Filings

Overview

Parties to transactions that are covered under CFIUS regulations may file a declaration or a written notice to notify CFIUS of a transaction. In certain circumstances, parties are required to file a declaration or notice.

The CFIUS Case Management System (CMS) is the secure online portal for submitting all transaction-related information. As of June 1, 2020, the CMS portal must be used to file any draft or formal written notice or declaration pursuant to 31 C.F.R. parts 800 or 802.

Declarations (Short-Form Filing)

A declaration is a short-form filing that provides basic information about a transaction and the parties. CFIUS must respond to a declaration within 30 days of acceptance.

When to File a Declaration

• Voluntary: Parties may choose to submit a declaration for any covered transaction.
• Mandatory: Certain transactions require a declaration (see Mandatory Filings below).

Timeline: CFIUS has 30 days to respond to a declaration. Possible outcomes include clearance, request for a full notice, or initiation of a unilateral review.

Voluntary Notices

A written notice provides comprehensive information about a transaction. The review period for a notice is longer than for a declaration but provides more certainty through a full review process.

Review Timeline

• Initial Review (45 days): 45-day review period after CFIUS accepts the notice.
• Investigation (if needed): Additional 45-day investigation period if national security concerns identified.
• Presidential Review (if needed): 15-day period for presidential decision if CFIUS cannot resolve concerns.

Mandatory Filings

Certain transactions require parties to submit a declaration or notice to CFIUS before closing. Mandatory filing requirements apply to:

Covered Transactions with Foreign Government Interest

A mandatory declaration is required for transactions where a foreign government has a substantial interest in the foreign person acquiring a substantial interest in certain U.S. businesses involved in critical technologies, critical infrastructure, or sensitive personal data.

Critical Technology Transactions

Mandatory declarations may be required for transactions involving U.S. businesses that produce, design, test, manufacture, fabricate, or develop critical technologies in certain industries.

Excepted Foreign States

Transactions involving investors from excepted foreign states (currently Australia, Canada, New Zealand, and the United Kingdom) may qualify for exceptions to certain mandatory filing requirements.

Real Estate Transactions

CFIUS has jurisdiction over certain real estate transactions involving foreign persons near military installations and other sensitive facilities. These transactions are covered under 31 C.F.R. Part 802.

Parties may voluntarily file a declaration or notice for covered real estate transactions. There is no mandatory filing requirement for real estate transactions.

Filing Fees

Filing fees apply to formal written notices. The fee amount is based on the value of the transaction.

Declarations do not require a filing fee.

• Filing Fees

Case Management System

The CFIUS Case Management System (CMS) is the secure online portal for all CFIUS filings. To access the system:

• Register for an account at the CMS portal.
• Complete your user profile and organization information.
• Submit draft or formal filings through the portal.
• Communicate with CFIUS staff and track case status.

Direct CMS information:

• Access Case Management System

For additional filing resources:

• Submission Instructions
• Filing Fees