On February 6, 2026, the U.S. Department of the Treasury formally issued a Request for Information (RFI) that outlines how a “Known Investor Program” could streamline aspects of CFIUS review for trusted, lower‑risk repeat investors while maintaining rigorous national‑security analysis. The RFI was published in the Federal Register on February 9, 2026, and opened for public comment through March 18, 2026. This RFI follows Treasury’s May 8, 2025 announcement of a fast‑track pilot and “Known Investor” portal under CFIUS to collect investor information in advance of a filing—the core mechanism Treasury says will drive efficiency gains. In parallel, Treasury’s CFIUS overview reiterates the standard timelines, underscoring that any new efficiency program must still fit within the existing statutory framework. 

What is the Fast Track program?  

According to Treasury’s RFI, the KIP is a process by which CFIUS would pre‑collect a standardized set of information from eligible foreign investors (via a questionnaire and certification) before any specific transaction filing, with the goal of more efficient subsequent reviews. Importantly, Treasury stresses that participation does not guarantee a particular outcome and does not alter CFIUS jurisdiction or statutory procedures. 

Who is eligible to participate?  

Treasury’s RFI proposes objective eligibility criteria. Highlights include: 

• Repeat‑filer threshold: The foreign investor (inclusive of subsidiaries) must have filed ≥3 covered transactions or covered real‑estate transactions with CFIUS in the past 3 years, with at least one concluded via notice or declaration; and expects ≥1 filing in the next 12 months. 
• Clean CFIUS compliance history (5‑year lookback): No written notices from CFIUS of material misstatements/omissions, false certifications, or violations of mitigation agreements/conditions. 
• Sanctions/restricted‑party screens: No listing of the entity or parent on BIS Entity List, BIS Military End‑User List, OFAC SDN, NS‑CMIC, SSI, or the 1260H Chinese military companies list.  
• “Verifiable distance” from adversary countries: No headquarters or principal place of business in an Adversary Country or greater than 25% ownership by a national of an adversary country (as defined in the America First Investment Policy list), and no specified ownership, board‑appointment rights, employee location, or facility footprint ties that breach the thresholds Treasury lays out. 

Documents Required to Demonstrate Eligibility 

Treasury’s RFI includes a draft questionnaire for “Known Investors” that any applicants should be ready to complete. While not exhaustive, foreign investors hoping to qualify for KIP should be prepared to list and certify the following details with the utmost transparency: 

• Entity identification & scope – list of all entities under common ownership/control to be covered in KIP. (Think: legal names, jurisdictions, relationships.)  
• Ownership & control – cap table/beneficial ownership (direct and indirect), parent information, any third‑party holdings meeting the RFI’s >10% or >25% tests, and any board‑appointment rights held by restricted parties; org charts and voting/control rights maps.  
• Governance & key personnel – board/officer nationalities and principal locations to test adversary‑country criteria. 
• Geographic footprint – headquarters/principal place of business, and location of employees, R&D, and manufacturing facilities to address “all‑in adversary location” disqualifiers or the >50%/exclusivity tests.  
• Compliance history – any past CFIUS misstatement/omission notices, false certification allegations, or mitigation violations (5‑year lookback).  
• Sanctions/restrictions screening – documentation showing the entity/parent is not on BIS/OFAC/1260H lists referenced in the RFI. 

Program Benefits and Limitations 

The proposed KIP would offer greater predictability for repeat, lower‑risk investors, possibly reduce duplicative questions during any pre-notice CFIUS engagement, and may lower the chances of CFIUS demands for a notice on a non-notified transaction. However, the KIP will not obfuscate a known investor’s need to participate in a mandatory declaration if a mandatory filing is triggered.  

Diaz Trade Law can help you navigate CFIUS filing requirements, reduce risk, and avoid costly surprises. Contact us at info@diaztradelaw.com or 305-456-3830. 

Learn more: 

• U.S. Department of the Treasury Publishes New Website Clarifying CFIUS Penalties and Other Enforcement Actions 
• Non-notified Transactions Raising Red Flags for CFIUS 
• Mandatory vs. Voluntary CFIUS Filings: Triggers, Timing, and How to Report a Mandatory Transaction 

Even when a transaction does not trigger a mandatory filing, Committee on Foreign Investment in the United States (CFIUS) risk does not disappear. While the regime remains technically “voluntary” in many cases, Treasury’s increasingly active non-notified program means that deals can still be reviewed, and potentially unwound, long after closing. As a result, parties must weigh the benefits of filing against the risk of future scrutiny, particularly in sensitive sectors or with higher-risk investors.  

What counts as “voluntary”  

Given the breadth of CFIUS’ jurisdiction to review transactions between US and non-US entities where the latter’s investment implicates U.S. national security, if a deal is not a “covered transaction” (no foreign‑government substantial interest in a TID U.S. business; no critical technology), the filing decision is voluntary, but not risk‑free. CFIUS runs a vigorous non‑notified program that screens thousands of transactions annually and can request (or require) a filing post‑closing. 

Why file voluntarily anyway?

A voluntary filing can deliver “safe harbor” (limiting CFIUS’ ability to initiate a review of the transaction in the future), reduce the risk of a disruptive post‑closing inquiry, and preserve options if a customer or government counterparties expect CFIUS clearance in sensitive sectors (e.g., defense supply chain, advanced computing and AI, biosecurity, or large‑scale personal‑data platforms). 

A practical playbook to reduce CFIUS risk and avoid being flagged 

1) Review the risks of your investor profile and structure. 

Confirm “excepted investor/state” status where applicable, and consider governance that removes control and covered‑investment rights where such restrictions can truly be enforced by both parties (no board/observer, no material non‑public technical info, no substantive decision‑making).  

Be prepared for full upstream ownership transparency (including limited partners [LPs]); CFIUS expects disclosure and may ask for LP info and governance rights—even where fund documents restrict it.  

2) Minimize data, access, and proximity risks. 

In line with other trade compliance measures, implement U.S.‑person‑only access, data localization, encryption, and segregation measures ex ante; for higher‑risk cases, evaluate a U.S. proxy/Special Security Agreement (SSA) or ring‑fencing sensitive assets.  

For real estate adjacency exposure, re‑check the Part 802 installation lists and updated US Census Bureau data: Treasury expanded covered sites and radii, increasing the odds that a real estate component surfaces on CFIUS radar. 

3) Choose the right filing lane. 

Declarations (30 days) work best for low‑risk fact patterns from trusted investors; outcomes include clearance or a request to file a notice. 

Full notices are advisable for complex facts, sensitive buyers/sectors, or where customers and regulators require the certainty of a formal clearance letter; use pre‑notice Committee engagement and draft submissions to tighten timelines.  

4) Anticipate the non‑notified program. 

Treasury coordinates tips, media, databases, and classified reporting to identify non‑notified deals; outreach may arrive months or years post‑close. Have a response plan and contemporaneous memos showing why no filing was mandatory and why the risk profile was low.  

5) Track the enforcement environment.

Treasury has finalized rules increasing penalty ceilings and speeding mitigation talks; more penalties have been publicly announced (including eight‑figure cases). Treat certifications seriously, build compliance programs, and monitor post‑clearance obligations. 

Conclusion 

TID U.S. businesses in sensitive sub‑sectors (AI/semiconductors/quantum, critical infrastructure operational technology [OT], bulk sensitive personal data) may draw CFIUS interest, even where there is no mandatory trigger. Given the Committee’s growing interest in non-notified transactions, political momentum to continue trade wars with countries of concern, and that the Committee’s jurisdiction to review transactions is not subject to a statute of limitations, companies should be wary of the Committee’s investigation long after closing – especially where the deal has a nexus to the U.S. government or sectors known as important to U.S. national interests.  

Diaz Trade Law can help you navigate CFIUS requirements, reduce risk, and avoid costly post‑closing surprises. Contact us at info@diaztradelaw.com or 305-456-3830. 

Learn more: 

• U.S. Department of Treasury Publishes New Website Clarifying CFIUS Penalties and Other Enforcement Actions 
• CFIUS is Looking to Fast Track Some Transactions… Could this Program Benefit You? 
• Mandatory vs. Voluntary CFIUS Filings: Triggers, Timing, and How to Report a Mandatory Transaction 

The Foreign Investment Risk Review Modernization Act (FIRRMA) created limited mandatory filing requirements—departing from the Committee on Foreign Investment in the United States (CFIUS)’s historically voluntary regime—and Treasury has continued to sharpen enforcement tools and penalties. Understanding when a filing is compulsory (and how to do it) reduces execution risk and avoids costly post‑closing surprises.  

When a CFIUS filing is mandatory 

Two categories trigger a mandatory submission (via declaration, with the option to file a full notice instead): 

• Foreign government “substantial interest” in a TID U.S. business. If (i) a foreign government holds a 49%+ voting interest in the foreign acquirer, and (ii) that acquirer obtains a 25%+ voting interest (“substantial interest”) in a TID U.S. business (one involving critical technology, critical infrastructure, or sensitive personal data), a filing is mandatory. 

• Critical technology + export authorization nexus. A filing is mandatory if the U.S. target produces, designs, tests, manufactures, fabricates, or develops a critical technology and a U.S. regulatory authorization (e.g., export license) would be required to transfer that technology to any relevant party to the transaction (including certain upstream owners).  

Timing rule. For a mandatory filing, the parties must submit at least 30 days before closing. The date of closing or “completion date” is the earliest date upon which the foreign person acquired any of the equity interest. Therefore, if Company A acquired a 25% ownership interest in Company B on July 1, but its right to control Company B was deferred until after CFIUS reviews the transaction, the “completion date” for the transaction is July 1.  

When is a filing voluntary? 

Many other covered control transactions or covered investments that don’t meet the two mandatory triggers are voluntary, but remember, CFIUS actively pursues non‑notified deals and can ask (or order) the parties to file. Voluntary filings could result in a “safe harbor” letter if CFIUS concludes action (the letter would limit CFIUS from subsequently initiating a review of a transaction except in certain confined circumstances); such filings are often prudent for sensitive sectors, investors from higher‑risk jurisdictions, or transactions with proximity/data concerns.  

What exactly is “critical technology”? 

“Critical technologies” include International Traffic in Arms (ITAR)‑controlled defense articles and services, specified items included in the Commerce Control List set forth if Part 774 of the Export Administration Regulations (EAR)‑controlled items, certain nuclear items, agents and toxins, and emerging/foundational technologies controlled under Section 1758 of the Export Control Reform Act of 2018. Determining whether a license would be required (and the reason for which an article or service is controlled) is a classification exercise under the EAR/ITAR that often drives the critical technology prong of the mandatory filing analysis.  

The process to report a mandatory transaction (step‑by‑step) 

1) Decide on format: declaration or full notice. 

For mandatory cases, parties may submit a short‑form declaration (30‑day assessment) or proceed directly to a full notice; many start with a declaration to preserve timing, then pivot to a notice if requested.  

2) Prepare the submission package. 

Declaration: Provide required content under 31 C.F.R. §800.404; file via Treasury’s Case Management System (CMS); CFIUS does not review draft declarations. Outcome options after 30 days include: clearance, a request for a full notice, a statement that CFIUS cannot conclude, or no action.  

Notice: Collate documents to make a more robust, full‑form submission under §800.501-502; pre‑notice consultations with CFIUS and draft notices are encouraged to expedite acceptance. These steps both 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.  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. § 800.802. Upon final, formal notice, a filing fee applies based on the deal value (no fee for declarations).  

3) File via Case Management System (CMS) and certify.

All filings (and fees for notices) are submitted through CMS; each party must provide a certification by an authorized officer. CFIUS accepts a notice only after confirming the notice complies with federal regulation, the fee posts or has been waived, and a copy of the notice is shared with all Committee members.  

4) Statutory timelines and likely asks. 

Declarations: 30‑day assessment period from acceptance; parties typically must answer RFIs within two business days.  

Notices: 45‑day review, then (if needed) a 45‑day investigation, and potentially a 15‑day presidential review. CFIUS starts the 45‑day clock only after accepting a complete notice and confirming fee receipt.  

5) Outcomes & mitigation. 

CFIUS may clear, impose mitigation, or recommend prohibition/divestiture. Recent data show fewer mitigations overall, but a sustained emphasis on enforcement and non‑notified outreach (including public tips).  

Penalties & the enforcement climate 

Failing to make a mandatory filing can result in penalties up to the value of the transaction; Treasury has also amplified its penalty framework for misstatements, omissions, and mitigation breaches—raising certain caps and accelerating mitigation‑negotiation timelines in recent rulemaking.  

Conclusion 

Navigating the line between mandatory and voluntary CFIUS filings demands a strategic, proactive approach. With enforcement increasing and penalties becoming more significant, companies cannot afford to overlook whether a transaction triggers a mandatory filing or assume that post-closing remediation will be sufficient where a voluntary filing is recommended.  

Diaz Trade Law can help you navigate CFIUS requirements, reduce risk, and avoid costly post‑closing surprises. Contact us at info@diaztradelaw.com or 305-456-3830.  

Learn more: 

• • U.S. Department of Treasury Publishes New Website Clarifying CFIUS Penalties and Other Enforcement Actions 
  • Non-notified Transactions Raising Red Flags for CFIUS
  • CFIUS is Looking to Fast Track Some Transactions… Could this Program Benefit You?