Parties to a transaction are encouraged to consult with CFIUS before they file a declaration or draft notice and other accompanying documents describing the transaction, especially if the parties have specific clarifying questions about the CFIUS process or believe the Committee would benefit from additional context regarding a given transaction. These pre-filing consultations can enhance the Committee’s understanding of the transaction and may provide an opportunity for the Committee to request that parties include additional information in the declaration or formal notice that may be relevant to CFIUS’s review of the effects of the transaction on the national security of the United States. CFIUS does not issue advisory opinions, including as to whether a transaction might raise national security concerns, whether it may constitute a covered transaction or a covered real estate transaction under 31 C.F.R. Parts 800 or 802, or whether it may require the submission of a mandatory filing under 31 C.F.R. Sec. 800.401.
Parties may engage with the Committee for pre-filing consultations at any time in the process of preparing a transaction and related filing, but such pre-filing consultations should take place at least five (5) business days before the filing of a declaration or draft notice. Any information or documentary material submitted or filed with the Committee as part of a pre-filing consultation will be accorded confidential treatment under Section 721(c) of the Defense Production Act of 1950, as amended.
Consult with Us
Parties may use CFIUS’s pre-filing consultations portal below to ask a question about CFIUS, discuss a specific transaction or preview a future CFIUS filing, or make other inquiries, and provide relevant information to engage with the Committee.
The Committee endeavors to respond to bona fide requests for a pre-filing consultation in a timely manner, subject to the availability of staff resources to manage the volume of such requests at any given time, and may choose to prioritize certain requests in order to more effectively carry out its statutory responsibilities.
The pre-filing consultations portal should not be used to submit tips or referrals about transactions to which the submitter is not a party (or the representative of a party), or to submit voluntary self-disclosures. Members of the public may contact Treasury with any such tips, referrals, or voluntary self-disclosures at CFIUS.Tips@treasury.gov or by visiting the CFIUS Tips page. Parties submitting pre-filing consultation requests will be asked to acknowledge that:
- CFIUS does not provide advisory opinions and any feedback offered by CFIUS staff in response to this consultation request is non-binding and does not impose any obligations on, or limit any rights of, any of CFIUS, the U.S. Department of the Treasury, or the U.S. Government; and
- Any tips, referrals, or voluntary self-disclosures should be sent to CFIUS.tips@treasury.gov rather than submitted through the pre-filing consultations portal.
Filing Requirements
Parties to a transaction that file a declaration or notice of that transaction with CFIUS must do so in accordance with the procedures under 31 C.F.R. Secs. 800.403 and 800.501, respectively. Certain transactions involving real estate are subject to the regulations in 31 C.F.R. Part 802, and parties to a real estate transaction that file a declaration or notice of that real estate transaction with CFIUS must do so in accordance with procedures under 31 C.F.R. Secs. 802.401 and 802.501, respectively.
In order for a declaration or notice filed with CFIUS to be considered complete, three criteria must be satisfied:
- 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. Secs. 802.402 and 802.502 apply to declarations and notices, respectively);
- For notices, any filing fee required under 31 C.F.R. Part 800 Subpart K (for real estate transactions: 31 C.F.R. Part 802 Subpart K) must be deposited with the U.S. Department of the Treasury; and
- Each party must submit, via the Case Management System, a signed certification of the information contained in the declaration or notice consistent with the requirements under 31 C.F.R. Sec. 800.204 (for real estate transactions: 31 C.F.R. Sec. 802.202).