CFIUS FILING GUIDE

Committee on Foreign Investment in the United States

U.S. Department of the Treasury

PART 1: OVERVIEW OF CFIUS

A. What is CFIUS?

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 the effect of such transactions on national security.

B. CFIUS Member Agencies

• Department of the Treasury (Chair)
• Department of Justice
• Department of Homeland Security
• Department of Commerce
• Department of Defense
• Department of State
• Department of Energy
• Office of the U.S. Trade Representative
• Office of Science and Technology Policy

C. Types of Covered Transactions

☐ Covered Control Transaction: Any transaction that could result in control of a U.S. business by a foreign person

☐ Covered Investment: A non-controlling investment by a foreign person in a TID U.S. business (Technology, Infrastructure, Data)

☐ Covered Real Estate Transaction: Purchase, lease, or concession by a foreign person of real estate in proximity to sensitive U.S. government facilities

PART 2: DETERMINING FILING REQUIREMENTS

A. Covered Transaction Analysis Checklist

Step 1: Is there a "foreign person" involved?

☐ Yes ☐ No

A "foreign person" includes:
- Foreign nationals
- Foreign governments
- Foreign entities (organized under foreign law)
- Entities over which any of the above exercises control

Step 2: Does the transaction involve a "U.S. business"?

☐ Yes ☐ No

A "U.S. business" means any entity engaged in interstate commerce in the United States.

Step 3: Will the foreign person obtain "control"?

☐ Yes ☐ No

"Control" means the power to determine, direct, or decide important matters affecting an entity, including through:
- Board representation
- Equity ownership
- Contractual arrangements
- Other means

Step 4: If non-controlling investment, does it involve a TID U.S. Business?

☐ Critical Technologies
☐ Critical Infrastructure
☐ Sensitive Personal Data

Step 5: Does the investment afford the foreign person:

☐ Access to material nonpublic technical information
☐ Membership or observer rights on the board
☐ Involvement in substantive decision-making

B. Mandatory Filing Requirements

Mandatory Declaration Required When:

☐ Transaction involves foreign government with substantial interest (25%+ voting interest in foreign investor) AND results in control of TID U.S. business

☐ Transaction involves critical technology and U.S. regulatory authorization would be required for export/reexport/transfer to the foreign person

Filing Deadline for Mandatory Declarations: 30 days before completion of transaction

C. Voluntary Filing Considerations

Factors Favoring Voluntary Filing:

☐ Transaction involves sensitive industry (defense, critical infrastructure, technology)
☐ Foreign investor has government ties or connections to countries of concern
☐ Transaction may attract regulatory or political scrutiny
☐ Parties desire certainty and safe harbor protection
☐ Transaction involves personal data of U.S. citizens
☐ U.S. business has government contracts or security clearances

PART 3: DECLARATION SUBMISSION (SHORT-FORM)

Declaration Checklist (Per 31 CFR 800.403-404)

A. Transaction Parties Information

☐ Name, address, principal business of U.S. business
☐ Name, address, principal business of foreign person
☐ Name of ultimate parent entity
☐ Organizational chart showing ownership structure

B. Foreign Person Information

☐ Place of incorporation
☐ Principal place of business
☐ Ownership percentages and voting rights
☐ Foreign government ownership or control (direct or indirect)

C. Transaction Information

☐ Structure of the transaction
☐ Value of the transaction
☐ Closing date (actual or anticipated)
☐ Purpose of the transaction
☐ Percentage interest acquired

D. U.S. Business Information

☐ Principal business activities
☐ Products and services
☐ Revenue and employees
☐ Government contracts (if any)
☐ Facilities security clearances
☐ Critical technology, infrastructure, or data involvement

E. National Security Considerations

☐ Potential national security concerns
☐ Proposed mitigation measures

Declaration Format Requirements

Length: Maximum 5 pages (excluding attachments)

Submission Method: Case Management System (CMS) Portal
https://home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-the-united-states-cfius

Response Timeline: 30 calendar days

Possible CFIUS Responses to Declaration:

☐ Clearance - No unresolved national security concerns
☐ Request for full notice
☐ Notification that CFIUS cannot conclude action based on declaration
☐ Initiation of unilateral review

PART 4: VOLUNTARY NOTICE (FULL FILING)

A. Pre-Filing Consultation

Recommended: Contact CFIUS Staff Division at least 5 business days before filing

Purpose of Pre-Filing Consultation:
☐ Discuss scope and structure of transaction
☐ Identify potential national security concerns
☐ Clarify information requirements
☐ Discuss timing considerations

Contact: CFIUS Staff
U.S. Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, DC 20220

B. Voluntary Notice Content Requirements (Per 31 CFR 800.502)

Section 1: Transaction Parties

☐ Full legal name of acquiring foreign person
☐ Address of principal place of business
☐ Telephone, email, website
☐ Place of incorporation
☐ Ultimate beneficial owner(s)
☐ Ownership structure (chart)
☐ Officers, directors, and key personnel
☐ Government ownership or control

☐ Full legal name of U.S. business being acquired
☐ Address of principal place of business
☐ Principal business activities
☐ Products and services
☐ Revenue and employees
☐ Ownership structure

Section 2: Transaction Terms

☐ Type of transaction (merger, acquisition, investment, etc.)
☐ Value and structure of transaction
☐ Percentage interest being acquired
☐ Financing arrangements
☐ Sources of funds
☐ Expected closing date
☐ Material conditions to closing

Section 3: Post-Transaction Governance

☐ Board composition
☐ Voting rights
☐ Veto rights or protective provisions
☐ Operational control provisions
☐ Management agreements
☐ Information access rights

Section 4: Foreign Person Background

☐ Business history
☐ Principal activities worldwide
☐ Foreign government relationships
☐ Financial statements (3 years)
☐ Litigation history
☐ Regulatory history
☐ Prior CFIUS filings

Section 5: U.S. Business Details

☐ Detailed description of products/services
☐ Customer information (to extent permitted)
☐ Supplier information
☐ Facilities and locations
☐ Technology and intellectual property
☐ Research and development activities

Section 6: National Security Considerations

☐ Government contracts (prime or sub)
☐ Classified contracts
☐ Facility security clearances
☐ Export controlled technology
☐ Critical infrastructure involvement
☐ Sensitive personal data
☐ Proximity to sensitive U.S. government sites
☐ Products with military applications

Section 7: Certifications

☐ Accuracy certification by authorized officer
☐ Completeness certification
☐ Knowledge and belief statement

C. Required Attachments

☐ Transaction documents (purchase agreement, investment agreement)
☐ Organizational charts (both parties)
☐ Articles of incorporation/organization
☐ Board composition information
☐ Financial statements
☐ Product/service descriptions
☐ Government contract summaries
☐ Export licenses
☐ Press releases about transaction
☐ SEC filings (if applicable)

PART 5: CFIUS REVIEW PROCESS

A. Timeline

B. Possible Outcomes

☐ Clearance: CFIUS concludes there are no unresolved national security concerns

☐ Mitigation Agreement: Parties agree to conditions that resolve national security concerns

☐ Withdrawal: Parties withdraw notice (may refile)

☐ Presidential Referral: Matter referred to President for decision

☐ Presidential Action: President blocks or unwinds transaction

PART 6: MITIGATION MEASURES

A. Common Mitigation Provisions

Governance Measures:
☐ Board composition requirements
☐ U.S. citizen board members
☐ Security committees
☐ Proxy boards for voting shares

Operational Measures:
☐ Security policies and procedures
☐ Physical security requirements
☐ Cybersecurity measures
☐ Personnel security (background checks)

Access Restrictions:
☐ Information barriers
☐ Technology access limitations
☐ Facility access restrictions
☐ Network segregation

Reporting Requirements:
☐ Annual compliance reports
☐ Incident reporting
☐ Audit rights

Divestiture:
☐ Sale of certain business lines
☐ Technology transfer restrictions
☐ Data disposition

B. Sample Mitigation Agreement Outline

1. Definitions
2. Governance Requirements
3. Security Requirements
4. Information Protection
5. Reporting Obligations
6. Compliance Monitoring
7. Audit and Inspection Rights
8. Remediation Procedures
9. Term and Termination
10. Enforcement

PART 7: CERTIFICATION TEMPLATE

Transaction Party Certification

I, [NAME], [TITLE] of [COMPANY NAME], certify that:

☐ I have read this notice/declaration and have been authorized to sign on behalf of [PARTY NAME].

☐ The notice/declaration fully discloses all information required by 31 CFR Part 800.

☐ All information provided is complete and accurate to the best of my knowledge and belief.

☐ I will promptly notify CFIUS of any material changes in the information provided.

☐ I understand that providing false or misleading information may subject [PARTY NAME] to civil and criminal penalties.

Signature: ________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

PART 8: SUBMISSION INSTRUCTIONS

A. Electronic Filing (Required)

Portal: CFIUS Case Management System (CMS)
https://home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-the-united-states-cfius

Account Required: Parties must create CMS account

Format Requirements:
- PDF format for documents
- OCR-searchable PDFs preferred
- File size limits apply

B. Fees

Declaration Filing Fee: None

Notice Filing Fee: Effective for filings made on or after May 1, 2020

PART 9: KNOWN INVESTOR PROGRAM (NEW 2025)

Overview

CFIUS is developing a Known Investor Program (KIP) to facilitate greater investment from allies and partners.

Purpose: Collect information from eligible foreign investors in advance of filing to increase process efficiency.

Eligibility: Investors from allied and partner countries (specific criteria pending)

Status: Pilot program underway as of 2025

Benefits:
- Expedited review process
- Reduced information requirements for qualified investors
- Enhanced predictability

SOURCES AND REFERENCES

• Treasury CFIUS Website: https://home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-the-united-states-cfius
• 31 CFR Part 800: https://www.ecfr.gov/current/title-31/subtitle-B/chapter-VIII/part-800
• FIRRMA: Public Law 115-232
• CFIUS FAQs: https://home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-the-united-states-cfius/cfius-frequently-asked-questions
• Filing Instructions: https://home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-the-united-states-cfius/voluntary-notice-filing-instructions-part-800

PENALTIES

Civil Penalties: Up to the value of the transaction for violations

Criminal Penalties: May apply for willful violations

Non-Compliance: CFIUS may unwind completed transactions

LEGAL NOTICES

Safe Harbor: Completing the CFIUS review process provides a safe harbor from future CFIUS action on the same transaction.

Retroactive Review: CFIUS may review non-notified transactions at any time.

No Statute of Limitations: There is no time limit on CFIUS authority to review transactions.

This guide is provided for educational and informational purposes only. CFIUS filings involve complex national security considerations and require specialized legal counsel familiar with the CFIUS process.