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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. It does not screen every foreign investment, and a review does not automatically mean a deal will fail. But CFIUS can require changes, delay a transaction, or, in some cases, prohibit or unwind it.
What CFIUS reviews—and what it does not
CFIUS is a national security review process, not a general approval system 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 can review control transactions as well as certain non-controlling investments and certain real estate transactions. The latter reach was broadened by the Foreign Investment Risk Review Modernization Act of 2018, or FIRRMA. Whether a particular deal is covered depends on its facts and the regulatory tests—not simply on whether the investor is foreign or whether the business belongs to a particular industry.
Treasury describes the policy as preserving an open investment environment while restricting investments that pose national security concerns. CFIUS review therefore is not a blanket ban on foreign investment, and an investor’s nationality alone does not determine the result.
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How a review can change a deal
CFIUS assesses national security risks associated with a covered transaction. Depending on the case, it may allow the transaction to proceed, continue reviewing it, or seek measures to address identified risks. Mitigation can affect deal terms, governance, access to information, or obligations after closing; the appropriate measures depend on the transaction.
That makes CFIUS relevant to more than the final yes-or-no outcome. Review can affect a deal’s schedule, information sharing, closing conditions, and post-closing responsibilities. A review is not itself evidence that a particular risk has been found or that a deal will be blocked.
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Declarations and notices: two filing paths
Parties may use an abbreviated declaration or submit a fuller notice, subject to the applicable rules. The statutory periods below measure Committee review stages, not the entire time needed to prepare a filing or close a transaction.
| Filing path | What it is | Stated review period | Possible next step |
|---|---|---|---|
| Declaration | An abbreviated filing that generally should not exceed five pages, according to Treasury. | 30 days for the Committee to assess the declaration. | The Committee may request a notice, say it cannot conclude action on the declaration, or take another action permitted under the process. |
| Notice | A more detailed filing; parties may submit one instead of a declaration in certain contexts. | 45 days for review, with an investigation of up to 45 additional days if needed. | The Committee may investigate further if it needs more time after the review period. |
A declaration’s shorter assessment period does not guarantee that the Committee can conclude action on that filing. A notice can involve an additional investigation period. In either path, preparation, agency questions, mitigation discussions, refiling, and commercial closing conditions can extend the overall schedule beyond the statutory review periods.
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Some transactions are subject to mandatory filing requirements. Treasury identifies categories that include certain covered transactions in which a foreign government acquires a substantial interest in specified U.S. businesses, and certain covered transactions involving critical technologies. The rules contain defined terms, thresholds, and exceptions; an investment in a critical-technology business does not automatically mean a filing is required.
Mandatory filing questions should be assessed against the rules before closing. Whether a declaration or notice is appropriate depends on the applicable requirement and the deal’s circumstances; the broad process periods alone cannot determine the right filing path for a specific transaction.
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Can CFIUS review a deal that was not filed?
Yes. A voluntary filing is not the only way a transaction can come to CFIUS’s attention. The Committee may review a pending or completed transaction if it has reason to believe the transaction falls within its jurisdiction and may raise national security concerns. Treasury says CFIUS monitors potential non-notified transactions and may request additional information.
In its account of work during calendar year 2024, Treasury said CFIUS formally opened 76 inquiries and requested filings for 12 non-notified transactions. Those are Treasury’s figures for that calendar year, not estimates for 2026 or for any individual deal. Treasury described identification methods including interagency referrals, public tips, classified reporting, media reports, voluntary disclosures, congressional notifications, and commercial databases.
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Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What recent Treasury figures show
Treasury’s August 7, 2026 announcement of its 2025 annual report reported 347 notices and declarations for covered transactions and covered real estate transactions during 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 share is not a promise about how quickly a particular deal will be cleared.
The same announcement highlighted continued enforcement of mandatory-filing compliance and the launch of a Known Investor Pilot Program. Treasury says the pilot is intended to gather information from eligible foreign investors before potential filings; it does not change CFIUS jurisdiction or the statutory process.
Where to check 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 covering filing choices, sources of delays, information not required by regulation, and organizational charts. These materials can help parties understand the process, but portal use does not replace a required filing or transaction-specific legal advice.
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For a live deal, the practical questions are whether it falls within CFIUS jurisdiction, whether a filing is mandatory, which filing path is suitable, and how review timing and possible mitigation fit the transaction’s closing conditions. Those questions are fact-specific and should be addressed using current Treasury guidance and qualified counsel.
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