There are few obstacles to selling your agency to a foreign investor: Travel Weekly

Mark Pestronk

Q: Foreign investors must be predicting or at least hoping that business travel will return to normal in the next few years, as they have been contacting my agency for a possible acquisition. Are there any rules against foreign ownership or travel agencies? Are any government approvals required? Does the foreign ownership have to be reported anywhere? What if we have a government contract or subcontract?

A: There are no laws or regulations prohibiting most foreigners from owning US travel agencies. Some government or industry consents may be needed, but these can be easily obtained in most cases.

Companies and individuals that are the subject of Treasury Department sanctions are an exception to the general rule, as they cannot invest in the US unless they obtain a license from Treasury. Those businesses and people (“Specially Designated Nationals”) are associated with governments like Russia and Iran that are themselves subject to sanctions, and you can find a searchable list at sanctionssearch.ofac.treas.gov.

A US government agency called the Committee on Foreign Investment in the United States can review foreign investment in real estate, among other things, so if a buyer or seller owns or leases US real estate, the acquisition transaction may need to be reported to that committee . However, the parties to the transaction don’t need to wait for government approval, and there is no reason to believe that a transaction involving a travel agency would be prohibited.

At the state level, California, Florida, Hawaii and Washington are the only states with seller of travel laws that require registration, and you would have to report changes of ownership, either before the acquisition or at renewal time. Here, again, while a report is required, there are no prohibitions on the acquisitions.

ARC, which accredits travel agencies to issue airline tickets, has no rule against foreign ownership per se, but ARC will not approve an acquisition if “any person involved in the day-to-day operations who has access to money from sales in which ARC traffic documents are issued is not a citizen or national of the US or an alien authorized employment in the US”

Once the acquisition takes place, the acquired travel agency must continue to file annual reports with its state’s corporation bureau, which is usually the secretary of state in that state. However, most states’ annual reports do not require disclosure of owners, as opposed to officers and directors.

Federal and state tax returns requires that the company discloses the owners of stock or equity interests, but this information is not publicly available. Further, if the owners are themselves corporations or other legal entities, the owners’ owners don’t need to be listed.

If your agency holds a government contract or subcontract, you probably need to report the change of ownership, but, in my experience, government agencies and prime contractors do not have any problems with foreign ownership, unless you will be handling very sensitive national security- related travel.

As you can see, with minor exceptions, there are no problems with acquisitions by foreign companies.

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