What does ITAR § 122.4(b) actually put on the calendar?
Foreign person is a defined term. Do not diagnose it from a passport photo on a Zoom call. Green-card questions, 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.
| Clock or artifact | Usual rule of the road | What it does not do | Who owns it |
|---|---|---|---|
| ITAR § 122.4(b) | 60-day advance notice if a foreign person will own or control a registrant | Satisfy CFIUS | Export counsel / DDTC |
| Registration amendment | Domestic or foreign buyer; new officers and ownership chart | Make technical data uncontrolled | Export counsel |
| EAR classification | CCL / EAR99 determination on actual parts | Replace ITAR if the item is a defense article | Export officer |
| Deemed export | Access by foreign persons to controlled technical data | Get solved by an NDA alone | Export counsel + plant protocol |
| Technology-control plan | Who may see drawings and walk the cage | Replace a required notice | Empowered official |
Aerospace and defense suppliers are the obvious files. They are not the only files. A machine shop that makes a defense article, a coatings plant with a military spec, or a harness house with controlled drawings can be registered or should have been. Hiding a registration in a footnote is how diligence ends.
What still has to happen when the buyer is domestic?
Domestic-to-domestic deals still require registration amendments and a compliance program that the surviving company can actually run. New responsible officials, new addresses, new ownership charts, and a technology-control plan that matches the floor after close are ordinary work. Treating "the buyer is U.S." as "no DDTC work" is how a Monday production start meets a lapsed registration.
Asset sales and stock sales allocate 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. See asset sale versus stock sale. Structure is counsel's instrument. It is not a magic eraser for controlled data.
Staged disclosure exists for this reason. The first room holds financials and a process narrative. Technical data, drawings, and customer-specified processes wait for a tighter circle and, when required, a technology-control plan that screens who walks the cell.
How does EAR sit beside ITAR on the same floor?
The Export Administration Regulations and the Commerce Control List cover dual-use items that are not defense articles. A plant can have EAR-controlled electronics, materials, or software sitting next to an ITAR cell — or instead of one. Classification is not a broker opinion. It is an export officer and counsel using the actual part numbers and technical data.
Deemed exports happen inside the building. A foreign employee, a foreign visitor, or a foreign remote programmer who can see controlled technical data can create an export without a crate leaving the dock. Diligence should ask who has badge access to the controlled area and who has VPN access to the drawing vault. I-9 work is a different file; see labor pages. Access control is this file.
Deloitte and the Manufacturing Institute have estimated as many as 3.8 million manufacturing employees needed from 2024–2033, with 1.9 million potentially unfilled if the skills gap holds (Source: Deloitte/MI). Hiring pressure is not a license to skip deemed-export screening. A buyer who plans to staff the second shift with whoever walks in still needs an access plan.
How should foreign bidders and plant visits be sequenced?
If a foreign bidder is real, put CFIUS and the DDTC notice on the same calendar as the foreign-buyer process page. Keep a domestic alternative alive until counsel says the path is real. Do not give the foreign bidder a drawing package in week two because they asked nicely.
Plant visits for export-controlled shops need a script: no photography of controlled hardware, no unmarked visitors in the ITAR cage, no casual "let me show you the trick on this part." The EP doing a Phase I does not need the technical data package. The QoE accountant does not need the controlled drawing. Split the tours.
Census CBP 2023 counted 284,452 manufacturing establishments (Source: Census CBP). Most will never file a 122.4(b) notice. The ones that must cannot borrow a process designed for a cabinet shop.
What does a registered job shop file look like in week three?
A 45-person shop in the Midwest holds a DDTC registration because a slice of the book is defense articles. The rest is commercial 5-axis work. The owner wants a quiet sale. Two bidders are live: a U.S. strategic and a foreign-backed independent sponsor. The teaser said "export-controlled work is present" and stopped. After NDA, the U.S. strategic received financials, the machine list, and a redacted customer-concentration schedule. Technical data stayed out.
Export counsel then mapped three clocks. If the foreign-backed sponsor wins and is a foreign person for ITAR purposes, § 122.4(b) needs sixty days. CFIUS may also be mandatory depending on critical-technology and authorization facts; that filing does not replace the DDTC notice. The U.S. strategic still needs a registration amendment plan and a responsible-official successor. The owner cannot promise either bidder a forty-five-day close without lying.
Week three is also when someone asks to "just email the solid models." That email is the deal. Either the models are uncontrolled and can move under the NDA, or they are controlled and they wait. HedgeStone will not broker a drawing leak to save a week. The sale process is slower on purpose on these files.
If the seller's registration lapsed last year and "we were going to renew," that is not a cute add-back. It is a compliance event. Price the cure. Do not market a live registration you do not have.
How should licenses, agreements, and the empowered official transfer?
Licenses and agreements that name the seller do not automatically love the buyer. Some can be amended. Some must be re-issued. A stock sale can be kinder on paper and still require notice to DDTC and to counterparties. An asset sale can force a new registration before the buyer may lawfully perform the same work. Export counsel builds that matrix. The CIM should not promise continuous shipping on day one unless that matrix is done.
The empowered official and the responsible persons on the registration are human beings. If the seller is the only person who understands the license conditions, the transition period must include export-compliance training, not just "how we quote a job." A buyer who fires that person on Friday and ships on Monday is making an export decision, not a staffing decision.
Brokers also need a document hygiene rule. Do not put ITAR technical data in the same Dropbox as the teaser PDF. Use a controlled room, watermark, and a list of who has access. NDA and staged disclosure is the process sibling. This paragraph is the export reason that process exists.
BLS OEWS May 2025 medians — machinist $58,750, welder $53,750 (Source: BLS OEWS) — describe labor cost, not export jurisdiction. Do not let a wage conversation crowd out the registration conversation.
What should a non-registered shop still ask?
Plenty of manufacturers are not DDTC registrants and should not pretend to be. They can still have EAR-controlled items, deemed-export risk in a mixed workforce, or a customer drawing stamped with a distribution statement the estimator treats as decoration. Ask: do we receive controlled drawings. Do we have foreign persons on the floor or on the VPN. Have we ever been told we needed a license to ship this part. If any answer is messy, hire an export officer for a day before you write the CIM.
A shop that should have been registered and was not is a worse file than a registered shop with a clean amendment plan. Undisclosed registration duty is a price and an indemnity problem. Disclosed registration is a calendar problem. Calendars close. Surprises do not.
A final process note: if a bidder's first question is whether they can take photos on the tour, the answer on a registered floor is no until export counsel says yes, and even then the answer is often still no. Cameras and controlled hardware do not share a visit. Write that into the tour confirmation email so no one argues at the door.
Sellers who subcontract defense articles should also map whose registration actually covers the work. A shop that just machines what the prime sends can still be a manufacturer of a defense article. The purchase agreement should not assume the prime's compliance program covers the seller's cell after close. Ask export counsel which party must be registered for the exact work in the backlog.
Jason Taken is a business broker with HedgeStone Business Advisors. He is not an export officer and not CFIUS counsel. Confirm ITAR, EAR, and deemed-export questions with licensed export counsel. Educational information only. Data current as of September 2026.