Start by determining the right filing route—mandatory declaration, voluntary declaration, or written notice—then assemble a clear account of the transaction, the parties and ownership, the U.S. business and its locations, and any national-security-relevant activities. CFIUS filing requirements depend on the transaction’s facts, so this is a preparation guide, not a decision about whether a particular deal must be filed or which exact attachments it requires.
Which CFIUS filing route should you prepare for?
CFIUS has two submission formats: a short-form declaration and a more detailed written notice. Some covered transactions must be reported through a mandatory declaration. For other transactions, parties may submit a voluntary declaration or a written notice. Treasury describes a declaration as an alternative to the traditional voluntary notice; it generally should not exceed five pages, and parties may choose to file a notice instead. The applicable route depends on current regulations and the transaction’s facts. (Treasury’s declaration FAQ.)
Mandatory declaration requirements apply to specified categories, including certain covered transactions involving a foreign government’s substantial interest in particular U.S. businesses and certain transactions involving critical technologies. Whether a deal falls into a category—or qualifies for an exception—requires fact-specific analysis. Do not treat this overview as a jurisdiction determination.
| Filing route | What it is | Process period and possible outcomes |
|---|---|---|
| Declaration | Short-form submission; generally no more than five pages, according to Treasury’s current declaration FAQ. | The 2023 CFIUS Annual Report, published in 2025, describes a 30-day assessment period. CFIUS may ask for a written notice, say it cannot conclude action on the declaration, initiate unilateral review, or conclude all action. |
| Written notice | The traditional, more detailed submission. Parties may choose it instead of a declaration when a declaration is available. | A notice review period of up to 45 days may be followed by an investigation. CFIUS may conclude action or address unresolved concerns through mitigation or other action. |
This is a high-level comparison, not a substitute for the current rules or a route decision for a specific deal. Sources: Treasury’s declaration FAQ, the 2023 CFIUS Annual Report, and Treasury’s review-timeline FAQ.
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What information and documents should you gather?
Use this as a working preparation list, not a universal attachment checklist. The required fields and supporting materials depend on the filing route, the current form and instructions, and the transaction’s facts.
Transaction, entities, and business rationale
- Write a plain-language description of the deal, its steps, and its structure. Identify the parties and other relevant entities, and show how they relate to one another.
- Describe each company’s business lines, products, and services clearly enough to explain what the U.S. business does.
- Prepare a concise explanation of the transaction’s business rationale. Treasury identifies rationale as information that may help facilitate review, even when it is not required to make a notice complete.
Foreign investor, ownership, and rights
- Map the foreign person involved, its parent entities, ultimate ownership, relevant jurisdictions, and the actual party in interest.
- Gather information about relevant governance, contractual, and other investor rights. Depending on the circumstances, Treasury may seek information about indirect investors, including limited partners.
U.S. operations, sites, and sensitive activities
- List the U.S. business’s properties and facilities, with addresses or geographic coordinates as appropriate to the facts and the form.
- Identify activities that may help explain the business’s national-security profile, such as work involving cyber systems, telecommunications or internet systems, natural resources, energy, critical technologies, sensitive personal data, or government and classified contracts. This is a prompt to gather context, not a finding that every category applies or must appear in every filing.
- Note relevant processes involving other authorities, including export-control or classified-contract requirements. Treasury cautions that some other reviews can take longer than CFIUS review.
Certification and filing materials
- Use the current Treasury form, template, instructions, and applicable regulatory requirements for the selected route.
- Check that the certification is accurate and complete, and that it is signed as directed. Incorrect or missing certification is a known notice-completeness problem.
- Confirm the current instructions for required fields and attachments rather than relying on a generic document list. The materials cited here do not establish one attachment list that applies to every filing.
Treasury identifies unclear business-line descriptions, unclear deal or entity structure, missing locations for U.S. properties and facilities, and incorrect or absent certification among common notice-completeness problems. See the Treasury CFIUS FAQ. For context that may facilitate review, including information on cyber systems, telecom, natural resources, energy, and rationale, see Treasury’s facilitation FAQ.
How do you submit through Treasury’s CMS?
Treasury guidance says parties use its Case Management System (CMS) to submit declarations and written notices. Completing or saving form data is not the same as submitting it for case-officer review: the draft or formal notice must be submitted through the CMS. Use the current platform instructions to confirm the applicable steps and materials.
- Check current Treasury guidance. Confirm the selected route, current forms and instructions, applicable fee information, and submission details.
- Assemble and review the filing. Reconcile entity names, ownership, transaction steps, business descriptions, locations, and certifications across the submission and its supporting materials.
- Submit through the CMS. Make sure the required draft or formal submission is actually submitted, rather than left saved in the system.
- Track acceptance and follow-up. For a notice, distinguish submission from formal acceptance; respond to any requests or process steps using the current instructions.
Treasury announced a redesigned CFIUS website, new process guidance, and a pre-filing consultations portal on July 29, 2026. The announcement does not establish the portal’s eligibility rules or turnaround time. Check the Treasury announcement and current CFIUS materials for the latest forms, fees, and platform guidance.
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When does the 45-day CFIUS review clock start?
For a voluntary notice, Day 1 is the date the Staff Chairperson accepts it after determining that it meets applicable requirements, confirming that the fee has been paid or waived, and disseminating it to Committee members. Uploading or submitting a document does not itself start the clock. Treasury says acceptance timing depends on factors including the notice and whether the parties submitted a draft notice beforehand; it does not state a guaranteed acceptance interval. See Treasury’s Day 1 FAQ.
How long can CFIUS review take?
Notice review and investigation
Treasury’s current process guidance describes a notice review period of up to 45 days. If CFIUS needs more time, it may begin an investigation no later than the end of that review period. The investigation may last up to 45 additional days, with a one-time 15-day extension in extraordinary circumstances. These are process limits, not an average end-to-end duration or a promised clearance date from signing, preparation, or initial submission. Sources: Treasury’s timeline FAQ and the Treasury CFIUS FAQ.
Declaration assessment
The 2023 CFIUS Annual Report, published in 2025, describes a 30-day assessment period for a declaration. Possible outcomes include a request to file a written notice, a statement that CFIUS cannot conclude action based on the declaration, unilateral review, or a conclusion of all action. A declaration therefore does not guarantee clearance or a completed review within 30 days.
What happens at the end?
CFIUS may conclude action when no unresolved national-security concerns remain, including where other laws or mitigation address them. If concerns remain and mitigation is inadequate or inappropriate, CFIUS may refer the transaction to the President unless the parties withdraw and abandon it. Filing alone is not a guarantee of a safe harbor in every circumstance. See the 2023 CFIUS Annual Report.
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What can make a CFIUS notice incomplete?
Before submitting, check the areas Treasury flags most often:
- Business description: Each business line, product, and service is described clearly.
- Deal and entity structure: The transaction steps, parties, and relationships among entities are easy to follow.
- U.S. locations: Relevant business properties and facilities are identified with appropriate location details.
- Certification: The required certification is present, accurate, complete, and signed as directed.
Treasury also identifies certain information that may help avoid unnecessary back-and-forth, even when it is not required for completeness—such as context about cyber, telecom, energy or natural-resource activities and the transaction rationale. Consult its facilitation FAQ alongside the CFIUS FAQ.
How should you plan the transaction timetable?
Build the timetable around route selection, preparation, possible pre-filing consultation, acceptance, and any later review stages—not just the statutory review period. The notice clock begins at acceptance, and the process may include an investigation or mitigation discussions. A declaration can lead to a request for a notice or another outcome rather than a conclusion of action. Other regulatory processes may also take longer than CFIUS review.
The available official periods are not empirical averages of total filing time. No average end-to-end duration is established by the cited materials. For an actual transaction, confirm the current Treasury guidance and consult qualified CFIUS counsel, particularly where mandatory filing questions, exceptions, sensitive activities, investor rights, or overlapping regulatory reviews may affect the plan.
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