Do not diagnose a “foreign person” from a passport photo on a Zoom call. Green cards, fund structures with foreign limited partners, and “the CEO is American” stories are fact-specific. Ask export counsel before you grant a plant tour that includes technical data.
What sits on the calendar besides the 60-day notice?
Registration amendments. New responsible officials. A technology-control plan that matches the floor after close. EAR classification on dual-use parts that are not defense articles. Deemed-export rules for who may see drawings. Staged disclosure exists so the first room holds financials and the cage waits.
DDTC publishes the registration and notice regime (Source: PMDDTC). A CFIUS filing does not satisfy § 122.4(b). Foreign buyers and CFIUS is the parallel statute.
| Clock or artifact | Usual rule | What it does not do |
|---|---|---|
| ITAR § 122.4(b) | 60-day advance notice if a foreign person will own or control a registrant | Satisfy CFIUS |
| Registration amendment | Domestic or foreign buyer; new officers and ownership chart | Make technical data uncontrolled |
| EAR / CCL review | Dual-use items that are not defense articles | Replace ITAR if the part is a defense article |
| Deemed export | Access by foreign persons to controlled technical data | Get solved by an NDA alone |
| Technology-control plan | Who may walk the cell and see drawings | Replace a required notice |
Aerospace and defense suppliers are the obvious files. They are not the only files. A machine shop making a defense article, a coatings plant with a military spec, or a harness house with controlled drawings can be registered — or should have been.
Does deal structure wash ITAR off the parts?
No. Asset sale versus stock sale allocates the legal entity and the registration differently. An asset buyer may need to register in its own name and may need licenses that named the seller. A stock buyer steps into the registrant and still must amend. Structure is counsel’s instrument. It is not a magic eraser for controlled data.
Census CBP 2023 counted 284,452 plants (Source: Census CBP). Most are not ITAR shops. The ones that are cannot hide the registration in a footnote and hope diligence is polite.
How does a 223-day median close collide with a 60-day notice?
BizBuySell’s 2025 manufacturing median close ran 223 days (Source: BizBuySell). The DDTC clock is shorter and starts when the facts are known, not when you hoped. Do not grant exclusivity to a foreign-person buyer and then discover the notice tomorrow.
SBA 7(a) still sits in a $5 million / 10% box (Source: SBA). A 7(a) buyer who cannot be in the cage is a different underwrite than a domestic operator with a clearance path.
The FAQ index keeps ITAR and CFIUS on separate questions so one noun does not swallow the other.
What belongs in the first room versus the cage?
Financials, a process narrative, and a nameless concentration file can sit in the first room. Drawings, customer-specified processes, and a walk through the controlled cell wait for a tighter circle and, when required, a technology-control plan that screens who enters. An NDA alone does not solve a deemed export.
If a bidder is a foreign person or a fund with foreign limited partners, stop the tour until export counsel has spoken. “The CEO is American” is not a classification. Neither is a Zoom passport photo.
Asset buyers who need their own registration should hear that before they grant a 45-day exclusive. Stock buyers who think they can skip amendments should hear the opposite. Structure allocates the paper. It does not make the parts uncontrolled.
A harness house or a coatings plant that “does a little military work” is not automatically outside the regime. Ask whether a registration exists. Ask whether it should. Hiding a registration in a footnote is how diligence ends.
What should you bring if ITAR is already in the file?
The registration status. The empowered official’s name. Whether technical data will be in the first room. Whether any bidder is a foreign person or a fund with foreign LPs. Whether the sale is assets or stock. Counsel’s name if you already have one.
ITAR is a clock and a cage, not a logo change. If the file has a registration, put export counsel on the calendar before the first foreign-person tour. If the file might have a registration, ask that question before the teaser names a defense customer. Diligence that discovers the cage in week eight is how a 223-day median becomes a restart. The owner essay holds the table. This FAQ holds the clock.
Jason Taken is a business broker. He will not classify a part or file a DDTC notice. Ask export counsel before anyone walks the cage. A tour that includes technical data is not a casual diligence stop on a registered file.
Educational information only. Confirm with export counsel. After the owner URL, use the intro call if you want the process staged around the clock rather than surprised by it.