The Committee on Foreign Investment in the United States (CFIUS) is the interagency panel that screens foreign investments in US businesses for national-security risk, operating on a fixed statutory clock — up to a 45-day review followed by an optional 45-day investigation — before any deal reaches the president; in calendar year 2025 the committee processed 347 covered transactions, 207 notices and 140 declarations, per CFIUS's Annual Report to Congress for CY2025, released August 7, 2026.
CFIUS is not a single agency but a nine-member Cabinet-level body chaired by the Treasury secretary, created under Section 721 of the Defense Production Act of 1950 as amended, and expanded by the Foreign Investment Risk Review Modernization Act (FIRRMA) of 2018, according to CFIUS's own filing guidance.
What actually triggers a CFIUS filing?
Not every foreign investment requires a filing. CFIUS filings apply to "covered transactions" and "covered real estate transactions" involving foreign persons, per CFIUS's public overview. Most filings are voluntary, submitted by the parties to a deal to obtain a safe-harbor clearance. A subset is mandatory: under 50 U.S.C. § 4565, a declaration must be filed when a transaction would give a foreign person in which a foreign government holds, directly or indirectly, a "substantial interest" a substantial interest in a US business, among other statutory triggers tied to critical technology, per 50 U.S.C. § 4565.
"Critical technologies" under the statute cover defense articles or services on the US Munitions List, items on the Commerce Control List restricted for national-security or proliferation reasons, specially designed nuclear equipment and materials, select agents and toxins, and emerging or foundational technologies controlled under a separate export-control statute, per the same statutory text.
Declaration or notice — what's the difference?
Parties choose between two filing tracks, and CFIUS does not advise which to use, according to its filing guidance. A declaration is a short-form filing subject to a 30-day assessment period, after which CFIUS may clear it, ask for a full notice, or take no action within the period, which functionally allows the parties to proceed. A notice is the full-form filing; it triggers a 45-day review period that commences once the notice is accepted, per 31 C.F.R. § 800.503(b) of the implementing regulations. If the committee is not satisfied that risks are resolved, it can open an investigation, which the regulations require CFIUS to complete no later than the 45th day after it commences, per 31 C.F.R. § 800.508(a).
How long does a review actually run?
Stacked end to end, the notice track allows up to 90 days of committee-level review and investigation before the file goes to the president for a final decision on transactions the committee cannot clear. In CY2025, 114 of the 207 notices proceeded to investigation, and 61 notices were withdrawn — 58 of those after an investigation had already begun — with 51 of the withdrawn filings refiled in 2025 or 2026, per the CY2025 annual report. A high withdrawal-then-refile rate typically reflects parties restructuring a deal or adding mitigation terms mid-review rather than abandoning it outright, though the report itself does not characterize the reason for any individual withdrawal.
What happens to deals CFIUS can't clear?
CFIUS can recommend that the president block or unwind a transaction. In CY2025 the president issued two orders — one prohibiting a purchase and one requiring divestment — per the annual report. Far more common than a block is a mitigation agreement: conditions attached to an otherwise-cleared deal, covering matters such as data access or personnel vetting. CFIUS concluded 15 new mitigation agreements with transactions that closed in CY2025 and two more with transactions that were later abandoned; by the end of 2025 the committee was monitoring 234 mitigation agreements and conditions in total, per the same report.
Who is actually filing?
The CY2025 report breaks out filing volume by investor country and by sector.
| Country | Declarations | Notices |
|---|---|---|
| China | 5 | 33 |
| France | 14 | 10 |
| Japan | 18 | 23 |
| Singapore | 13 | 10 |
| Germany | 12 | 14 |
By sector, notices concentrated in finance, information and services (99 notices, half of all CY2025 notices) and manufacturing (79 notices, 40%), with mining, utilities and construction (13 notices) and wholesale, retail and transportation (9 notices) far behind, per the annual report.
The analysis: the filing mix by country is uneven in one specific way. Investors from Japan, Germany, France and Singapore split their filings roughly evenly between the lighter declaration track and the full notice track. Filers connected to China did not: 33 notices against just 5 declarations, the widest gap of any country in the CY2025 table. That pattern is consistent with China-linked transactions being routed disproportionately onto the slower, more document-intensive notice track rather than the faster declaration track — but the report does not state why the split looks that way, and CFIUS does not publish deal-level reasoning.
What does this mean for a deal in progress?
For dealmakers, the practical takeaway from the CY2025 numbers is that a foreign-linked transaction touching critical technology or a foreign-government-linked investor should assume a full notice, a 45-day review, and a real chance of a 45-day investigation — not the faster declaration track — especially if the counterpart profile resembles the filing patterns above. Mitigation agreements, not blocks, remain the modal outcome for deals that don't clear cleanly at the review stage.
FAQ
- What counts as a "critical technology" under CFIUS rules? Items on the US Munitions List, national-security- or proliferation-controlled items on the Commerce Control List, specially designed nuclear equipment and materials, select agents and toxins, and emerging or foundational technologies under separate export-control authority, per 50 U.S.C. § 4565.
- Does every foreign investment need a CFIUS filing? No. Only "covered transactions" and covered real-estate transactions are in scope, and most filings are voluntary; mandatory declarations apply mainly where a foreign-government-linked investor gains a substantial interest, per statute.
- How long can a CFIUS review actually take? A notice triggers up to a 45-day review and, if opened, a further 45-day investigation — up to 90 days at the committee level; a declaration instead runs a 30-day assessment, per 31 C.F.R. § 800 and CFIUS filing guidance.
- What happened to deals CFIUS couldn't clear in 2025? The president issued two orders in CY2025 — one prohibiting a purchase, one requiring divestment — while 15 new mitigation agreements were concluded with cleared deals, per the CY2025 annual report.
- How many deals remain under CFIUS-mandated conditions? 234 mitigation agreements and conditions were being monitored as of the end of 2025, per the same report.
For a related civic perspective, read The Legal Mechanics Behind a Government Shutdown.