FAQs

The Committee on Foreign Investment in the United States (CFIUS) is an interagency committee authorized to review certain transactions involving foreign investment in the United States to determine their effect on national security. CFIUS is chaired by the Secretary of the Treasury.

CFIUS reviews "covered transactions," which include mergers, acquisitions, or takeovers that could result in foreign control of a U.S. business, as well as certain non-controlling investments in U.S. businesses involved in critical technologies, critical infrastructure, or sensitive personal data. CFIUS also reviews certain real estate transactions near military installations.

Excepted foreign states are countries that have met certain requirements related to intelligence sharing and other security arrangements. Currently, excepted foreign states include Australia, Canada, New Zealand, and the United Kingdom. Transactions involving investors from these countries may qualify for certain exceptions.

In most cases, filing is voluntary. However, certain transactions require a mandatory declaration, including transactions where a foreign government has a substantial interest in a foreign person acquiring a substantial interest in certain U.S. businesses, and certain transactions involving critical technologies.

A declaration is a short-form filing that CFIUS must respond to within 30 days. A notice is a more comprehensive filing that undergoes a longer review process (45-day initial review, with potential 45-day investigation period). Declarations have no filing fee; notices have fees based on transaction value.

All filings must be submitted through the CFIUS Case Management System (CMS), a secure online portal. Parties must register for an account before submitting declarations or notices.

Filing fees for notices range from $0 (for transactions under $500,000) to $300,000 (for transactions of $750 million or more). Declarations do not require a filing fee. See the Filing Instructions page for the complete fee schedule.

For declarations, CFIUS has 30 days to respond. For notices, the initial review period is 45 days. If CFIUS identifies national security concerns, an additional 45-day investigation period may follow. In rare cases, the President has 15 days to make a final decision.

CFIUS may negotiate a mitigation agreement to address the concerns, which could include conditions such as information security measures, board observer rights, or restrictions on certain activities. If concerns cannot be resolved, CFIUS may recommend that the President prohibit or unwind the transaction.

Parties may close a transaction without CFIUS clearance, but this carries risk. CFIUS may initiate a review of non-notified transactions and, if concerns are identified, may require mitigation measures or recommend that the President order divestment.

Civil monetary penalties for violations may be up to $250,000 per violation or the value of the transaction, whichever is greater. Violations include failure to file a mandatory declaration, material misstatements or omissions, and non-compliance with mitigation agreements.

Members of the public can submit tips about potential national security concerns related to foreign investment through the CFIUS tip submission portal. All tips are reviewed by CFIUS staff.