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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. A review can delay or reshape a deal, and some transactions can be prohibited or unwound, but CFIUS does not screen every foreign investment and a review does not automatically mean a deal will fail.
What CFIUS is—and what it reviews
CFIUS is a U.S. government national security review committee, not a general approval agency 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 Foreign Investment Risk Review Modernization Act (FIRRMA) broadened the framework beyond control transactions to include certain non-controlling investments and certain real estate transactions.
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Whether a transaction falls within CFIUS jurisdiction depends on its specific facts and the applicable legal tests, including the nature of the transaction and the U.S. business or real estate involved. It is not enough to look only at the investor’s nationality or at a broad list of industries. Treasury says the U.S. aims to maintain an open investment environment while restricting investments that pose national security concerns.
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CFIUS may examine a transaction that has not been voluntarily filed if it has reason to believe the transaction is within its jurisdiction and may raise national security concerns. A deal’s status as a foreign investment, by itself, does not establish that it is reviewable.
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How a review can affect a deal
CFIUS assesses national security risk and may allow a transaction to proceed, continue its review, or seek measures to address risks. Depending on the case, review can affect the closing schedule, deal structure, information sharing, governance arrangements, or obligations after closing. In some cases, transactions can be prohibited or unwound.
Possible mitigation is transaction-specific: the fact that CFIUS is reviewing a deal does not establish that a particular risk or remedy applies. Nor does a review mean the committee has already decided to block the transaction. Its stated policy combines the aim of preserving beneficial investment with restrictions on investments that pose national security concerns.
Declaration or notice: the main filing paths
Parties may submit an abbreviated declaration or a traditional notice, subject to the rules that apply to their transaction. Treasury describes a declaration as generally no longer than five pages. The two paths have different process periods and may not produce the same outcome: after reviewing a declaration, CFIUS may request a notice, say it cannot conclude action on the declaration, or take other action permitted by the process.
| Filing path | What it is | Stated process period | What parties should account for |
|---|---|---|---|
| Declaration | An abbreviated filing; Treasury says it generally should not exceed five pages. | 30 days for CFIUS to assess the declaration. | CFIUS may request a notice or be unable to conclude action on the declaration. The shorter period is not a guarantee that the matter will be resolved within 30 days. |
| Notice | A more extensive filing to CFIUS; parties may use this route instead in certain contexts, including the critical-technology mandatory-filing context described by Treasury. | 45 days for review, with an investigation of up to 45 additional days if CFIUS needs more time after the review. | Preparation, agency questions, refiling, mitigation discussions, and commercial closing conditions can extend the overall schedule beyond the statutory periods. |
These periods describe stages of the CFIUS process, not a forecast for a complete transaction timeline. The filing route should be assessed against the transaction’s facts, risk profile, timing needs, and closing conditions; the process periods alone do not determine which route is appropriate.
When a CFIUS filing may be mandatory
Some covered transactions have mandatory filing requirements. Treasury identifies 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. The rules use defined terms, thresholds, and exceptions, so neither category should be reduced to a blanket rule.
For example, an investment in a company associated with critical technology does not automatically establish that a mandatory filing is required. Parties should check the current Treasury guidance and applicable regulations against the actual ownership, transaction, and business facts before closing. For a live deal, qualified CFIUS counsel can assess jurisdiction and filing obligations.
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Why a closed deal may still draw scrutiny
Filing voluntarily is not the only way a transaction can come to CFIUS’s attention. Treasury says the committee monitors potential non-notified activity and may request more information. Its account of calendar year 2024 says CFIUS formally opened 76 inquiries and requested filings for 12 non-notified transactions. Those are Treasury’s figures for CY2024, not estimates for 2026 or later years.
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What Treasury reported about CFIUS activity
In its 2025 annual-report announcement on August 7, 2026, 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 share describes Treasury’s CY2025 reporting; it is not a prediction or service target for an individual transaction.
The same August 7, 2026 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.
Official resources for parties assessing a transaction
On July 29, 2026, Treasury announced a redesigned CFIUS website with a pre-filing consultation portal, a high-level risk matrix, and process guidance addressing filing choices, sources of delay, information not required by regulation, and organizational charts. These materials can help parties understand the process, but using the portal is not a substitute for a required filing or transaction-specific legal advice.
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1Scan for outdated or missing drivers - takes under a minute2Repair Windows errors before they cause bigger problems3Fix the driver behind crashes, sound loss and screen glitchesTreasury’s policy materials, filing FAQ, annual-report releases, and final-rule announcement provide the official framework and dated activity figures. Because jurisdiction and filing duties turn on defined legal tests, parties should rely on current Treasury guidance and qualified counsel for a particular transaction.
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