CFIUS—the Committee on Foreign Investment in the United States—is an interagency committee chaired by the U.S. Department of the Treasury. It reviews certain foreign investments in U.S. businesses and certain real estate transactions for national security risks. It does not screen every foreign investment, and a review does not automatically mean a deal will be blocked. But CFIUS can require changes, delay a transaction, or, in some cases, prevent or unwind one.
What is CFIUS, and what does it review?
CFIUS is a U.S. government national security review body, not a general approval board for foreign capital. Its authority comes from Section 721 of the Defense Production Act, as amended, Executive Order 11858, as amended, and implementing regulations in Title 31 of the Code of Federal Regulations.
The committee’s jurisdiction covers certain transactions involving foreign persons and U.S. businesses, as well as certain real estate transactions. It can reach control transactions and, under rules expanded by the Foreign Investment Risk Review Modernization Act (FIRRMA), some non-controlling investments and real estate transactions. Whether a particular deal is covered depends on defined facts and regulatory tests; a business sector or an investor’s nationality alone does not settle the question.
CFIUS can review a pending or completed transaction even if the parties did not file voluntarily, when it has reason to believe the transaction is within its jurisdiction and could raise national security concerns.
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How can CFIUS affect a deal?
The committee assesses national security risks associated with a covered transaction. Depending on the case, it may allow the deal to proceed, continue its review, or seek mitigation—measures intended to address identified risks. A review can affect the closing schedule, governance, information sharing, deal structure, or obligations that continue after closing. The measures, if any, depend on the transaction; review alone does not establish that a particular risk exists.
Treasury describes the policy as preserving an open investment environment while restricting investments that pose national security concerns. CFIUS is therefore not a blanket ban on foreign investment.
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Does every foreign investment need to be filed?
No. Filing obligations and CFIUS jurisdiction depend on the transaction and the applicable rules. Some filings are voluntary; certain covered transactions have mandatory declaration requirements. Treasury identifies mandatory categories that include certain transactions in which a foreign government acquires a substantial interest in specified U.S. businesses, and certain covered transactions involving critical technologies.
Those categories use defined terms, thresholds, and exceptions. An investment in a critical-technology company does not automatically trigger a filing simply because of the company’s field. Parties should assess the current rules before closing rather than assume a filing is optional or that every foreign investment is covered.
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What are the filing options, and how long do they take?
Parties may use an abbreviated declaration or submit a traditional notice, subject to the applicable requirements. The statutory periods below are parts of the process, not estimates of the full time a transaction will take.
| Filing path | What to expect | Statutory period |
|---|---|---|
| Declaration | An abbreviated filing that generally should not exceed five pages. CFIUS can request a notice, state that it cannot conclude action on the declaration, or take other actions permitted under the process. | 30 days for the Committee to assess the declaration. |
| Notice | A traditional filing. A notice may also be filed in certain contexts, including the critical-technology mandatory-filing context described by Treasury. | 45-day review period. CFIUS may open an investigation lasting up to 45 additional days if it needs more time after review. |
Choosing a filing path is not simply a choice between a shorter and longer clock. Parties need to consider whether a declaration gives the Committee enough information to conclude action, whether follow-up questions or a notice request are likely, the transaction’s risk profile, any mandatory requirements, and the commercial closing conditions. Preparation, agency information requests, refiling, and mitigation discussions can extend the actual schedule beyond the statutory periods. The periods alone do not determine which path is suitable for a particular deal.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Can CFIUS review a deal after it closes?
Yes. A closing does not necessarily end CFIUS exposure: the Committee monitors potential non-notified transactions and may request information about them. Treasury’s 2024 annual report describes identification through interagency referrals, public tips, classified reporting, media reports, voluntary disclosures, congressional notifications, and commercial databases.
For calendar year 2024, Treasury reported that CFIUS formally opened 76 inquiries and requested filings for 12 non-notified transactions. These are separate steps in Treasury’s account of its CY2024 work, not estimates for a later year.
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Treasury’s 2024 final-rule announcement also described expanded authority to request information about transactions that were not filed, expanded use of subpoena authority in certain circumstances, and procedural changes to mitigation negotiations and enforcement. Failing to meet a mandatory filing requirement or comply with mitigation obligations can have consequences; the facts and current rules matter.
What do the latest reported figures show?
In its August 7, 2026 announcement of the 2025 annual report, Treasury reported 347 notices and declarations for covered transactions and covered real estate transactions in calendar year 2025. Treasury also said 67 percent of distinct transactions were cleared during either the declaration assessment period or the initial notice review period. That historical figure is not a forecast or a guarantee for an individual deal.
The same announcement highlighted continued enforcement of mandatory-filing compliance and the launch of a Known Investor Pilot Program, intended to gather information from eligible foreign investors before potential filings. Treasury says the pilot does not change CFIUS jurisdiction or the statutory process.
Where can parties find current process guidance?
On July 29, 2026, Treasury announced a redesigned CFIUS website with a pre-filing consultation portal, a high-level risk matrix, and process guidance on filing choices, sources of delays, information not required by regulation, and organizational charts. A portal or consultation is not a substitute for a required filing or transaction-specific legal advice. Because jurisdiction and filing duties depend on the facts and current rules, parties assessing a real transaction should consult Treasury’s current CFIUS materials and qualified counsel.
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