CFIUS at a Glance

45+45

Review Days

Initial + investigation

Declaration Days

Short-form review

$5M

Penalty Risk

Per violation

~15%

Filing Rate

Deals with foreign buyers

What is a Covered Transaction?

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CFIUS reviews transactions that could result in foreign control of a US business or grant foreign persons access to sensitive information or technology.

Control Transactions

Acquisition of voting interest
Merger with US business
Asset purchase giving control
Change in investor rights
Long-term lease of facilities

Non-Control Investments (TID)

Board seat or observer rights
Access to material non-public info
Substantive decision involvement
Critical technology access
Sensitive personal data access

TID US Business Categories

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TID businesses face stricter CFIUS scrutiny

TID stands for Technology, Infrastructure, and Data. These categories receive enhanced review.

Critical Technology

Defense articles (ITAR controlled)
Export controlled items (EAR)
Nuclear equipment (10 CFR Part 110)
Select agents and toxins
Emerging/foundational tech

Critical Infrastructure

Telecommunications systems
Energy/power infrastructure
Water treatment facilities
Transportation systems
Financial infrastructure

Sensitive Personal Data

Data on 1M+ US persons
Genetic data on any amount
Financial data
Health records
Geolocation data

When is Filing Mandatory?

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Failure to file when required: Up to $5M penalty

Mandatory Filing Triggers

TID business + foreign government interest (25%+)
Critical technology requiring US govt authorization
Substantial interest by listed countries
Specific sectors designated by Treasury

Voluntary but Recommended

Government contractor status
Proximity to military installations
Prior CFIUS concerns in sector
High-risk investor country

Declaration vs. Full Notice

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Short-Form Declaration

5 pages maximum
30-day review period
Lower preparation cost
May request full notice
Good for low-risk transactions

Full Notice

Comprehensive filing
45-day initial review
+ 45-day investigation possible
Required for complex deals
Higher legal fees

CFIUS Review Timeline

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Declaration Path

Day 1: Declaration accepted
Day 1-30: Assessment period
Day 30: Response issued
Outcomes: Clear, request notice, or unable to conclude

Full Notice Path

Day 1-45: Initial review
Day 45: Clear or investigate
Day 46-90: Investigation (if needed)
Day 90+: Presidential review (rare)

Possible CFIUS Outcomes

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Positive Outcomes

No action letter (cleared)
Safe harbor granted
Mitigation agreement accepted

Negative Outcomes

Presidential block order
Forced divestiture
Transaction abandonment

Country of Origin Risk Factors

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China, Russia, Iran, North Korea face highest scrutiny

High Scrutiny Countries

China (PRC)
Russia
Iran
North Korea
Cuba, Venezuela, Syria

Lower Risk Indicators

NATO/Five Eyes countries
Japan, South Korea, Australia
EU member states
Countries with security agreements

Sector Sensitivity Analysis

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High Sensitivity

Semiconductors and AI
Aerospace and defense
Biotech and pharmaceuticals
Telecommunications
Cybersecurity

Lower Sensitivity

Retail and hospitality
Food and beverage
General manufacturing
Professional services
Real estate (non-sensitive locations)

Related attorney services

Sergei Tokmakov is a California attorney, State Bar of California No. 279869, licensed since 2011. He prepares and coordinates standard LLC and corporation formations in California, Delaware, and Wyoming. The attorney fee is $500 for a standard LLC formation and $750 for a standard corporation formation. Government filing fees and third-party costs are additional. Exact scope is confirmed in writing before work begins.

This page provides general information, not legal advice, and does not create an attorney-client relationship. Each engagement requires a conflict check and written confirmation of scope.