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U.S. Department of the Treasury

Office of Public Affairs

Date: January 13, 2020

Contact: Treasury Public Affairs, (202) 622-2960

Fact Sheet: Final CFIUS Regulations Implementing FIRRMA

Background

The Committee on Foreign Investment in the United States (CFIUS) is an interagency committee 

chaired by the Secretary of the Treasury that is authorized to review certain transactions 

involving foreign investment in the United States to determine the effect of such transactions on 

the national security of the United States. On August 13, 2018, the Foreign Investment Risk 

Review Modernization Act of 2018 (FIRRMA) was enacted after receiving broad bipartisan 

support in Congress. FIRRMA strengthens and modernizes CFIUS to address national security 

concerns more effectively, including by broadening the authorities of the President and CFIUS 

regarding national security concerns arising from certain foreign non-controlling investments and 

real estate transactions that previously fell outside CFIUS’s jurisdiction. 

Today, the Department of the Treasury issued final regulations, which will become effective on 

February 13, 2020, to comprehensively implement FIRRMA. Specifically, the regulations 

broaden the scope of transactions subject to CFIUS’s review and make certain changes to enable 

a more effective and efficient process. The Department of the Treasury previously published 

proposed versions of the regulations, on which it received comments from the public. The final 

regulations address many of the public comments. 

This fact sheet provides a summary of key aspects of the regulations issued today. Additionally, 

in response to public comments, the regulations include a new definition for the term “principal 

place of business” as an interim rule. The Department of the Treasury is providing the public 30 

days to comment on this definition.

The CFIUS regulations and related resources—including updated Frequently Asked Questions—

can be found on the Department of the Treasury’s website: http://www.treasury.gov/cfius.
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FIRRMA Provisions on Non-Controlling Investments

FIRRMA expands CFIUS’s jurisdiction beyond transactions that could result in foreign control 

of a U.S. business to also include non-controlling investments, direct or indirect, by a foreign 

person in certain U.S. businesses that affords the foreign person:

 access to any material nonpublic technical information in the possession of the U.S. 

business; 

 membership or observer rights on, or the right to nominate an individual to a position on, 

the board of directors or equivalent governing body of the U.S. business; or

 any involvement, other than through voting of shares, in substantive decisionmaking of 

the U.S. business regarding—

 the use, development, acquisition, safekeeping, or release of sensitive personal 

data of U.S. citizens maintained or collected by the U.S. business;

 the use, development, acquisition, or release of critical technologies; or

 the management, operation, manufacture, or supply of critical infrastructure. 

This new authority applies only to non-controlling investments in U.S. businesses that: 

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

technologies; 

 own, operate, manufacture, supply, or service critical infrastructure; or

 maintain or collect sensitive personal data of U.S. citizens that may be exploited in a 

manner that threatens national security.

FIRRMA also requires that CFIUS prescribe regulations that further define the term “foreign 

person” in the context of non-controlling investments by specifying criteria to limit its 

applicability over certain categories of foreign persons.

Key Aspects of the Regulations Regarding “Covered Investments”

Types of investments covered: Non-controlling investments that afford a foreign person certain 

access, rights, or involvement in certain U.S. businesses (referred to as “covered investments”).

Largely a voluntary process: The process remains largely voluntary, where parties may file a 

notice or submit a short-form declaration notifying CFIUS of an investment in order to receive a

potential “safe harbor” letter (which limits CFIUS from subsequently initiating a review of a 

transaction except in certain limited circumstances). In some circumstances, filing a declaration 

for a transaction is mandatory. In particular, the regulations implement FIRRMA’s mandatory 

declarations for covered transactions where a foreign government is acquiring a “substantial 

interest” in certain U.S. businesses, as discussed below. Additionally, the regulations require

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

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

U.S. businesses covered: The new provisions on covered investments apply only to investments 

in U.S. businesses involved in specified ways with critical technologies, critical infrastructure, or

sensitive personal data—referred to as “TID U.S. businesses” for technology, infrastructure, and

data. 
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• Critical technologies: CFIUS may review certain transactions involving U.S. businesses

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

technologies. “Critical technologies” is defined to include certain items subject to export 

controls and other existing regulatory schemes, as well as emerging and foundational 

technologies controlled pursuant to the Export Control Reform Act of 2018.

• Critical infrastructure: CFIUS may review certain transactions involving U.S.

businesses that perform specified functions—owning, operating, manufacturing,

supplying, or servicing—with respect to critical infrastructure across subsectors such as

telecommunications, utilities, energy, and transportation, each as identified in an

appendix to the regulations.

• Sensitive personal data: CFIUS may review certain transactions involving U.S.

businesses that maintain or collect sensitive personal data of U.S. citizens that may be

exploited in a manner that threatens national security. “Sensitive personal data” is

defined to include ten categories of data maintained or collected by U.S. businesses that

(i) target or tailor products or services to certain populations, including U.S. military

members and employees of federal agencies with national security responsibilities,

(ii) collect or maintain such data on at least one million individuals, or (iii) have 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. The categories of data include types of financial, geolocation, and

health data, among others. 

Foreign person and excepted investor: The regulations create an exception from covered 

investments for investments by certain foreign persons defined as “excepted investors” based on 

their ties to certain countries identified as “excepted foreign states,” and their compliance with 

certain laws, orders, and regulations. Importantly, investments from all foreign persons remain 

subject to CFIUS’s jurisdiction over transactions that could result in foreign control of a U.S. 

business.

FIRRMA Provisions on Real Estate Transactions

In FIRRMA Congress authorized CFIUS to review “the purchase or lease by, or a concession to, 

a foreign person of private or public real estate that”

 “is, is located within, or will function as part of, an air or maritime port...”

 “is in close proximity to a United States military installation or another facility or property

of the United States Government that is sensitive for reasons relating to national security;”

 “could reasonably provide the foreign person the ability to collect intelligence on activities

being conducted at such an installation, facility, or property; or”

 “could otherwise expose national security activities at such an installation, facility, or

property to the risk of foreign surveillance.”
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This authority does not extend to “a single ‘housing unit,’” and also does not apply to “real estate 

in ‘urbanized areas’ . . . except as otherwise prescribed by [CFIUS] in regulations in consultation 

with the Secretary of Defense.” (emphasis added)

FIRRMA directs CFIUS to “prescribe regulations to ensure that the term ‘close proximity’ refers 

only to a distance or distances within which the purchase, lease, or concession of real estate could 

pose a national security risk.”

FIRRMA also requires that CFIUS prescribe regulations that further define the term “foreign 

person” for real estate transactions by specifying criteria to limit its applicability over certain 

categories of foreign persons. 

Key Aspects of the Regulations Regarding Real Estate Transactions 

Types of transactions covered: The purchase or lease by, or a concession to, a foreign person of 

certain real estate in the United States, is covered if it affords the foreign person three or more of 

the following property rights: to physically access, to exclude others from physically accessing,

to improve or develop, or, to affix structures or objects (referred to as “covered real estate 

transactions”).

Voluntary process: There is no mandatory filing requirement for covered real estate 

transactions. Parties may file a notice or submit a short-form declaration notifying CFIUS of a 

real estate transaction in order to potentially qualify for a “safe harbor” letter (which limits 

CFIUS from subsequently initiating a review of the transaction except in certain limited 

circumstances). 

Covered sites: Coverage is focused on transactions in and/or around specific airports, maritime 

ports, and military installations. The relevant military installations are listed by name and 

location in an appendix to the regulations. The relevant airports and maritime ports are on lists 

published by the Department of Transportation and identified in the regulations.

Locations around covered sites: The regulations focus on:

 real estate that is, is within, or will function as part of an air or maritime port;

 real estate that is within “close proximity” (defined as one mile) of certain specified U.S. 

military installations; 

 real estate that is within the “extended range” (defined as between one mile and 100 

miles) of certain military installations; and

 real estate that is within certain geographic areas associated with missile fields and offshore ranges. 

Foreign person and excepted real estate investor: The regulations create an exception from 

covered real estate transactions for transactions by certain foreign persons defined as “excepted 

real estate investors” based on their ties to certain countries identified as “excepted real estate 

foreign states,” and their compliance with certain laws, orders, and regulations. 
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Urbanized areas and urban clusters: The regulations create exceptions for real estate 

transactions in an “urbanized area” or “urban cluster,” as defined by the Census Bureau, except 

those relating to relevant ports and those in “close proximity” to certain military installations.

Other excepted real estate transactions: The regulations create exceptions for the following, in 

addition to other transactions: 

 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 only where for the 

purpose of retail sales; and

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

building.

Interaction with other CFIUS regulations: Real estate transactions involving U.S. businesses 

and that are subject to CFIUS’s regulations regarding control transactions and covered

investments should be analyzed under those regulations (discussed above). 

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