CFIUS Frequently Asked Questions

These questions and answers highlight key issues and topics related to the procedures and 

practices of CFIUS. They are intended only as general information to assist parties that have

submitted or may in the future submit transactions to CFIUS for assessment or review. 

Transaction parties must comply with the full legal requirements concerning foreign investment 

into the United States as set forth in applicable statutes, Executive Orders, and implementing 

regulations, which can be found here. 

Table of Contents

I. General Information on CFIUS Reviews

1. What are the most common reasons for notices being determined to be incomplete?

2. What steps can be taken with respect to information required by 31 C.F.R. § 800.502 to 

further facilitate CFIUS review?

3. Even if not required under 31 C.F.R. § 800.404, is there additional information about 

items subject to the EAR that parties should consider providing? 

4. What steps, though not required for a notice to be determined complete, may facilitate 

CFIUS’s review?

5. How can parties accurately and completely report all classified contracts as required by 

31 C.F.R. § 800.502(c)(3)(iii)?

6. Will Day 1 of the 45-day review period be the day after I submit the notice?

7. Are parties required to pay a filing fee? 

II. Background Information on FIRRMA 

1. What is FIRRMA? 

2. Why was FIRRMA necessary? 

3. Does CFIUS focus solely on national security? Does FIRRMA expand CFIUS’s ability 

to address risks beyond national security to include economic issues? 

4. To whom does the new legislation apply? Is it country-specific? 

5. How does FIRRMA affect investment from countries that are allies and partners of the 

United States? 

6. Is the United States still open to foreign investment? 

7. Can foreign investors still invest in the United States’ technology industry? 

8. Did FIRRMA change CFIUS’s timeline for reviews? 

9. Did FIRRMA change CFIUS’s timeline for investigations? 

10. Are stipulations accepted? What is the effect of a stipulation? 

III. Post-FIRRMA Regulations

A. General

1. Why did the Department of the Treasury issue the FIRRMA regulations? 

2. When did the FIRRMA regulations become effective? 
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3. How do the regulations support the United States’ policy of being open to foreign 

investment? 

4. How do the final FIRRMA regulations differ from the proposed regulations issued in 

September 2019? 

5. Does Treasury anticipate that it will make additional revisions to the regulations in the 

future or issue other rules? 

B. Control Transactions

1. Do the FIRRMA regulations change CFIUS’s jurisdiction over transactions that could 

result in control of a U.S. business by a foreign person? 

C. Country Specification

1. Do the regulations treat investors from certain countries differently? 

2. How did Treasury determine the eligible foreign states under the regulations? Will the 

list be revised in the future? 

3. How long does an “excepted foreign state” and “excepted real estate foreign state” have 

to meet the factors that the Committee will consider when making a determination 

regarding an eligible foreign state’s national security-based foreign investment review 

processes and bilateral cooperation? 

4. What factors will CFIUS consider in making a determination regarding an eligible 

foreign state’s national security-based foreign investment review processes and bilateral 

cooperation with the United States on national security-based investment review? 

5. Does every foreign person based in an “excepted foreign state” or “excepted real estate 

foreign state” qualify as an “excepted investor” or “excepted real estate investor” as 

applicable? 

6. Are “excepted investors” subject to CFIUS jurisdiction for control transactions? 

D. Sensitive Personal Data

1. Is personally identifiable information (PII) the same as sensitive personal data under the 

regulations?

E. Declarations

1. For what type of transactions can parties submit a declaration? 

2. How do the regulations address the pilot program on critical technologies that became 

effective in November 2018? 

F. Real Estate

1. In what locations are real estate transactions covered by the regulations on real estate? 

2. Will the Department of the Treasury publish a tool to help the public interpret the scope 

of the new real estate regulations? 
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3. Are all real estate transactions covered if they fall within the specific geographic areas 

described in the regulations? 

4. Do the regulations cover the sale or lease of residential property? 

5. Are all real estate transactions in urbanized areas excluded from the regulations? 

6. Where can I find more information on urbanized areas and urban clusters? 

7. Is there a mandatory notification requirement for real estate transactions? 

IV. Case Management System

A. General

1. Why did CFIUS implement the CMS? 

B. Using the CMS

1. How will I know that my submission of information to CFIUS through the CMS was 

successful?

2. What should I do if I have a question regarding the CMS? 

3. Do I submit responses to CFIUS information requests through the CMS? 

4. Do I need to submit draft notices through the CMS? 

5. How is a filing fee submitted with a notice through the CMS? 

6. Is an ID.me account needed to submit a filing fee?

7. How will I know if my submission of a filing fee is successful? 

8. What should I do if the payment status says “Payment Failed”? 

C. Uploading Information Through the CMS

1. How do restricted uploads work? 

2. Are there limits on file sizes?

3. Can I upload a document instead of filling out a portion of the web form? 

4. What file formats can the CMS accept? 

5. Will CFIUS begin to review the information saved in the form before it is submitted?

D. Party Administration

1. What is a Filing Admin? 

2. What is a Payor? 

3. How do I remove someone from a filing in the CMS? 

E. Pre-FIRRMA Transactions

1. Certain aspects of my transaction occurred prior to February 13, 2020, according to the 

applicability rule at 31 C.F.R. §§ 800.104 or 802.104. Do I need to submit information to 

CFIUS through the CMS? 
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Definitions and Common Acronyms in These FAQs 

CFIUS or the Committee: Committee on Foreign Investment in the United States

CMS: Case Management System

EAR: Export Administration Regulations

FIRRMA: Foreign Investment Risk Review Modernization Act of 2018

FINSA: Foreign Investment & National Security Act of 2007

ITAR: International Traffic in Arms Regulations

NISPOM: National Industrial Security Program Operating Manual 

Section 721: Section 721 of the Defense Production Act of 1950, as amended

I. General Information on CFIUS Reviews

1. What are the most common reasons for notices being determined to be incomplete?

Notices are determined to be incomplete for multiple reasons, commonly including:

• Unclear description of business lines – the notice must provide a clear and detailed 

account of each company’s products and services;

• Unclear description of the transaction – the notice must clearly describe all entities 

involved in the transaction and the nature and structure of the transaction;

• Absence of geographic location(s) of the U.S. business – the notice must clearly 

describe the U.S. business with addresses and/or geographic coordinates for all U.S. 

properties and facilities; and

• Absence of a certification – all notices must be certified correctly (in accordance with 

the certification template at the Committee’s section of the Department of the 

Treasury website and 31 C.F.R. §§ 800.204 or 802.202) to be deemed complete.

2. What steps can be taken with respect to information required by 31 C.F.R. § 

800.502 to further facilitate CFIUS review?

Suggestions include:

• Sections 800.502(c)(1)(iii) and (v) require submission of information related to the 

foreign person and its parents. CFIUS’s review would be aided if the notice identifies 

whether the actual party in interest is the party to the transaction or one of the parents 

of the party to the transaction. CFIUS does not consider special purpose vehicles, 

wholly-owned subsidiaries established for the sole purpose of the transaction, or other 

shell companies to be the actual parties in interest in a transaction.
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• Sections 800.502(c)(3)(iii) and (iv) require information regarding certain U.S. 

Government contracts. Parties are advised to update and verify U.S. Government 

contact information for the contracting officials of such contracts. Private sector 

entities not party to the notice are not acceptable points-of-contact for contracts in 

question.

3. Even if not required under 31 C.F.R. § 800.404, is there additional information 

about items subject to the EAR that parties should consider providing? 

Pursuant to the regulations at 31 C.F.R. part 800, a declaration must include a statement as to 

whether the U.S. business produces, designs, tests, manufactures, fabricates, or develops one 

or more “critical technologies,” a term defined at 31 C.F.R. § 800.215 to include, inter alia, 

certain items controlled under the EAR. If applicable, the declaration must also include a 

description of each such critical technology and the Export Control Classification Numbers 

(ECCN). 

Note that some items may be listed on the Commerce Control List (CCL), but are not critical 

technologies under the CFIUS definition. While not required, parties may include 

information about such items as part of the declaration submission. Parties may also state 

whether the items that the U.S. business produces, designs, tests, manufactures, fabricates, or 

develops are designated as EAR99. Inclusion of this information may avoid the need for the 

Committee to pose follow-up questions on these items during the assessment period and may 

facilitate a more efficient process.

4. What steps, though not required for a notice to be determined complete, may 

facilitate CFIUS’s review?

CFIUS has found it very helpful in the past for transaction parties to provide the following 

additional information, even if the activity is not the primary focus of their commercial 

operations. CFIUS often requests this information after a voluntary notice has been accepted 

if it was not included in the initial filing. 

a. Cyber systems, products, services: Identify whether the U.S. business that is the 

subject of the transaction develops or provides cyber systems, products, or services, 

including: 

i. Business systems used to manage or support common business processes and 

operations (for example, enterprise resource planning, e-commerce, email, and 

database systems); control systems used to monitor, assess, and control 

sensitive processes and physical functions (for example, supervisory control, 

data acquisition, and process and distributed control systems); safety, security, 

support, and other specialty systems (for example, fire, intrusion detection, 

access control, people mover, and heating, ventilating, and air conditioning 

systems); or

ii. Telecommunications and/or Internet or similar systems, products or services.
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b. Natural resources: Identify whether the U.S. business that is the subject of the 

transaction processes natural resources and material or produces and transports 

energy, and the amount processed, produced, or transported annually.

It may also be useful to discuss the business rationale for the transaction in the notice.

Lastly, CFIUS’s regulations require parties to provide information regarding any other 

applicable national security-related regulatory authorities, such as the ITAR, EAR, and 

NISPOM. Some of the regulatory review processes under these authorities may have longer 

deadlines than the CFIUS process, and parties to transactions affected by these other reviews 

may wish to start or complete these processes prior to submitting a voluntary notice to 

CFIUS under Section 721.

5. How can parties accurately and completely report all classified contracts as 

required by 31 C.F.R. § 800.502(c)(3)(iii)?

The notice should identify all classified contracts, subcontracts, purchase orders, lease 

agreements, service agreements, etc. (“classified contracts”), that contain a “Security 

Requirements Clause” (FAR 52.204-2 or similar clause) or include a Contract Security 

Classification Specification (DD Form 254). The clause identifies the contract as involving 

classified information, and the DD Form 254 provides classification guidance. Therefore, 

parties should report each contract that contains a Security Requirements Clause, has a DD 

Form 254, requires or will require access to classified information by a contractor or its 

personnel in the performance of the contract, or requires the contractor or its personnel to 

have security clearances. Note that a contract may be a classified contract (in that the nature 

of the subject goods or services to be performed under the contract are classified) even 

though the contract document itself is not classified.

6. Will Day 1 of the 45-day review period be the day after I submit the notice?

Pursuant to 31 C.F.R. §§ 800.503 and 802.503, “Day 1” is the date on which the Staff 

Chairperson accepts a voluntary notice, which occurs the next business day after the Staff 

Chairperson has: (1) determined that the notice complies with § 800.502 (or § 802.502, as 

applicable); confirmed that the applicable filing fee has been received, or waived; and (3) 

disseminated the notice to all members of the Committee. The time that it takes for the Staff 

Chairperson to accept a voluntary notice after it has been submitted by the parties depends 

upon a variety of factors, including the notice itself and whether parties have submitted a 

draft notice before submitting the formal notice. 

7. Are parties required to pay a filing fee? 

Voluntary notices filed with the Committee generally require payment of a filing fee. 

Declarations do not require payment of a filing fee. See the CFIUS Filing Fees page for 

more information.

II. Background Information on FIRRMA 
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1. What is FIRRMA? 

On August 13, 2018, the President signed into law the Foreign Investment Risk Review 

Modernization Act of 2018, or FIRRMA. FIRRMA strengthens and modernizes CFIUS, a 

multi-agency government body chaired by the Secretary of the Treasury that reviews foreign 

investment for national security considerations. 

2. Why was FIRRMA necessary? 

By modernizing CFIUS, FIRRMA strengthens the government’s ability to protect national 

security while preserving the longstanding open investment policy of the United States. At 

its core, FIRRMA expands the scope of transactions reviewable by CFIUS to address more 

effectively current national security concerns. CFIUS was last updated more than a decade 

prior to FIRRMA’s enactment and its jurisdiction had remained unchanged in the 30 years 

since Congress passed the Exon-Florio Amendment, which created Section 721 of the 

Defense Production Act of 1950, the statutory cornerstone of CFIUS. Both the nature of 

foreign investments in the United States and the national security landscape have shifted 

significantly since then. 

3. Does CFIUS focus solely on national security? Does FIRRMA expand CFIUS’s 

ability to address risks beyond national security to include economic issues? 

CFIUS remains focused exclusively on national security. CFIUS examines the effects of a 

transaction and assesses the impact of those effects on the national security of the United 

States. Section 721, as amended by FIRRMA, helps CFIUS protect our national security 

from emerging risks.

4. To whom does the new legislation apply? Is it country-specific? 

Like prior CFIUS legislation, FIRRMA does not single out investors from any specific 

country. CFIUS’s authorities may be applied to address the national security risks posed by 

foreign investment in the United States, regardless of where the investment originates.

Investors from certain countries may qualify as “excepted investors” based on whether they 

meet specified criteria in the CFIUS regulations. Meeting these criteria may exempt certain 

investors from CFIUS jurisdiction over certain transactions, or from mandatory filing 

requirements. For further information, refer to the Excepted Foreign States page. 

5. How does FIRRMA affect investment from countries that are allies and partners of 

the United States? 

The United States has a longstanding open investment policy, and we maintain strong 

relationships with our allies and partners on investment. FIRRMA strengthens these 

relationships by enabling the United States to work more closely with allies and partners on 

national security issues related to foreign investment. This enhances confidence in 

investments made by those allies and partners in the United States now and in the future. 
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6. Is the United States still open to foreign investment? 

The United States welcomes foreign investment and is the best place to invest worldwide due 

to its strong economic growth policies, innovation ecosystem, and highly developed market. 

The CFIUS process, as modernized and strengthened by FIRRMA, enhances confidence in 

the nation’s longstanding open investment policy by continuing to restrict only those foreign 

investments that pose national security concerns. 

7. Can foreign investors still invest in the United States’ technology industry? 

The United States welcomes foreign investment in the technology industry and maintains a 

strong commitment to the rule of law and the protection of intellectual property. The United 

States provides unique opportunities to tap into advanced research and innovation and a 

skilled workforce. Pursuant to Section 721, as amended by FIRRMA, CFIUS will continue 

to assess on a case-by-case basis whether a particular transaction (regardless of industry) 

poses a risk to U.S. national security.

8. Did FIRRMA change CFIUS’s timeline for reviews? 

Yes. The timeline for CFIUS reviews changed upon enactment of FIRRMA. The review 

period for any notice accepted after FIRRMA became effective is a maximum of 45 days, 

rather than 30 days. If an investigation is required, it will commence no later than the end of 

the 45-day review period prescribed by FIRRMA.

9. Did FIRRMA change CFIUS’s timeline for investigations? 

Yes. The timeline for investigations has been updated to allow the Secretary of the Treasury 

to grant one 15-day extension (i.e., extending investigations from 45 to 60 days) in 

“extraordinary circumstances.” 

10. Are stipulations accepted? What is the effect of a stipulation? 

Yes. In general, a stipulation could expedite review and action by CFIUS because it may 

streamline certain aspects of CFIUS’s review. It may also result in fewer follow-up 

questions from the Committee. Parties submitting a stipulation should be aware that the 

Committee and the President are entitled to rely on such stipulation in determining whether 

the transaction is covered under the relevant regulations and/or a foreign governmentcontrolled transaction; parties making a stipulation waive the right to challenge any such 

determination. Additionally, neither the Committee nor the President is bound by any such 

stipulation, nor does any such stipulation limit the ability of the Committee or the President 

to act on any authority provided under Section 721 with respect to any covered transaction.

III. Post-FIRRMA Regulations

A. General
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1. Why did the Department of the Treasury issue the FIRRMA regulations? 

The rules published in the Federal Register in 2020 finalize the regulations relating to 

FIRRMA. The Department of the Treasury previously published proposed versions of the 

regulations, on which it received comments from the public. The regulations implement 

changes that FIRRMA made to CFIUS’s jurisdiction and review process. For more 

information on the implementing regulations, refer to the CFIUS Laws and Guidance page. 

2. When did the FIRRMA regulations become effective? 

Final regulations implementing FIRRMA took effect on February 13, 2020. Regulations 

implementing a CFIUS filing fee took effect on May 1, 2020. A revision to the regulations 

concerning mandatory declarations was made effective October 15, 2020. Additional 

information on CFIUS’s legal authorities and regulations can be found on the CFIUS Laws 

and Guidance page.

3. How do the regulations support the United States’ policy of being open to foreign 

investment? 

The specificity provided in the regulations gives clarity to the business and investment 

communities with respect to the types of transactions that are covered by the Committee’s 

new authority under FIRRMA. The CFIUS process, as modernized and strengthened by 

FIRRMA and these regulations, should enhance confidence in the nation’s longstanding open 

investment policy.

4. How do the final FIRRMA regulations differ from the proposed regulations issued 

in September 2019? 

The Department of the Treasury published proposed versions of the regulations in September 

2019 and received comments from the public. Treasury made a number of revisions in 

response to the comments submitted during the comment period. The preambles to the final 

rules summarize these changes.

In response to written comments, the final rules update a number of provisions including by: 

• adding a definition for “principal place of business;”

• modifying certain criteria to qualify as an “excepted investor;”

• clarifying the application of the “incremental acquisition rule;” 

• adjusting the treatment of genetic data within the definition of “sensitive personal 

data;” 

• refining the application to investment funds, including by amending the definition of 

“substantial interest;” 

• modifying the exceptions for certain real estate transactions in airports and maritime 

ports; and 

• refining the geographic coverage relating to certain military installations on appendix 

A to the real estate regulations.
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The rules also include a number of additional illustrative examples and provide clarifying 

edits in the text of the provisions. Finally, the rule amending the part 800 regulations 

incorporates many of the provisions of the pilot program regarding critical technologies 

(published in October 2018), including the mandatory declaration requirement for certain 

covered transactions involving certain U.S. businesses that produce, design, test, 

manufacture, fabricate, or develop one or more critical technologies. The mandatory 

declaration requirement for certain critical technology related transactions was further 

revised by regulations effective October 15, 2020. 

5. Does Treasury anticipate that it will make additional revisions to the regulations in 

the future or issue other rules? 

Given the specificity of certain provisions of the rule, Treasury anticipates that it will 

periodically review, and when necessary amend, the regulations to address changes in 

technology and data use, as well as the evolving national security landscape more generally. 

B. Control Transactions

1. Do the FIRRMA regulations change CFIUS’s jurisdiction over transactions that 

could result in control of a U.S. business by a foreign person? 

No. CFIUS maintains its authority to review the potential national security effects of any 

transaction that could result in foreign control of any U.S. business. The regulations expand 

CFIUS’s jurisdiction over certain “non-controlling” transactions and certain real estate 

transactions.

C. Country Specification

1. Do the regulations treat investors from certain countries differently? 

FIRRMA does not prohibit investments from any country, and investments from all foreign 

persons remain subject to CFIUS jurisdiction over transactions that could result in foreign 

control of a U.S. business. As required by FIRRMA, however, the regulations limit the 

application of CFIUS’s jurisdiction over non-controlling “covered investments” and certain 

real estate transactions by certain foreign persons, defined as “excepted investors,” from 

certain “excepted foreign states.” Any such eligible investor and foreign state must meet 

specific criteria to qualify for this status.

2. How did Treasury determine the eligible foreign states under the regulations? Will 

the list be revised in the future? 

CFIUS has identified Australia, Canada, and the United Kingdom as the initial excepted 

foreign states and excepted real estate foreign states. CFIUS identified these countries due to 

certain aspects of their robust intelligence-sharing and defense industrial base integration 

mechanisms with the United States. Because this is a new concept with potentially 
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significant implications for U.S. national security, CFIUS initially identified a limited 

number of foreign states and may expand the list in the future. 

3. How long does an “excepted foreign state” and “excepted real estate foreign state” 

have to meet the factors that the Committee will consider when making a 

determination regarding an eligible foreign state’s national security-based foreign 

investment review processes and bilateral cooperation? 

As detailed in the regulations, from February 13, 2020 to February 13, 2022, the countries 

identified as eligible foreign states are considered “excepted foreign states” and “excepted 

real estate foreign states.” In order for each of these countries to remain excepted after the 

end of the two-year delayed effectiveness period (i.e., February 13, 2022), the Committee 

must make a determination under 31 C.F.R. §§ 800.1001 or 802.1001, as applicable. This 

two-year period is intended to provide these initial eligible foreign states time to ensure that 

their national security-based foreign investment review processes and bilateral cooperation 

with the United States on national security-based investment review meet the requirements 

under 31 C.F.R. §§ 800.1001 and 802.1001. The Committee takes no position on whether 

the foreign states currently meet the determination factors discussed above.

4. What factors will CFIUS consider in making a determination regarding an eligible 

foreign state’s national security-based foreign investment review processes and 

bilateral cooperation with the United States on national security-based investment 

review? 

A list of factors posted here outlines what the Committee will consider when making a 

determination regarding an eligible foreign state’s national security-based foreign investment 

review processes and bilateral cooperation with the United States on national security-based 

investment reviews. 

5. Does every foreign person based in an “excepted foreign state” or “excepted real 

estate foreign state” qualify as an “excepted investor” or “excepted real estate 

investor” as applicable? 

Not necessarily. The regulations identify criteria that a foreign person must meet in order to 

qualify as an “excepted investor” or “excepted real estate investor” regarding, for example, 

its principal place of business, place of incorporation, and ownership. The regulations also 

identify criteria that would preclude a foreign person from qualifying as an excepted investor, 

such as non-compliance with the law.

6. Are “excepted investors” subject to CFIUS jurisdiction for control transactions? 

Yes. CFIUS retains the authority to review a transaction that could result in foreign control 

of any U.S. business, regardless of whether the foreign person is an “excepted investor.”

However, transactions involving excepted investors may be exempt from mandatory filing 

requirements under 31 C.F.R. § 800.401. 
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D. Sensitive Personal Data

1. Is personally identifiable information (PII) the same as sensitive personal data 

under the regulations?

“Sensitive personal data” is defined to include ten specified categories of data that may be 

maintained or collected by U.S. businesses. The categories of data include types of financial, 

geolocation, and health data, among others. Moreover, a U.S. business that maintains or 

collects these categories of data on U.S. citizens will only be considered to have sensitive 

personal data to the extent it (i) targets or tailors products or services to certain populations, 

including U.S. military members and employees of federal agencies with national security 

responsibilities, (ii) collects or maintains such data on at least one million individuals, or (iii) 

has a demonstrated business objective to maintain or collect such data on greater than one 

million individuals and such data is an integrated part of the U.S. business’s primary products 

or services. Genetic test information is also included in the definition regardless of whether 

it meets (i), (ii), or (iii).

E. Declarations

1. For what type of transactions can parties submit a declaration? 

The regulations provide a short-form declaration as an alternative to CFIUS’s traditional 

voluntary notice. Declarations allow parties to submit basic information regarding a 

transaction that should generally not exceed five pages in length. Parties use the CMS to file 

declarations with the Department of the Treasury. In certain circumstances filing a 

declaration for a transaction is mandatory. 

In particular, the regulations implement FIRRMA’s requirement that certain covered 

transactions where a foreign government is acquiring a “substantial interest” in specified 

types of U.S. businesses are subject to a mandatory declaration. Additionally, the regulations 

require the filing of a declaration for covered transactions involving certain U.S. businesses 

that produce, design, test, manufacture, fabricate, or develop one or more critical 

technologies. Parties may choose to file a notice instead of a declaration.

2. How do the regulations address the pilot program on critical technologies that 

became effective in November 2018? 

The pilot program on critical technologies was in effect through February 12, 2020. It will 

continue to apply only to transactions for which specified actions were taken on or after the 

effective date of the pilot program and prior to February 13, 2020. Generally speaking, 

transactions involving critical technologies that occurred on or after February 13, 2020 

should be analyzed under the regulations for part 800. 

The rule published for part 800 incorporates many of the provisions of the pilot program on 

critical technologies, including the mandatory filing requirement for certain covered 

transactions involving critical technologies. The regulations concerning mandatory 
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declarations for certain critical technology transactions were revised effective October 15, 

2020. Transaction parties should review the CFIUS regulations (including the applicability 

rule at 31 C.F.R. § 800.104) carefully to determine whether a transaction is subject to the 

mandatory declaration provisions. 

F. Real Estate

1. In what locations are real estate transactions covered by the regulations on real 

estate? 

The regulations on real estate are generally structured around specific sites—certain airports, 

maritime ports, and military installations—and specific geographic areas in and around those 

sites. Other facilities or properties of the U.S. Government may in the future be included in 

the list of sites identified in the rule.

2. Will the Department of the Treasury publish a tool to help the public interpret the 

scope of the new real estate regulations? 

The CFIUS Part 802 Geographic Reference Tool was developed as a resource to help the 

public locate specific real estate in relation to the military installations associated with the 

regulations at 31 C.F.R. part 802 and listed in appendix A (parts 1 to 3) of the rule. 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. 

Note that the mapping tool does not display the offshore areas identified in part 4 of appendix 

A to 31 C.F.R. part 802. Further, the tool does not display the covered ports (air and 

maritime ports) relevant to 31 C.F.R. part 802. Relevant information on the offshore areas 

and covered ports are available through other U.S. Government websites. Additional 

resources are available on the CFIUS Real Estate webpage.

3. Are all real estate transactions covered if they fall within the specific geographic 

areas described in the regulations? 

No. The regulations on real estate transactions exclude from CFIUS’s jurisdiction under 31 

C.F.R. part 802 certain transactions based on characteristics of the foreign person, the 

transaction, and the real estate. The regulations include a section on “excepted real estate 

transactions” and exclude the following, subject to certain conditions: 

• real estate transactions involving an excepted real estate investor; 

• real estate transactions that are part of a “covered transaction” under the part 800 

regulations (though such transaction may separately be subject to CFIUS’ jurisdiction 

under 31 C.F.R. part 800); 

• real estate transactions in an “urbanized area” or “urban cluster,” as defined by the 

Census Bureau, except those relating to “covered ports” and those in “close 

proximity” to certain military installations; 
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• the purchase, lease, or concession of a single “housing unit,” as defined by the Census 

Bureau; 

• the lease or concession of real estate in airports and maritime ports for the purpose of 

retail sales; 

• the lease or concession of real estate in airports and maritime ports involving a 

foreign air carrier with a security program accepted by the Transportation Security 

Administration; 

• the purchase, lease, or concession of certain commercial space in a multi-unit 

commercial building; and 

• transactions involving real estate owned by Alaska Natives or held in trust by the 

United States for certain native populations.

4. Do the regulations cover the sale or lease of residential property? 

FIRRMA excludes from CFIUS’s jurisdiction the purchase or lease by, or concession to, a 

foreign person of a single “housing unit,” as defined by the Census Bureau. Given that many 

single housing units are conveyed with adjoining land, the regulations on real estate also 

exclude any fixtures and adjacent land but only to the extent they are incidental to the 

intended use of the real estate as a housing unit. Fixtures and land may be considered 

incidental if their size and nature is common for similar single housing units in the locality in 

which the unit is located. If the incidental fixtures or land is not common for other similar 

housing units in the locality, the exception would apply only to the housing unit itself. 

5. Are all real estate transactions in urbanized areas excluded from the regulations? 

No, in certain locations, real estate transactions in urbanized areas are within the scope of the 

regulations. Specifically, transactions involving real estate that is in “close proximity” (one 

mile) to a military installation listed in part 1 or part 2 of appendix A to part 802 is covered, 

as is real estate that is, is located within, or will function as part of a “covered port.” 

6. Where can I find more information on urbanized areas and urban clusters? 

In addition to the CFIUS Part 802 Geographic Reference Tool referenced above, information 

on urbanized areas and urban clusters can be found on the Census Bureau Website, including 

though a Web-based system, TIGERweb, which allows users to select features such as 

urbanized areas and urban clusters, and view such attributes on a map. 

7. Is there a mandatory notification requirement for real estate transactions? 

No. The transactions described in the regulations on real estate are not subject to a 

mandatory declaration requirement. As a general matter, parties to a covered real estate 

transaction will decide whether to file a notice or submit a declaration to CFIUS.

IV. Case Management System

A. General
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1. Why did CFIUS implement the CMS? 

CFIUS implemented the CMS to allow parties to submit all transaction-related information 

through a single portal in a standard and secure manner. As of June 1, 2020, the CMS must 

be used to file any written notice or any declaration pursuant to 31 C.F.R. part 800 or 31 

C.F.R. part 802.

B. Using the CMS

1. How will I know that my submission of information to CFIUS through the CMS was 

successful?

After submitting information through the CMS, you will receive a confirmation email. 

Active cases will also display on the dashboard module for easier management and additional 

submission confirmation.

2. What should I do if I have a question regarding the CMS? 

Please first read the User Guide located here. If the User Guide does not address your issue, 

or if you are encountering technical issues, contact CFIUS.itsupport@treasury.gov. For 

technical issues related to ID.me, click here. For questions about the CFIUS process as it 

relates to the CMS or to provide feedback regarding the CMS, contact 

CFIUS.cms@treasury.gov.

3. Do I submit responses to CFIUS information requests through the CMS? 

Parties will receive an information request from CFIUS via an email from Treasury staff, 

sent via the CMS. To make requested edits to a filing please return to the CMS portal and 

edit your submission there. To submit responses to other requests for information, simply 

reply to the email from the CMS. If you wish to reply confidentially, remove the individuals 

from the cc line that you do not wish to share your response with.

4. Do I need to submit draft notices through the CMS? 

Yes. Parties should submit draft notices through the CMS portal. Submission of a draft 

notice aids the Committee’s understanding of the transaction and provides an opportunity for 

the Committee to request additional information to be included in the notice, if necessary.

5. How is a filing fee submitted with a notice through the CMS? 

Beginning on August 9, 2020, filing fees must be submitted through Pay.gov via the CMS 

portal. The CFIUS Filing Fees page contains information on filing fees and submission 

instructions. In addition, the CMS User Guide on the CMS page and the Payment 

Instructions document contain detailed information on how to submit a filing fee through the 

CMS portal. Because filing fees are submitted directly through the CMS portal, users do not 
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need to include a receipt with their formal filing; however, CFIUS recommends that users 

retain a copy of the receipt for recordkeeping purposes. CFIUS cannot accept a formal 

written notice until it has received the filing fee payment.

6. Is an ID.me account needed to submit a filing fee?

Yes. An ID.me account is necessary to access the CMS portal and pay the filing fee. 

Instructions to create an ID.me account are found on the CMS page on the CFIUS website.

7. How will I know if my submission of a filing fee is successful? 

Once a user submits a filing fee through the CMS portal, they will be taken to a “CFIUS –

Payment Success” page. If a payment is successfully submitted to Pay.gov, the payment 

status will say “Payment Submitted – Pending Receipt.” Once the payment has cleared, the 

payment status will say “Payment Received,” indicating that the Pay.gov system has received 

the filing fee payment. If a payment is not successful, the payment status will say “Payment 

Failed.”

8. What should I do if the payment status says “Payment Failed”? 

Users should contact Pay.gov at https://www.pay.gov/public/home/contact.

C. Uploading Information Through the CMS

1. How do restricted uploads work? 

Documents, such as personal identifier information, that are not to be accessed by other 

individuals on a filing must be uploaded as a “Restricted Document.” If you upload a 

Restricted Document, then the uploader and CFIUS will be the only ones with access to the 

Restricted Document; no other individuals will be able to see the title of the Restricted 

Document.

2. Are there limits on file sizes?

Yes. The CMS accepts individual files up to 20 megabytes in size.

3. Can I upload a document instead of filling out a portion of the web form? 

While certain fields of the web form require data for saving, processing, and submission, in 

order to streamline the efficiency of the CMS, parties are encouraged to upload Excel files 

for large spreadsheets. In addition, parties may upload confidential responses as a separate 

document and enter “see Exhibit #” in the web form. However, parties may not simply defer 

all responses to attachments when submitting a declaration or filing a notice. Treasury may 

reject declarations and request the refiling of notices that only reference attachments.

4. What file formats can the CMS accept? 
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The CMS accepts Excel, Word, and PDF files.

5. Will CFIUS begin to review the information saved in the form before it is 

submitted?

Information saved prior to submission is stored in the CMS web platform hosted by the 

Department of the Treasury. However, a CFIUS case officer will not begin review of the 

information until the draft or formal written notice has been submitted through the CMS.

D. Party Administration

1. What is a Filing Admin? 

A filing admin is a user on a filing with permission to add or remove other users on the filing. 

A filing admin may add new users either as additional filing admins or as a non-admin user. 

Non-admin users can view all non-restricted uploads and submit the filing but cannot add or 

remove other users. The initial creator of a submission will always be a filing admin.

2. What is a Payor? 

“Payor” is the designation given to a CMS user that only has permission to pay a filing fee.

CMS users that are listed as contacts in a filing may designate a payor in instances when a 

person does not have a need to access the rest of the information contained in the CMS portal 

in connection with the filing of a notice. Contacts listed in a notice filing who are not 

designated as “Payors” may also submit the filing fee.

3. How do I remove someone from a filing in the CMS? 

Individuals added to a filing through the CMS are given broad permissions, including the 

ability to view or edit most documents and submit the filing to CFIUS. If they are added as 

filing admins, they can also remove other users from a filing or add new users as filing 

admins. For this reason, please use discretion when determining which individuals to add 

and at what level of permission. You can remove yourself by going to the Participant 

Administration tab, finding your email address, clicking on the dropdown arrow, and 

selecting ‘Delete.’ A filing admin may also remove other users on the Participant Admin tab. 

If neither of these methods are available to you, email the designated case officer and 

CFIUS@treasury.gov to request assistance.

E. Pre-FIRRMA Transactions

1. Certain aspects of my transaction occurred prior to February 13, 2020, according to 

the applicability rule at 31 C.F.R. §§ 800.104 or 802.104. Do I need to submit 

information to CFIUS through the CMS? 
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Yes. Parties who believe their transaction should be submitted to CFIUS under the preFIRRMA regulations according to the applicability rule should still submit their transaction 

through the CMS. This includes transactions submitted under the critical technology pilot 

program regulations at 31 C.F.R. part 801. There is no need to fill out the fields in the CMS

for pre-FIRRMA transactions. Instead, parties should upload the declaration or notice and 

any other files using the “Upload Documents” function in the CMS. To submit a draft filing, 

no further action is needed, simply click “Submit Draft.” To submit a formal filing under the 

pre-FIRRMA regulations, please ask your case officer to waive the system’s field validation 

for you. Once your case officer confirms this has been done you can click the “Submit 

Formal” button to submit your formal filing.

*** 

Last updated on May 13, 2021.