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 of the regulations. Such notice must include the information required in the regulations at § 800.402.
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.
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, however, 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 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
CFIUS will not accept a notice until it has received the notice in both electronic and hard-copy forms.
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 should be sent to:
Mr. Stephen Hanson
Committee on Foreign Investment in the United States
Office of Investment Security
Department of Treasury
1500 Pennsylvania Avenue, N.W., Room 5221
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
3. CFIUS Timetable
CFIUS staff distributes a filed notice to all CFIUS agencies only after having determined that it meets all requirements of § 800.402 of the regulations and, accordingly, is complete. The next business day is the first day of the review period. The review period ends no later than the thirtieth calendar day after it has commenced, or if the thirtieth day is not a business day, no later than the next business day after the thirtieth day. Upon accepting a notice, the Staff Chairperson will advise the parties in writing of the date that the review period started and the date on which the review period will 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 the voluntary notice 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 30 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 stated in the regulations at § 800.202. Following are sample certifications: