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CFIUS reviews certain foreign investments in U.S. businesses and certain real-estate transactions for national-security concerns. Its authority can cover a transaction that gives a foreign person control of a U.S. business, certain noncontrolling investments in specified businesses, and certain acquisitions of real estate. That a transaction is within CFIUS’s jurisdiction does not, by itself, mean a filing is mandatory. The main mandatory declaration categories concern certain critical-technology transactions and certain foreign-government interests in TID U.S. businesses; the detailed conditions and exceptions determine whether either rule applies.
What does CFIUS review?
The Committee on Foreign Investment in the United States (CFIUS) is an interagency committee that reviews certain transactions involving foreign persons and U.S. businesses or real estate for national-security concerns. The Treasury Department’s CFIUS materials distinguish business transactions under Part 800 from real-estate transactions under Part 802.
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Control transactions involving U.S. businesses
CFIUS may review a transaction that could result in foreign control of any U.S. business. Control is a regulatory concept; the analysis is not limited to whether a foreign investor owns more than half of a company. The transaction’s governance arrangements and the rights it gives an investor can matter. Treasury states that CFIUS retains jurisdiction over a transaction that could result in foreign control of any U.S. business regardless of whether the foreign person is an “excepted investor.”
Certain noncontrolling investments
Some investments that do not confer control can also be covered when they involve a qualifying U.S. business and give the foreign investor specified rights. One relevant category is a TID U.S. business: a business involved with critical technology, certain sensitive personal data, or specified critical infrastructure. Whether a particular investment qualifies depends on the business’s activities and the investor’s rights—not simply the company’s industry label or the fact that its work seems sensitive.
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Certain real-estate transactions
Part 802 covers certain purchases, leases, or concessions of U.S. real estate by foreign persons. Coverage depends on the investor, the property, the transaction, and applicable exceptions. A property’s proximity to certain military installations or its relationship to covered ports can be relevant. Location alone does not establish coverage: the regulations also contain exclusions, including for certain urban-area transactions and single housing units, and some exclusions depend on the investor or transaction.
Which foreign investments require a CFIUS filing?
There is no general rule requiring every foreign investor to file. Treasury identifies two principal categories in which a declaration may be mandatory under Part 800. These are screening categories, not a substitute for checking the regulatory definitions, conditions, exceptions, and applicability provisions against the transaction’s facts.
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Certain critical-technology transactions
A mandatory declaration can apply to certain covered transactions involving a U.S. business that produces, designs, tests, manufactures, fabricates, or develops critical technologies. The rule has specific conditions and exceptions; merely investing in a business described as “high tech” or “sensitive” does not establish that a filing is required. In the critical-technology context described by Treasury, parties may submit a written notice instead of a declaration.
Certain foreign-government interests in TID U.S. businesses
A mandatory declaration can also apply to certain covered transactions in which a foreign person with a substantial interest in a foreign government acquires a substantial interest in a TID U.S. business. The terms “substantial interest” and “TID U.S. business” have regulatory meanings, and the rule includes detailed conditions. A foreign-government connection or a TID business, considered alone, is not enough to conclude that this filing category applies.
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Real estate and separate business-transaction rules
Covered real-estate transactions under Part 802 generally do not have a mandatory declaration requirement. Parties may choose to submit a notice or declaration, subject to the applicable rules. A real-estate acquisition may be excluded from Part 802 because it is part of a covered Part 800 business transaction; that does not necessarily place the business transaction outside CFIUS jurisdiction or remove a Part 800 filing obligation that independently applies.
| Transaction question | What the rule generally means | Filing point |
|---|---|---|
| Could the transaction give a foreign person control of a U.S. business? | CFIUS may review a covered control transaction involving any U.S. business. | Jurisdiction does not automatically make filing mandatory; assess the applicable filing rules. |
| Is it a covered noncontrolling investment in a TID U.S. business? | Certain rights and business activities can bring a noncontrolling investment within CFIUS authority. | Check whether the specific mandatory declaration conditions apply. |
| Does a covered transaction involve critical technology? | Certain covered transactions involving critical technologies are within a mandatory-declaration category. | Apply the rule’s definitions, conditions, and exceptions; a notice may be used instead in the described context. |
| Is it a covered Part 802 real-estate transaction? | Coverage turns on the foreign person, transaction, property, location, and exceptions. | Part 802 real-estate transactions generally do not require a mandatory declaration, but a related Part 800 transaction must be assessed separately. |
How do a declaration and a notice differ?
A declaration is a short-form submission and an alternative to the traditional written notice. Treasury describes declarations as generally limited to five pages. A notice is the more detailed filing path. The appropriate path depends on whether filing is mandatory, the transaction’s circumstances, and whether the parties want to provide the information needed for CFIUS to assess the matter.
| Filing path | When it may be used | What to expect |
|---|---|---|
| Declaration | For a transaction subject to a mandatory declaration requirement, or as a voluntary approach where permitted. | A short-form assessment; CFIUS may conclude action, request a written notice, state that it cannot conclude action on the declaration, or initiate unilateral review. |
| Written notice | For a voluntary filing, or in the critical-technology context where Treasury says parties may file a notice instead of a declaration. | A more detailed submission; assess the transaction-specific requirements and filing strategy before choosing this path. |
| No filing | Where no filing is mandatory and the parties elect not to submit one. | Not filing does not establish that CFIUS lacks jurisdiction; the Committee may have authority to review a covered transaction. |
A declaration is not a guarantee that CFIUS will close its review. The possible outcomes include a request for a written notice or unilateral review, so parties should not treat submission of a declaration as automatic clearance.
How should parties screen a transaction?
A first-pass assessment should identify the transaction, the investor, the U.S. business or property, and the rights and activities that may bring the deal within Part 800 or Part 802. The following checklist highlights the issues the Treasury materials identify; it is not a legal determination for a particular deal.
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- Identify the transaction and parties. Map the ownership, governance, and other rights the foreign person would receive, along with relevant investor ownership or government interests.
- Describe the U.S. business’s activities. Determine whether it produces, designs, tests, manufactures, fabricates, or develops critical technologies, and whether it may qualify as a TID U.S. business.
- Check the filing triggers separately from jurisdiction. Test the facts against the two principal mandatory declaration categories and their detailed definitions, conditions, exceptions, and applicability provisions.
- If real estate is involved, assess Part 802 and its exceptions. Review the property’s location and characteristics, the investor, and the transaction. Then check whether the acquisition is part of a Part 800 covered business transaction.
- Consider the filing path. If filing is required, determine the required submission. If it is voluntary, weigh a declaration against a more detailed notice and the possibility that CFIUS may request a notice or act unilaterally.
Treasury says parties may find it helpful to provide information on whether the U.S. business develops or provides cyber systems, processes natural resources, or is subject to national-security-related authorities such as ITAR, EAR, and NISPOM. These are useful diligence topics, not independent filing triggers.
Because the result can depend on detailed ownership, governance, business-activity, investor-status, location, and exception analysis, parties evaluating a live transaction should consult the current versions of 31 C.F.R. Parts 800 and 802 and qualified U.S. CFIUS counsel.
What do CFIUS filing figures show?
In its 2024 Annual Report, the U.S. Department of the Treasury reported that CFIUS assessed and took action on 116 covered-transaction declarations in calendar year 2024. Six of those declarations concerned covered real-estate transactions under Part 802, and 36 were identified as subject to mandatory filing requirements based on party stipulations. These are counts of 2024 activity, not probabilities or predictions for an individual transaction.
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