Parties to a transaction that choose to file notice of the transaction with CFIUS must do so in accordance with the procedures under 31 C.F.R. § 800.501. The notice must include the information required under 31 C.F.R. § 800.502.
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. The notice must include the information required under 31 C.F.R. § 800.502.
These 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 formal notice. Upon receiving the formal notice, the Staff Chairperson will promptly determine whether the notice satisfies the requirements for completeness under the regulations. If the notice is complete, the Staff Chairperson will circulate the notice to all CFIUS members. A review period of up to 45 days begins on the next business day.
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 submitted or filed with the Committee as part of pre-notice consultations is accorded confidential treatment under 31 C.F.R. § 800.802.
2. Filing a Notice
Starting on June 1, 2020, all notices, including draft notices, must be filed via the Case Management System online portal. Parties may not simply defer most or all responses to attachments when filing a notice through the Case Management System. Treasury may request the refiling of a notice that only references attachments.
To learn more about the system, see the CFIUS Case Management System page.
For help filing a notice under the CFIUS regulations in effect prior to February 13, 2020, please contact cfius.cms@treasury.gov.
Required Contents of a Notice
The regulations, at 31 C.F.R. § 800.502, specify the required contents of a voluntary notice. The regulations can be viewed on the CFIUS Laws and Guidance page.
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. Note that information submitted to CFIUS through the Case Management System portal is automatically encrypted.
Individual File Encryption: 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. Submit encrypted file(s) through the Case Management System portal
3. Notice Timetable
See the CFIUS Overview page for a detailed description of the notice timetable.
4. Certifications
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 (31 C.F.R. § 800.502(l)) and a certification at the conclusion of a review or investigation that covers all additional information filed subsequent to the original notice (31 C.F.R. § 800.502(m)).
The final certification will be requested several days before the end of the review or investigation and should be submitted through the Case Management System portal at least one or two days before the anticipated closing date of the review or investigation. CFIUS cannot conclude action 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 individual(s) who may sign the certification, are set forth at 31 C.F.R. § 800.204 (2020). All references to the regulations at 31 C.F.R. part 800 are to those in effect on February 13, 2020. Please refer to 31 C.F.R. 800.104 (2020) for the applicability of the corresponding provisions of the regulations in part 800 that were in effect on February 12, 2020.
Sample certifications for transactions submitted under the FIRRMA regulations can be found below:
- Template for certification to accompany notice (FIRRMA regulations)
- Template for final certification (FIRRMA regulations)
Sample certifications for transactions submitted under the pre-FIRRMA regulations can be found below:
- Template for certification to accompany notice (pre-FIRRMA regulations)
- Template for final certification (pre-FIRRMA regulations)
5. FEES
Parties filing a formal written notice of a transaction with the Committee shall pay a filing fee as follows, subject to the provisions of subpart K of 31 C.F.R. part 800:
| Transaction Value Range | Fee Amount |
|---|---|
| $0 to $499,999.99 | $0 |
| $500,000 to $4,999,999.99 | $750 |
| $5,000,000 to $49,999,999.99 | $7,500 |
| $50,000,000 to $249,999,999.99 | $75,000 |
| $250,000,000 to $749,999,999.99 | $150,000 |
| $750,000,000 + | $300,000 |
Payment must be made through Pay.gov and in accordance with the corresponding instructions. For more information, visit the CFIUS Filing Fees page.
This website 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.
CONFIDENTIALITY
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.