1. A description of the specific services provided, or to be provided, under the authorization;
  2. The types of customers served or to be served;
  3. Whether services are provided over facilities in which the applicant holds an ownership, IRU, or leasehold interest, or through resale; and
  4. Where the applicant markets, offers, or provides – or expects to market, offer, or provide – services under the authorization (e.g., by U.S. state or territory, U.S.-international route, or globally). Information on planned future services, customers, and markets would be presumptively confidential; information on current offerings would not.
• Third-Party Service Providers Tied to Foreign Adversaries. International Section 214 applicants would need to state whether they use, or will use, third-party managed network service providers that are (1) owned by, controlled by, or subject to the jurisdiction or direction of a foreign adversary; (2) identified as a specific entity on the FCC’s Covered List, a list of prohibited equipment and services deemed to present unacceptable national security concerns; or (3) able to access the carrier’s network, systems, communications, or records from a foreign adversary country (identifying that country). A “third-party service provider” is a third party with access to telecommunications networks, systems, or records to provide managed services (defined as a complete, end-to-end communications solution) supporting domestic and international telecommunications services, functions, or operations. Under the new rules, the FCC generally would refer to Team Telecom any application disclosing such a provider.
• Cross Border Terrestrial Facilities. The Draft Order would require detailed information on “cross border facilities,” meaning facilities used to provide communications service across the U.S.-Mexico or U.S.-Canada border over land, up to and including data centers, Points of Presence, private interconnection points with ingress/egress switches or routers, and terrestrial fiber cables. Applicants for facilities-based authority (and for modification, assignment, or transfer of control of such authority) would need to provide, for each such facility used to provide common carrier or non-common carrier services:
  1. Location (street address, geographic coordinates, FIPS codes, and CLLI codes);
  2. Owner name, principal place of business, EIN (if available), website, email, telephone number, and place of organization;
  3. All IP prefixes and autonomous system numbers acquired from a Regional Internet Registry (such as ARIN);
  4. Whether the facility is located in a data center and whether the U.S. peering facility is public or private;
  5. All principal equipment (by manufacturer, make, and model), the types of traffic-forwarding devices used (including firewalls and deep packet inspection tools), and whether any such equipment is produced or provided by a foreign adversary-controlled entity or a Covered List entity;
  6. Whether the facility supports services requiring international Section 214 authority, other services, or both, and the services provided through it;
  7. For facilities used solely for non-common carrier services, an explanation of what distinguishes the facility from a common carrier facility; and
  8. Whether any person owned by, controlled by, or subject to the jurisdiction or direction of a foreign adversary, or who is located in a foreign adversary country, has physical or remote access to the facility.

  Resale-only applicants would face a narrower requirement: they would need to identify their wholesale and intermediary providers (and the services obtained from each), the underlying mobile network operator for any MVNO service, and whether they maintain call detail records. Although the FCC could refer any application reporting cross border facilities to Team Telecom, the Draft Order states that referral generally would not be expected unless the facilities contain equipment or devices produced by a foreign adversary-controlled or Covered List entity, or an individual affiliated with a foreign adversary has physical or remote access to them.

• New Certifications and Routine Conditions. Applications for new authority, modification, assignment, or transfer of control would need to include the following certifications, several of which also would become routine conditions on existing authorizations. These certification requirements would be similar to the certification requirements the FCC recently adopted for submarine cable landing licensees based on similar mitigation measures that have been imposed by Team Telecom:
  • Cybersecurity Program. Applicants and authorization holders would have to certify that they adhere to baseline cybersecurity practices protecting facilities and systems that could affect their international services. Rather than mandating a particular standard, the Draft Order would presume compliance where a program is structured around an established risk management framework (such as the NIST Cybersecurity Framework) and incorporates recognized best practices (such as CISA’s Cross-Sector Cybersecurity Performance Goals). Existing holders would need to implement a compliant program within one year of the effective date of the new rules and certify, within 30 days of the effective date, that they will do so. New applicants would need a program in place when they commence service and would certify within 30 days thereafter.
  • Covered List. Applicants would need to certify that they will not use or add equipment or services provided by companies identified on the FCC’s Covered List. Existing authorization holders would need to disclose whether they use, and certify that they will not add, covered equipment or services. Importantly, these certifications, which would become a prohibition for applicants that receive international Section 214 authority after the effective date of the new rules, would be limited to Covered List entries based on producer/provider-based determinations (e.g., Huawei and ZTE). They would not extend to the broader, category-based additions the FCC has made since December 2025, which cover classes of foreign-produced equipment regardless of manufacturer, a distinction that could become significant if more equipment categories are added to the Covered List. For example, the FCC is expected to add foreign-produced optical transceivers to the Covered List in the near future. Unless produced by a Covered List entity – and assuming the FCC does not make further changes to the scope of the Covered List certification – these devices would not fall within the scope of the new certification requirement, or the prohibition that would apply after the effective date.
  • Character Qualifications. Applicants would need to certify whether they have materially violated the Communications Act (where the violation was not remediated through a consent decree or compliance plan, resulted in the loss of an FCC authorization, or was found to be intentional); committed national security-related violations of the Act or FCC rules, including Covered List rules; made materially false statements or engaged in fraudulent conduct concerning national security or the Act; been subject to an adjudicated finding of such conduct before another U.S. government agency; or materially failed to comply with the terms of an international Section 214 authorization, including a mitigation agreement with Team Telecom.
• New One-Time Information Collection. Typically, the disclosure and certification requirements discussed above would only trigger upon the filing of a new application involving an international Section 214 holder (e.g., a transfer of control application). However, the Draft Order would adopt a further one-time information collection and, together with the ongoing certification requirements described above, would use it in lieu of a renewal process for or formalized periodic review of international Section 214 authorizations.  The one-time collection would require all holders to provide the following information and certifications to the FCC, among others:
  • Holders of 5% or greater equity and/or voting interests (subject to the public company exception);
  • Cross border facilities information;
  • Current and expected services and geographic markets;
  • Whether the holder uses or will use the foreign adversary-linked third-party service providers described above;
  • The cybersecurity program certification described above;
  • Disclosure of any current use of covered equipment or services and a certification that none will be added as described above;
  • The character qualifications certification described above; and
  • Identification of all international Section 214 authorizations held and, for holders of more than one, an explanation of why each is needed.

  The filing deadline for the new information collection would be announced after adoption of the Draft Order and its publication in the Federal Register. Holders that surrender all authorizations before the deadline need not respond, and the Draft Order strongly encourages surrender of unneeded or duplicative authorizations. Accordingly, international Section 214 holders and their owners should take this opportunity to determine whether the holders actually need their current authorizations to offer the services they currently provide.

• Ongoing Reporting of Material Changes. All holders would need to notify the FCC within 30 days of a material change to information or certifications previously submitted in an application, the one-time collection, or a prior notification. Examples include changes to cross border facilities information, a new 5% interest holder known in the ordinary course of business, new services or markets, changes in use of covered third-party service providers, and changes to the cybersecurity, Covered List, or character certifications. The Draft Order indicates that the FCC’s Office of International Affairs, which has responsibility over international Section 214 authorizations, would provide further guidance on materiality.
• Further Notice of Proposed Rulemaking. The FNPRM includes additional proposed rules that would further intensify FCC regulation of international Section 214 holders. The FNPRM proposes, among other things:
  • A presumption against granting applications filed by foreign adversary-controlled entities, Covered List entities, and entities whose FCC authorizations were denied or revoked on national security grounds, with additional presumptions targeting foreign adversary financing, strategic partnerships, or mergers, and senior officials tied to foreign adversaries;
  • Prohibitions on new or extended IRU, capacity lease, dark fiber, spectrum, or similar arrangements that give such entities control over a holder’s network, a requirement to bar downstream customers from such arrangements, and annual reporting of these arrangements;
  • Prohibitions on using equipment or services produced or provided by foreign adversary-controlled or Covered List entities, on using foreign adversary-linked third-party service providers, and on access to principal equipment, sensitive U.S. records, or domestic communications by individuals tied to or located in foreign adversary countries;
  • Disclosure of the location of all U.S. and foreign facilities used to provide service, and prior approval to serve foreign adversary countries; and
  • Cybersecurity and physical security risk management plans signed by a senior officer, and potential incident reporting obligations.

This summary is not exhaustive. The item remains a draft and may change before the October 29 vote, and once adopted, the new rules would take effect only after Federal Register publication. However, given the breadth of the new obligations, international Section 214 holders and their investors should begin assessing their ownership records, cross border facilities, vendor relationships, and cybersecurity programs now.

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If you have any questions concerning the material discussed in this client alert, please contact the members of our Technology & Communications Regulation and National Security practices.