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U.S. Department of the Treasury

Committee on Foreign Investment in the United States

Secure Investment, Strong America

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CFIUS Process

Overview of declaration and notice review workflows, mitigation, and non-notified transaction review.

Overview

CFIUS reviews transactions in which foreign investment could result in control of a U.S. business or in certain non-controlling investments in U.S. businesses involved in critical technologies, critical infrastructure, or sensitive personal data.

Declaration Review Process

Declarations are short-form filings that CFIUS must respond to within 30 days of acceptance.

  • Submission: Parties submit declaration through the Case Management System.
  • Assessment (30 days): CFIUS reviews the declaration and assesses national security considerations.
  • Response: CFIUS responds with one of several possible outcomes.

Possible Outcomes

  • Clearance: CFIUS clears the transaction.
  • Request for Notice: CFIUS requests a full written notice.
  • Unilateral Review: CFIUS initiates a unilateral review.
  • Unable to Complete: CFIUS is unable to complete action based on the declaration.

Notice Review Process

Written notices undergo a more comprehensive review process with multiple stages.

  • Submission & Pre-Filing: Parties may engage with CFIUS staff before formal submission. Draft notices can be submitted for feedback.
  • Review Period (45 days): CFIUS conducts initial review after accepting the notice. CFIUS may clear the transaction during this period.
  • Investigation (45 days, if needed): If national security concerns are identified, CFIUS conducts an investigation. Mitigation may be negotiated.
  • Presidential Decision (15 days, if needed): If CFIUS cannot resolve concerns, the matter is referred to the President for decision.

Mitigation

When CFIUS identifies national security concerns that can be addressed through conditions or restrictions, CFIUS may negotiate a mitigation agreement with transaction parties.

Common Mitigation Measures

  • Limitations on access to certain information or technology.
  • Board observer or security officer requirements.
  • Notification and reporting requirements.
  • Third-party compliance monitoring.
  • Restrictions on certain business activities.

CFIUS monitors compliance with mitigation agreements. Non-compliance may result in enforcement actions, including civil monetary penalties.

Non-Notified Transactions

CFIUS has the authority to review transactions that were not voluntarily notified by the parties. CFIUS actively monitors transactions for potential national security concerns.

If CFIUS identifies a non-notified transaction that raises concerns, CFIUS may request that parties submit a notice or declaration, or CFIUS may initiate a unilateral review.

Parties who fail to file a mandatory declaration may be subject to civil monetary penalties.

Withdrawals and Resubmissions

Parties may withdraw a notice at any time before CFIUS concludes its review. Common reasons for withdrawal include:

  • Transaction terms have changed materially.
  • Parties need additional time to respond to CFIUS questions.
  • Parties are negotiating mitigation and need more time.
  • The underlying transaction will not proceed.

Parties may resubmit a notice after withdrawal. The review timeline begins anew upon resubmission.

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