CFIUS does not issue advisory opinions on whether to file a transaction as a declaration or a notice. Declarations are abbreviated filings with a 30-day assessment period, whereas notices are more detailed submissions with a 45-day review process, potentially followed by a 45-day investigation period. When evaluating whether to file a transaction as a declaration or a notice, parties may consider timeline differences, information and exhibit requirements, potential process outcomes for each type of filing, and other factors such as transactional complexity, degree of technological sophistication, and the existence of U.S. Government contracts and relationships that could necessitate more extensive due diligence by the Committee.
The chart below provides an illustrative list of considerations that may inform parties’ understanding of the differences between declarations and notices. For a visual of the timelines applicable to declarations and notices, please click here.
| Consideration | Declaration | Notice |
|---|---|---|
| Timeline | 30-day assessment period, potentially followed by a request to file a full notice | 45-day review period, potentially followed by a 45-day investigation period |
| Pre-Filing Preparation | Abbreviated filing with fewer information requirements under 31 C.F.R. Sec. 800.404 | More extensive filing with broader information requirements under 31 C.F.R. Sec. 800.502 |
| Filing Fee Requirement | No filing fee required | Filing fee may be required under 31 C.F.R. part 800 subpart K based on transaction value |
| Follow-up Information Requests | Under 31 C.F.R. Sec. 800.406(a)(3), follow-up information generally must be provided within two business days unless an extension is granted | Under 31 C.F.R. Sec. 800.504(a)(4), follow-up information generally must be provided within three business days unless an extension is granted |
| Possible Process Outcomes | CFIUS may conclude action, request a full notice, inform the parties that it is unable to conclude action, or initiate a unilateral review | CFIUS may conclude action with or without mitigation, grant a withdrawal request, or refer the transaction to the President |
| Strategic Considerations | May be efficient for transactions that are less likely to present national security considerations | May provide greater certainty through full CFIUS action |
Over the three years between 2022 and 2024, covered transactions filed as declarations had the following outcomes:
- In 70 percent of cases, CFIUS cleared the transaction by concluding action.
- In 23 percent of cases, CFIUS requested that the parties file a full notice.
- In 7 percent of cases, CFIUS was unable to conclude action on the basis of the declaration.
- In 0 percent of cases, CFIUS initiated a unilateral review.
Over the three years between 2022 and 2024, covered transactions filed as notices had the following outcomes:
- In 95 percent of cases, CFIUS cleared the transaction by concluding action, including 82 percent without mitigation and 13 percent with mitigation.
- In 5 percent of cases, CFIUS granted a request by the parties to withdraw the notice in connection with the voluntary abandonment of the transaction.
- In 0.3 percent of cases, CFIUS referred the transaction to the President for decision.
Please note that CFIUS performs an individualized risk assessment of each transaction and, accordingly, the outcomes of past declarations or notices should not be construed as an indicator of the outcome of any new filing.
In order for a declaration or notice filed with CFIUS to be considered complete, the filing must include the information required under 31 C.F.R. Sec. 800.404 (if a declaration) or 31 C.F.R. Sec. 800.502 (if a notice) (for real estate transactions: 31 C.F.R. Sec. 802.402 and 31 C.F.R. Sec. 802.502 apply to declarations and notices, respectively).
| Common Source of Process Delay | Best Practices |
|---|---|
| Filing Fees Must Clear | Filing fees often take several business days to clear. Parties may alleviate such delays by submitting filing fees earlier in the draft stage before CFIUS review of a notice begins, rather than waiting to submit with the formal notice. |
| Certifications | All filings must be properly certified to be deemed complete consistent with the requirements under 31 C.F.R. Sec. 800.204 (real estate transactions: 31 C.F.R. Sec. 802.202). Template certifications are available here: |
| Incomplete Organizational Charts | CFIUS offers best practices and guidance on formatting organizational charts for submission to CFIUS, consistent with the requirements under 31 C.F.R. Sec. 800.404(c)(17) (if a declaration) and 31 C.F.R. Sec. 800.502(j)(1) (if a notice) (real estate transactions: 31 C.F.R. Sec. 802.402(c)(7) and 31 C.F.R. Sec. 802.502(f)(1) apply to declarations and notices, respectively). See below for guidance on organizational charts. |
| Unclear Business Descriptions | CFIUS filings should provide a clear and detailed account of the primary products, services, and business lines of both the foreign acquirer and the U.S. business. |
| U.S. Government Contracts | CFIUS filings must include all the required information under 31 C.F.R. Sec. 800.404(c) (if a declaration) and 31 C.F.R. Sec. 800.502(c)(3) (if a notice) relating to U.S. business contracts with the U.S. Government in order to be deemed complete. |
| Unclear Transaction Description and Rationale | CFIUS filings should clearly describe the nature and structure of the transaction and all entities involved, as well as explain the transaction rationale, so the Committee better understands the transaction and the parties’ commercial motivations. |
| Missing Personal Identifier Information (PII) | For notices filed with CFIUS, foreign acquirer PII submissions for directors, officers, and individuals with an ownership interest of five percent or more must be complete under 31 C.F.R. Sec. 800.502(c)(5)(vi)(B). |
| Missing Side Letters | For notices filed with CFIUS, parties must provide complete copies of all partnership agreements, integration agreements, or other side agreements relating to the transaction, as per 31 C.F.R. Sec. 800.502(c)(1)(x). |
| Missing Annual Reports | CFIUS filings must include annual reports and financial statements for the foreign acquirer, the U.S. business, and certain other parties specified in 31 C.F.R. Sec. 800.502(g). |
| Material Changes in Plans, Facts and Circumstances | Transaction parties must promptly advise the Staff Chairperson of any material changes in plans, facts and circumstances. See 31 C.F.R. Sec. 800.403(d), 31 C.F.R. Sec. 800.502(h), 31 C.F.R. Sec. 802.401(d), and 31 C.F.R. Sec. 802.502(e). |
| Recordkeeping | Parties are highly encouraged to maintain separate copies of all information filed with CFIUS through CMS, including copies of all follow-up information provided to CFIUS in response to questions. |
| Real Estate Transactions | Before submitting a real estate transaction to CFIUS, parties should take into consideration the CFIUS Part 802 Geographic Reference Tool (please note the disclaimer on the limitations of that tool), relevant U.S. Census Bureau mapping resources available to the public, the List of Military Installations and other U.S. Government Sites in Appendix A to Part 802, and whether the transaction may be an excepted real estate transaction under 31 C.F.R. Sec. 802.216. |
| English Translations | For any documents written in a foreign language, a certified English translation must be submitted. See 31 C.F.R. Sec. 800.801(b) and 31 C.F.R. Sec. 802.801(b). |
In addition to the information required for a declaration or notice to be deemed complete under the regulations, CFIUS often requests documents and information relevant to its review of the effects of the transaction on the national security of the United States prior to the start of an assessment or review period. Where applicable, parties are encouraged to provide this information as early as possible in order to facilitate an efficient and thorough review. Providing these materials with the initial filing can often reduce follow-up information requests from CFIUS once the declaration or notice is under assessment or review by the Committee and support a more streamlined process. Please see below for an illustrative list of frequently requested information that is helpful for CFIUS’s review but is not currently required by the regulations.
| Type of Information | Comments |
|---|---|
| Pro Forma Capitalization Tables | Especially useful for early-stage or minority investments because they provide a more complete picture of ownership changes resulting from the transaction. |
| Transaction Step Plans | Helpful for complex transactions and reorganizations; narrative descriptions and annotated organizational charts can clarify each step and resulting economic and voting interests. |
| Foreign Acquirer Governance Documents | CFIUS often requests complete and up-to-date copies of all foreign acquirer governance documents to assist in its reviews of transactions. For any documents written in a foreign language, a certified English translation must be submitted. See 31 C.F.R. Sec. 800.801(b) and 31 C.F.R. Sec. 802.801(b). CFIUS may also ask questions about applicable foreign corporate law, particularly in situations where the governance document of a foreign acquirer references a foreign statute. |
| U.S. Business Governance Documents | Pre- and post-transaction governance documents can be especially helpful for assessing transaction and governance structures in minority investments. |
| Marketing Materials or Investor Pitch Decks | CFIUS often requests decks or similar presentation materials shared with the foreign acquirer, as well as timelines of pre-transaction engagement. |
| Transaction History | CFIUS often asks how the transaction originated, which party first contacted the other, and the timeline of discussions that led to the deal. |
| Detailed Limited Partner Information | CFIUS may request follow-up information with respect to all foreign investors involved directly or indirectly, including limited partners, jurisdiction of organization, ownership, and governance or contractual rights. |
| Most Recent Financials | CFIUS often requests the most up-to-date financial statements from transaction parties (including balance sheet, income statement, and statement of cash flows, or the equivalent statements). |
These best practices provide guidance to consider when formatting organizational charts for submission to CFIUS. They are intended only as general information to assist parties submitting information to CFIUS. Transaction parties must comply with the filing requirements as set forth in applicable legal authorities, which can be found on the Laws and Guidance page. These formatting suggestions are provided for informational purposes only and should not be construed to alter the meaning of the text of any applicable law. In the event of any perceived conflict or inconsistency between this guidance and any applicable law, applicable law controls to the extent of such conflict or inconsistency.
- Each chart is clearly labeled, for example, “[Foreign Person] Pre-Transaction Organizational Chart”.
- For entities and individuals, full legal names are used. If using acronyms, all acronyms are defined either within the chart or in an accompanying legend.
- For individuals, in addition to full name, the nationality or nationalities of the individual are included.
- The principal place of business and place of incorporation are labeled for each entity displayed in the chart.
- For non-publicly traded entities, economic and voting interests are clearly labeled and total 100 percent.
- For publicly traded entities, the collective interest held by all shareholders that individually hold less than five percent is clearly indicated.
- A legend defining acronyms, colors, shapes, and line types is included where relevant.
- If an organizational chart continues to another page or exhibit, a reference to that page or exhibit is included.
- The direction of ownership reads from top to bottom.
- Fonts are legible.
Click here for examples of CFIUS organizational charts that implement these best practices.
CFIUS’s real estate jurisdiction is focused on transactions that are located within or in proximity to specific airports, maritime ports, or military installations and that meet other criteria under the regulations at 31 C.F.R. Part 802. The relevant military installations are listed by name and location in appendix A to the regulations, and the relevant airports and maritime ports are identified in the regulations and contained on lists published by the Department of Transportation.
Military Installations
- Military installations primarily located onshore are listed in parts 1 through 3 of appendix A of the regulations. The CFIUS Part 802 Geographic Reference Tool may be a helpful resource to locate specific real estate in relation to these military installations. This mapping tool allows users to input an address and determine the distance to certain military installations. This tool was developed to assist the public and is provided for reference only; it should not be interpreted as guidance or an advisory opinion by CFIUS with respect to any particular transaction.
- CFIUS Part 802 Geographic Reference Tool (Version 2). This version of the tool reflects data from the most recent Census (2020), including designated urban areas. It also reflects the list of military installations as updated in the November 2024 final rule amending part 802.
- CFIUS Part 802 Geographic Reference Tool (Version 1). This version of the tool is a historical resource that reflects data from the 2010 Census.
- Military installations primarily located offshore are listed in part 4 of appendix A of the regulations. The Marine Cadastre National Viewer may be a helpful resource (see Military Operating Area Boundaries layer).
Covered Ports
Relevant lists of airports and maritime ports identified in the regulations are referenced below:
- Large Hub Airports. Note: See file “Enplanements at All Commercial Service Airports (by Rank)” (large hub airports are identified with an “L” under the column heading “Hub”)
- All-Cargo Airports >1.24 Billion Pounds. Note: See file under “All-Cargo Airports by Landed Weight” and the column heading for “Landed Weight (lbs.)”
- Joint-Use Airports. Lists military installations that allow civilian aircraft activity.
- Commercial Strategic Seaports. Lists seaports designated by the U.S. Maritime Administration and the Department of War to facilitate military deployments during national emergencies while minimizing disruption to commerce.
- Top 25 Tonnage, Container, and Dry Bulk Ports. The Bureau of Transportation Statistics (BTS) defines the top 25 U.S. ports across total tonnage, container traffic, and dry bulk tonnage.