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For a U.S. person that files a notification under the U.S. Treasury’s Outbound Investment Security Program, keep a copy of the submitted notification and its supporting documentation for 10 years from the filing date. The file should be detailed enough to show how the transaction was classified, what information was reviewed, how value and ownership were calculated, and how any uncertainty or warning signs were handled. Treasury can request those records.
This checklist concerns 31 CFR Part 850, not every foreign investment or every investor. Confirm that the transaction, parties, technology or product, and country of concern meet the rule’s definitions before applying it.
What the 10-year requirement covers
Section 850.405(c) requires a U.S. person to maintain “a copy of the notification filed and supporting documentation for a period of ten years from the date of the filing.” The clock starts on the filing date, not necessarily the signing date, closing date, or date on which a document was created.
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Supporting documentation must be available to Treasury upon request. The regulation gives examples rather than an exhaustive catalog:
- Pitch decks and other materials used to present the transaction or business.
- Marketing letters and offering memorandums.
- Transaction documents, including investment agreements and side letters.
- Transaction-related due-diligence materials.
Those examples should be read functionally. If a record helps establish what was offered, what was agreed, who owned or controlled an entity, how the investment was valued, or what diligence was performed, place it in the transaction file even if it has a different title.
First, determine whether Part 850 applies
Part 850 is a targeted national-security rule. It covers specified transactions involving a U.S. person, a covered foreign person, and defined national-security technologies or products connected with countries of concern. It is not a general retention regime for all overseas investments, venture capital activity, or cross-border acquisitions.
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Definitions and filing procedures can change. Check the current text of 31 CFR Part 850 and Treasury’s live filing instructions for the transaction date rather than relying on an old precedent or a checklist copied from another deal.
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Build the file around the information a notification must contain
A strong file mirrors the notification fields. This makes it easier to answer Treasury questions and to identify missing facts before filing.
Identity, contacts, and ownership
- Legal name and address of the filing U.S. person.
- Name and contact details for the individual responsible for the filing.
- Relevant ownership information for the U.S. person and the covered foreign person.
- Documents supporting names, jurisdictions, and ownership percentages, such as organizational records, registers, or executed capitalization schedules.
Keep dated versions when ownership changes during negotiations. A cap table that was correct at signing may not describe the structure at completion.
Post-transaction organizational charts
Retain charts showing the post-transaction structure of both the U.S. person and the covered foreign person. Identify intermediate entities, ultimate parent entities, subsidiaries, and other relationships that explain control or affiliation. Save the underlying ownership or governance documents used to prepare each chart, not only a final graphic.
Commercial rationale and transaction classification
Preserve the investment committee memorandum, deal summary, or equivalent record explaining the commercial rationale. The file should also state the Part 850 transaction category selected and the facts supporting that selection. Include drafts when they show how a material classification issue was resolved, but mark superseded drafts clearly so a reviewer can distinguish them from the final analysis.
Status and completion dates
Record whether the transaction was proposed, signed, completed, terminated, or otherwise changed. Keep the executed agreement, closing certificate, funds-transfer evidence, or other reliable proof of the actual completion date. If the deal has not closed when a filing is made, identify the expected completion date and update the record if that date changes.
Value, consideration, and economic rights
Preserve the calculation of transaction value and the assumptions behind it. Depending on the deal, this may include purchase price schedules, valuation materials, exchange-rate calculations, debt or liability treatment, earn-outs, or contingent consideration. Keep records showing the form of consideration—cash, shares, debt, services, or another form—and the date each figure was determined.
Also retain evidence of equity and voting interests acquired, board seats or observer rights, future investment commitments, warrants, options, conversion rights, and similar arrangements. Side letters are particularly important because they can change governance or economic rights without changing the headline investment amount.
Preserve a contemporaneous diligence record
Part 850 evaluates a U.S. person’s reasonable-and-diligent inquiry from the totality of relevant facts and circumstances. The file should therefore show the inquiry as it occurred, not a short certification prepared after a question arises.
What information was sought
Keep information requests sent to the foreign person, founders, management, advisers, and intermediaries. Include questionnaires, follow-up emails, meeting notes, data-room requests, and responses. Note the date of each request, the responsible reviewer, and whether the response was complete, partial, delayed, or refused.
What information was reviewed
Save the public and commercial sources consulted, the relevant extracts or downloaded records, and the date accessed. The record might include corporate registries, ownership databases, sanctions or export-control checks, litigation searches, technical descriptions, financing documents, and publicly available statements. For subscription databases, retain the report or an export that allows a later reviewer to see the result that was relied on.
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How conflicts and warning signs were handled
Document inconsistencies among pitch materials, ownership records, technical descriptions, financial statements, and management answers. Record warning signs such as evasive answers, refusals to provide documents, unexplained ownership layers, contradictory descriptions of products, or efforts to avoid a relevant inquiry. Explain the follow-up performed and the reason the issue was resolved, accepted with conditions, escalated, or treated as disqualifying.
What information was not available
If required information cannot be obtained, the filer must explain why it is unavailable and describe the efforts made to obtain it. Keep that explanation, the underlying requests, and evidence of the attempts. If the information later becomes available, provide it promptly and no later than 30 calendar days after it becomes available. Preserve the date it was received and the version transmitted to Treasury.
Keep records of internal controls when they are relevant
For a U.S. person with a controlled foreign entity, Part 850 identifies possible compliance steps that may be relevant to the facts. These are factors in assessing reasonable compliance, not a universal form that every investor must adopt.
- Governance and shareholder-rights evidence: board resolutions, delegated-authority schedules, reserved-matters lists, voting agreements, and records showing how the U.S. person exercises or limits rights.
- Training records: agendas, materials, attendance logs, and completion reports for personnel who identify, approve, monitor, or report covered transactions.
- Internal reporting: periodic reports to management, an investment committee, the board, or a compliance function showing covered transactions, open issues, and escalations.
- Written controls: policies, procedures, approval matrices, screening questions, and decision trees, with version history and periodic review dates.
- Testing and auditing: test plans, samples, findings, remediation assignments, and evidence that corrective actions were completed.
Keep these materials with the relevant transaction or in a linked compliance-control repository. Part 850 does not create one separate retention period for every control record; retain them long enough to substantiate the compliance steps taken for the transaction and to satisfy any other applicable obligation.
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Deadlines create records that should remain in the file even after the original notification is submitted.
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| Event | Timing under Part 850 | Records to preserve |
|---|---|---|
| Notification under §§ 850.401 or 850.402 | Generally within 30 calendar days after transaction completion | Final electronic submission, acknowledgment, completion evidence, and the calendar calculation used |
| Notice under § 850.403 | Within 30 days after acquiring the specified post-transaction knowledge | Evidence of when the knowledge was acquired, the notice, acknowledgment, and supporting analysis |
| Material change after a pre-completion filing | Update within 30 days after completion | Original filing, changed facts, updated filing, and proof of completion |
| Information previously unavailable | Provide it no later than 30 calendar days after it becomes available | Receipt date, source document, explanation for the earlier gap, and supplemental submission |
Use a chronology that distinguishes transaction dates from filing dates. Save submitted versions as immutable PDFs or system exports where possible, but also retain the original electronic acknowledgment and any Treasury correspondence in its native format.
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A practical structure is more useful than a single unindexed folder. Use a matter identifier and keep a read-only final set alongside working materials.
- Open a coverage file. Store the Part 850 applicability analysis, definitions used, country and technology assessment, and approval of the filing decision.
- Create an identity and structure section. Add legal-entity documents, ownership evidence, post-transaction charts, management information, and governance rights.
- Create a transaction section. Store pitch and offering materials, term sheets, executed agreements, side letters, valuation and consideration schedules, and completion evidence.
- Create a diligence section. Preserve requests, responses, searches, database reports, meeting notes, conflict analysis, warning signs, and escalation records.
- Create a filing section. Keep the submitted notification, acknowledgment, dated drafts, updates, Treasury questions, responses, and the filing calendar.
- Create a controls section where applicable. Link training, reporting, policies, testing, and audit evidence to the transaction or controlled foreign entity.
- Lock the final record. Apply access controls, retain an audit trail of changes, and prevent deletion or alteration during the 10-year period.
Use consistent file names that include the matter identifier, document type, entity, and date. A simple index should identify the custodian, source, creation date, filing relevance, and whether the item is final or superseded.
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Protect sensitive records and respond to Treasury requests
Investment files can contain personal information, proprietary technology details, financing terms, and nonpublic ownership data. Limit access to people with a business or compliance need, use encryption appropriate to the organization’s environment, and preserve the audit log for downloads, edits, and deletions. Do not overwrite an earlier filing when an update is made.
Part 850 addresses confidentiality of nonpublic materials submitted to Treasury and requires submissions in English. Keep an English translation or translated version used for filing when source documents are in another language, and identify the translator or translation date in the index. If Treasury asks for documents, preserve the request, the response package, the person who approved production, and the date of production.
Common recordkeeping failures
- Keeping only the final contract: the contract may not show the diligence, valuation, ownership analysis, or commercial rationale behind the notification.
- Starting the clock at closing: the express 10-year period runs from the filing date.
- Deleting superseded versions: dated versions can explain what Treasury saw and why an update was made.
- Relying on oral diligence: undocumented calls and meetings are difficult to prove later; create dated notes and preserve follow-up requests.
- Ignoring side letters: they may grant board, voting, information, or future-investment rights that affect the filing.
- Failing to record unavailable information: keep the reason, the efforts made, and the later-supplement deadline.
- Mixing unrelated retention rules: tax, securities, corporate, fiduciary, export-control, and privacy obligations may impose different periods or handling requirements. Part 850’s 10-year rule does not replace them.
- Using a generic “foreign investment” checklist: first confirm that the specific Part 850 definitions and transaction categories are met.
A concise pre-filing and post-filing checklist
Before filing
- Confirm the U.S.-person, covered-foreign-person, country, technology or product, and transaction-category analysis.
- Complete ownership and post-transaction organizational charts.
- Verify value, consideration, equity, voting interests, governance rights, and future commitments.
- Compile the commercial rationale and executed or near-final transaction documents.
- Complete and index diligence requests, searches, responses, conflicts, and warning signs.
- List every required fact that remains unavailable and document the efforts to obtain it.
After filing
- Save the exact submitted notification and electronic acknowledgment.
- Record the filing date and calculate the 10-year retention end date.
- Monitor completion, material changes, newly available information, and the applicable 30-day deadlines.
- Preserve each update, Treasury question, response, and evidence of when information was obtained.
- Keep the final file accessible, protected, and searchable for the full retention period.
What this checklist does not decide
Part 850 recordkeeping does not determine whether a transaction is subject to tax, securities, corporate, fiduciary, export-control, sanctions, privacy, or other legal requirements. Those regimes can apply at the same time and may require different documents, custodians, security controls, or retention periods. A transaction-specific legal or compliance review is appropriate when coverage, ownership, technology classification, or diligence results are uncertain.
The practical answer remains narrow: when a Part 850 notification is filed, retain the notification and supporting documentation for 10 years from the filing date, and maintain a contemporaneous record that shows how the filing information and diligence conclusions were reached.
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