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. The full language of FIRRMA and related information can be found on the CFIUS Laws and Guidance page.
FInal rule on "principal Place of business" definition and filing fees (July 2020)
The Department of the Treasury issued a final rule—effective August 27, 2020— which makes a clarifying revision to the definition of “principal place of business” and adopts the interim rule establishing a fee for parties filing a formal written notice of a transaction for review by CFIUS.
- Definition of "Principal Place of Business"; Filing Fees for Notices of Certain Investments in the United States by Foreign Persons and Certain Transactions by Foreign Persons Involving Real Estates in the United States (31 C.F.R. parts 800 and 802)
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.
Pay.gov integration with CMS for filing fee payments (August 2020)
On August 9, 2020, the CFIUS Case Management System (CMS) will be integrated with pay.gov for payment of CFIUS filing fees. This integration will allow users to directly access pay.gov from the CMS portal and will pre-populate pay.gov with required information.
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.