CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States and certain real estate transactions by foreign persons, in order to determine the effect of such transactions on the national security of the United States.
CFIUS operates pursuant to section 721 of the Defense Production Act of 1950, as amended (section 721), and as implemented by Executive Order 11858, as amended, and the regulations at chapter VIII of title 31 of the Code of Federal Regulations.
The Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA)
FIRRMA was signed into law on August 13, 2018. FIRRMA strengthens and modernizes CFIUS to address national security concerns more effectively, including by broadening the authorities of the President and CFIUS to review and to take action to address any national security concerns arising from certain non-controlling investments and real estate transactions involving foreign persons.
On January 13, 2020, the Department of the Treasury released two final regulations to implement the changes that FIRRMA made to CFIUS’s jurisdiction and processes. The regulations, which were released in two parts, became effective on February 13, 2020.
On September 15, 2020, the Department of the Treasury released final regulations to modify the mandatory declaration provision for certain foreign investment transactions involving a U.S. business that produces, designs, manufactures, fabricates, or develops one or more critical technologies and to make other technical and definition changes, which regulations became effective on October 15, 2020.
The full language of FIRRMA and related information can be found on the CFIUS Laws and Guidance page.
Final rule modifying the definitions of excepted foreign state and excepted real estate foreign state (January 2022) and concurrent actions
On January 5, 2022, the Department of the Treasury issued a final rule in the Federal Register modifying the definitions of excepted foreign state and excepted foreign real estate in 31 CFR §§ 800.218 and 800.214, respectively, in the rules that implement certain provisions of Section 721 of the Defense Production Act of 1950, as amended. Upon effectiveness, the final rule extends by one year the effective date of one of two criteria in each definition.
In addition, the Department of the Treasury issued CFIUS’s determination that Australia and Canada have met certain requirements set forth in part 800 for excepted foreign states and part 802 for excepted real estate foreign states. Lastly, CFIUS has identified New Zealand as an eligible foreign state under parts 800 and 802, effective as of January 5, 2022.
- Final Rule Pertaining to Certain Investments in the United States by Foreign Persons and Certain Transactions by Foreign Persons Involving Real Estate in the United States (31 C.F.R. parts 800 and 802)
- Determination Regarding Excepted Foreign States
- Determination Regarding Excepted Real Estate Foreign States
- CFIUS Excepted Foreign States Webpage
- Fact Sheet
On May 20, 2020, CFIUS released a new Case Management System (CMS), which allows easy submission of all transaction-related information through a secure online portal. As of June 1, 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. Additional resources, including instructions to register for the CMS, are available on the CFIUS Case Management System page.
Please see the CFIUS Contacts page for email addresses and telephone numbers to reach Department of the Treasury staff for CFIUS-related matters.
Section 721 of the Defense Production Act of 1950, as amended, mandates confidentiality protections with respect to information filed with the Committee. It prohibits the Committee from publicly disclosing any information filed with the Committee, subject to limited exceptions. Information and documentary material filed with the Committee are also exempt from disclosure under the Freedom of Information Act, 5 U.S.C. § 552. Consistent with section 721, the Committee does not publicly confirm or deny that a transaction has been notified to CFIUS. If the parties themselves publicly disclose documentary material or information filed with CFIUS, such documentary material or information may subsequently be reflected in the public statements of the Chairperson of CFIUS.