Parties that submit a declaration regarding a covered transaction to CFIUS must do so in accordance with the procedures under 31 C.F.R. Sec. 800.403. The declaration must include the information required under 31 C.F.R. Sec. 800.404.
Pre-Submission Consultations
CFIUS does not issue advisory opinions as to whether a transaction is a covered transaction or might raise national security concerns. CFIUS will not accept or review draft declarations.
Submitting a Declaration to CFIUS
Please reference subpart D of 31 C.F.R. part 800 for declarations-related guidance. All declarations must be submitted through the Case Management System (CMS) portal. Parties may not simply defer all responses to attachments when submitting a declaration through the CMS. Treasury may reject a declaration submitted through the CMS that only references attachments. To learn more about the system, see the Case Management System page.
Declaration Timetable
Upon receipt of a declaration submitted pursuant to 31 C.F.R. Sec. 800.403, the Staff Chairperson will promptly inspect the declaration for completeness. Upon determining that the declaration meets all requirements under 31 C.F.R. Sec. 800.404 and therefore is complete, the Staff Chairperson will accept the declaration and circulate it to all CFIUS agencies. Upon accepting a declaration, the Staff Chairperson will promptly notify the parties in writing of the date that the assessment period started. This assessment period ends no later than the 30th day after it has commenced, or if the 30th day is not a business day, no later than the next business day after the 30th day.
Throughout the declaration assessment period, parties must respond to requests for information within two business days of the request or within a longer time frame if the parties request one in writing and the Staff Chairperson grants that request in writing.
Certifications
Each party to a transaction submitting a declaration must provide, via the Case Management System, a certification of the information contained in the declaration consistent with 31 C.F.R. Sec. 800.204. The certification must be signed by the chief executive officer or other duly authorized designee of each party to a transaction filing a declaration.
If the Committee notifies the parties to a transaction that have submitted a declaration pursuant to 31 C.F.R. Sec. 800.401 or 31 C.F.R. Sec. 800.402 that the Committee intends to conclude all action under section 721 with respect to that transaction, each party that has submitted additional information subsequent to the original declaration must file a certification as described in 31 C.F.R. Sec. 800.204 via the Case Management System.
Sample certifications:
Declarations inquiries can be sent to CFIUS.declarations@treasury.gov.
Parties to a transaction that choose to file notice of the transaction with CFIUS must do so in accordance with the procedures under 31 C.F.R. Sec. 800.501. The notice must include the information required under 31 C.F.R. Sec. 800.502.
Pre-Notice Consultations and Draft Notices
CFIUS does not issue advisory opinions as to whether a transaction might raise national security concerns or be considered a covered transaction subject to review. Parties to a transaction are encouraged to consult with CFIUS in advance of filing a notice and to file with CFIUS a draft notice or other appropriate documents describing the transaction. These steps aid the Committee’s understanding of the transaction and provide an opportunity for the Committee to request additional information to be included in the formal notice.
Any such pre-notice consultation should take place, or any draft notice should be provided, at least five business days before the filing of a voluntary notice. All information and documentary material submitted or filed with the Committee as part of pre-notice consultations is accorded confidential treatment under 31 C.F.R. Sec. 800.802.
Filing a Notice
All notices, including draft notices, must be filed via the Case Management System online portal. Parties may not simply defer most or all responses to attachments when filing a notice through the Case Management System. Treasury may request the refiling of a notice that only references attachments.
Required contents of a notice are specified at 31 C.F.R. Sec. 800.502. CFIUS supports efforts to help protect the security of sensitive data filed with CFIUS. Information submitted to CFIUS through the Case Management System portal is automatically encrypted.
Notice Timetable
See the CFIUS Overview page for a detailed description of the notice timetable.
Certifications
Parties to a transaction that file a voluntary notice with CFIUS are required in every case to provide two types of certifications: a certification at the time of filing that covers the contents of the voluntary notice under 31 C.F.R. Sec. 800.502(l), and a certification at the conclusion of a review or investigation that covers all additional information filed subsequent to the original notice under 31 C.F.R. Sec. 800.502(m).
The final certification will be requested several days before the end of the review or investigation and should be submitted through the Case Management System portal at least one or two days before the anticipated closing date of the review or investigation. CFIUS cannot conclude action without the certification, and failure to provide a final certification by Day 45 of the review or Day 45 of the investigation is grounds for rejection of the notice.
Sample certifications for FIRRMA-regulation transactions:
Sample certifications for pre-FIRRMA transactions:
- Template for Certification to Accompany Notice (Pre-FIRRMA)
- Template for Final Certification (Pre-FIRRMA)
Fees
Filing fees apply to formal written notices and must be made through Pay.gov in accordance with the corresponding payment instructions. For more information, visit the CFIUS Filing Fees page.
Parties that submit a declaration regarding a real estate transaction to CFIUS must do so in accordance with the procedures under 31 C.F.R. Sec. 802.401. The declaration must include the information required under 31 C.F.R. Sec. 802.402.
Pre-Submission Consultations
CFIUS does not issue advisory opinions as to whether a transaction is a covered real estate transaction or might raise national security concerns. CFIUS will not accept or review draft declarations.
Submitting a Declaration to CFIUS
All real estate declarations must be submitted through the Case Management System portal. Parties may not simply defer all responses to attachments when submitting a declaration through the CMS. Treasury may reject a declaration that only references attachments.
CFIUS Declarations Timetable
Upon receipt of a declaration submitted pursuant to 31 C.F.R. Sec. 802.401, the Staff Chairperson will promptly inspect the declaration for completeness. Upon determining that the declaration meets all requirements under 31 C.F.R. Sec. 802.402 and therefore is complete, the Staff Chairperson will accept the declaration and circulate it to all CFIUS agencies. Upon accepting a declaration, the Staff Chairperson will promptly notify the parties in writing of the date that the assessment period started. This assessment period ends no later than the 30th day after it has commenced, or if the 30th day is not a business day, no later than the next business day after the 30th day.
Throughout the declaration assessment period, parties must respond to requests for information within two business days of the request or within a longer time frame if the parties request one in writing and the Staff Chairperson grants that request in writing.
Certifications
Each party to a transaction submitting a declaration must provide, via the Case Management System portal, a certification of the information contained in the declaration consistent with 31 C.F.R. Sec. 802.202.
Sample certifications:
Parties to a transaction that choose to file a notice of the transaction with CFIUS must do so in accordance with the procedures under 31 C.F.R. Sec. 802.501.
Pre-Notice Consultations and Draft Notices
CFIUS does not issue advisory opinions as to whether a transaction might raise national security concerns or be considered a covered real estate transaction subject to review. Parties are encouraged to consult with CFIUS in advance of filing a notice and to file with CFIUS a draft notice or other appropriate documents describing the transaction. Such steps aid the Committee’s understanding of the transaction and provide an opportunity for the Committee to request that additional information be included in the formal notice.
Any such pre-notice consultation should take place, or any draft notice should be provided, at least five business days before the filing of a voluntary notice. All information and documentary material provided to the Committee as part of pre-notice consultations is accorded confidential treatment pursuant to 31 C.F.R. Sec. 802.802.
Filing a Notice with CFIUS
All real estate notices, including draft notices, must be filed via the Case Management System online portal. Parties may not simply defer all responses to attachments when filing a notice through the CMS. Treasury may request the refiling of a notice that only references attachments.
Required contents of a notice are specified at 31 C.F.R. Sec. 802.502. CFIUS supports efforts to help protect the security of sensitive data filed with CFIUS. Information submitted through the Case Management System is automatically encrypted.
Notice Timetable
See the CFIUS Overview page for a detailed description of the notice process.
Certifications
Parties to a transaction that file a voluntary notice with CFIUS are required in every case to provide two types of certifications: a certification at the time of filing that covers the contents of the voluntary notice under 31 C.F.R. Sec. 802.502(h), and a certification at the conclusion of a review or investigation covering all additional information filed subsequent to the original notice under 31 C.F.R. Sec. 802.502(l).
Sample certifications:
Fees
Filing fees apply to formal written notices and must be made through Pay.gov in accordance with the corresponding payment instructions. For more information, visit the CFIUS Filing Fees page.