Parties to a transaction that choose to file notice of the transaction with CFIUS must do so in accordance with the procedures stated in the regulations at § 800.401. The notice must include the information required in the regulations at § 800.402.
This Web site outlines the basic requirements for voluntary notices and other information that may be useful to parties, but does not create any rights for, or confer any rights on, any person, nor operate to bind the U.S. Government. Parties must consult the regulations to ensure that the notice meets all legal requirements for acceptance. Parties may also contact the Staff Chairperson with questions.
1. Pre-Notice Consultations and Draft Notices
CFIUS does not issue advisory opinions as to whether a transaction might raise national security concerns or be considered a covered transaction subject to review. Parties to a transaction are encouraged to consult with CFIUS in advance of filing a notice and/or to file with CFIUS a draft notice or other appropriate documents describing the transaction. Such steps both aid the Committee’s understanding of the transaction and provide an opportunity for the Committee to request additional information to be included in the actual notice. Any such pre-notice consultation should take place, or any draft notice should be provided, at least five (5) business days before the filing of a voluntary notice. All information and documentary material made available to the Committee as part of pre-notice consultations is accorded confidential treatment pursuant to § 800.702 of the regulations.
2. Filing a Notice with CFIUS
All files submitted electronically must be no larger than five megabytes (5MB) in size to facilitate handling by CFIUS. Larger files must be broken down into multiple files of 5MB or less. Please also provide a hyperlink to any documents over 5MB that are publicly available on the Internet.
Electronic notices should be sent to: CFIUS@treasury.gov
Hard copy notices are no longer required.
Any main correspondence notices should be sent to:
Committee on Foreign Investment in the United States
Office of Investment Security
U.S. Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, DC 20220
Required Contents of a Notice
The regulations, at 31 C.F.R. § 800.402, specify the required contents of a voluntary notice. See Regulations.
Encryption and File Security
CFIUS supports efforts to help protect the security of sensitive data filed with CFIUS. File encryption is a useful tool to ensure that sensitive data remains secure. CFIUS can receive encrypted electronic filings and CFIUS recommends that filers use encryption whenever filing personal identifier information and other sensitive information with CFIUS. The instructions below explain how to submit encrypted files to CFIUS. You are responsible for appropriately encrypting your files.
Individual File Encryption: (a) Encrypt the file(s) using a strong password. CFIUS recommends that passwords contain a minimum of 12 characters and a combination of uppercase, lowercase, numbers, and non-alphanumeric characters. CFIUS cannot reset or recover lost passwords. You may use the guide for step-by-step instructions on encrypting Microsoft Office and Adobe Acrobat (.pdf) files. CFIUS can receive encrypted Microsoft Office and Adobe Acrobat (.pdf) files, and may be able to receive other file format encryption as well; please contact CFIUS for more information. (b) Submit the encrypted file(s) to CFIUS@treasury.gov. (c) Provide the password to the encrypted file(s) to CFIUS either by phone or through the Zix portal (see below).
***Passwords should never be sent to CFIUS in an unencrypted email***
Accessing the Zix Portal: (a) Send an email to CFIUS@treasury.gov requesting Zix secure email access. Do not attach any documents or include any sensitive information in this email. (b) CFIUS sends a response via email which will include instructions on activating and accessing the Zix portal. You must activate the portal within 15 days. (c) Once activated, the Zix portal can be used to send encrypted documents to CFIUS. Entire encrypted filings may be submitted via the Zix portal, or filers may use the Zix portal to submit the password for individual encrypted files submitted directly to CFIUS@treasury.gov.
3. CFIUS Timetable
CFIUS staff distributes a filed notice to all CFIUS agencies only after having determined that it meets all requirements set forth at § 800.402 and, accordingly, is complete. The next business day is the first day of the review period. The review period ends no later than the 45th calendar day after it has commenced, or if the 45th day is not a business day, no later than the next business day after the 45th day. Upon accepting a notice, the Staff Chairperson will advise the parties in writing of the date that the review period started and the latest date on which the review period may end. Similarly, the Staff Chairperson or other Treasury Department official will advise the parties in writing of the outcome of the CFIUS review and, if necessary, investigation.
Parties to a transaction that file a voluntary notice with CFIUS are required in every case to provide two types of certifications: A certification at the time of filing that covers the contents of the voluntary notice (§ 800.402(l)) and a certification at the conclusion of a review or investigation covering all additional information filed subsequent to the original notice (§ 800.701(d)).
The final certification will be requested several days before the end of the review or investigation and should be submitted at least one or two days before the anticipated closing date of the review or investigation. A review or investigation cannot be closed without the certification, and failure to provide a final certification by Day 45 of the review or Day 45 of the investigation is grounds for rejection of the notice.
The requirements for the certifications, including the contents and the person(s) who may sign the certification, are set forth at § 800.202. Following are sample certifications: