If you make changes in the ownership of an entity that is regulated by the Federal Communications Commission (FCC), you may need the Commission's prior approval. Such changes would include changes in control of the entity (both changes in equity or the granting of certain rights, such as a right to appoint a majority of the directors), or a merger of the entity into another company. Likewise, if you want to sell certain assets of an entity that is subject to FCC jurisdiction, or if you plan to assign a license or an authorization that is granted by the FCC, you likely need prior Commission approval. There are some exceptions to these general principles, such as changes of control of a licensee where ultimate control still resides with the same persons or entities. But even in these circumstances, detailed notice to the FCC after such pro forma changes take place is often still required.

Obtaining FCC approval for changes of control of a licensee, or assignments or transfers of authorizations or licenses involves filing an application with the FCC and paying a predetermined FCC filing fee. The application process, including its associated review time, and the applicable filing fees vary according to the type of license involved. For example, in the case of domestic Section 214 authorizations, the process has been streamlined and could take as little as 30 days. Wireless licenses could take a little less, and international licenses could take as little as 14 days. Since prior FCC approval is often required before a sale or merger transaction can be closed, preparing, filing and prosecuting the appropriate application is a critical step in the acquisition process. Failure to obtain prior FCC approval, when it is required, could result in fines or forfeitures - including an FCC requirement to unwind the transaction.

If I have multiple licenses, can I file one application? Can I pay only one FCC filing fee?

In general, although most licenses of the same type can be included on the same transfer application, licenses of different types must be filed with their respective Bureaus. In some cases, the FCC will consolidate the applications and coordinate their review. But a separate filing fee must accompany each application. For example, if an entity has CMRS licenses, domestic private lines and provides international services under an International 214 license, applications would need to be filed with the Wireless Telecommunications Bureau, the Wireline Competition Bureau and the International Bureau -- although the domestic and international 214 transfers could be bundled in one application that is filed with both bureaus. The FCC would expect to receive a filing fee of $965 for the domestic 214 license transfer, another $965 for the international 214 license transfer, and $55 for each CMRS license to be transferred.

How long does it take to get Commission approval?

The processing period varies according to the license type. Some transfers are streamlined and if you qualify for the streamlined processing, Commission approval is granted automatically after a certain number of days - after which you can close your transaction. If you don't qualify for streamlined processing (such as in the case of large mergers in the public eye), the Commission will establish a timeline (usually over 180 days or less) pursuant to which it conducts its review, but to which it is not bound.

How much does it cost to obtain the FCC approval?

The filing fees vary by the type of service. See the Commission's fee schedule here to identify the applicable FCC filing fee. Our llegal fees are often flat rated. Contact us for more information.

Do I need approval from the states as well as from the FCC?

If you have an authorization from a state, you will likely need prior approval from the state before changing control of the licensed entity or assigning the license. The actual requirements, however, vary considerably from state to state. We can assist you with state filings as well. Click here for more information.