Parties that submit a declaration regarding a covered transaction to CFIUS must do so in accordance with the procedures under 31 C.F.R. § 800.403. The declaration must include the information required under 31 C.F.R. § 800.404.
1. PRE-SUBMISSION CONSULTATIONS
CFIUS does not issue advisory opinions as to whether a transaction is a covered transaction or might raise national security concerns. CFIUS will not accept or review any draft declarations.
2. SUBMITTING A DECLARATION TO CFIUS
Please reference subpart D of 31 C.F.R. part 800 for all declarations-related guidance. The regulations, at 31 C.F.R. § 800.404, specify the required contents of a declaration. Starting on June 1, 2020, all declarations must be submitted through the Case Management System (CMS) portal. Parties may not simply defer all responses to attachments when submitting a declaration through the CMS. Treasury may reject a declaration submitted through the CMS that only references attachments. To learn more about the system, see the Case Management System page.
3. DECLARATION Timetable
Upon receipt of a declaration submitted pursuant to 31 C.F.R. § 800.403, the Staff Chairperson will promptly inspect the declaration for completeness. Upon determining that the declaration meets all requirements under 31 C.F.R. § 800.404 and, therefore, is complete, the Staff Chairperson will accept the declaration and circulate the declaration to all CFIUS agencies. Upon accepting a declaration, the Staff Chairperson will promptly notify the parties in writing of the date that the assessment period started. This assessment period ends no later than the 30th day after it has commenced, or if the 30th day is not a business day, no later than the next business day after the 30th day. The Staff Chairperson or another Treasury Department official will advise the parties in writing if CFIUS requires further information or action by the parties.
Throughout the declaration assessment period, parties must respond to requests for information within two business days of the request or within a longer time frame if the parties so request in writing and the Staff Chairperson grants that request in writing.
Each party to a transaction submitting a declaration must provide, via the Case Management System, a certification of the information contained in the declaration consistent with 31 C.F.R. § 800.204. The certification must be signed by the chief executive officer or other duly authorized designee of each party to a transaction filing a declaration.
If the Committee notifies the parties to a transaction that have submitted a declaration pursuant to 31 C.F.R. § 800.401 or 31 C.F.R. § 800.402 that the Committee intends to conclude all action under section 721 with respect to that transaction, each party that has submitted additional information subsequent to the original declaration must file a certification as described in 31 C.F.R. § 800.204 via the Case Management System.
The requirements for the certifications, including the contents and the individual(s) who may sign the certification, are set forth at 31 C.F.R. § 800.204. Sample certifications can be found below:
Declarations inquiries can be sent to CFIUS.firstname.lastname@example.org.
This web site outlines the basic requirements for declarations and other information that may be useful to parties, but does not create any rights for, nor confer any rights on, any person, nor operate to bind the U.S. Government. Parties must consult the regulations at 31 C.F.R. part 800 to ensure that the declaration meets all legal requirements for acceptance. Parties may also contact the Staff Chairperson with questions.
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.