Treasury Proposes Regulations to Institute CFIUS Filing Fees; Comments Due April 8

International Trade Update

Date: March 24, 2020

Key Notes:

  • CFIUS reform under FIRRMA allows the Department of the Treasury to collect fees for parties filing notices for transactions undergoing national security review.
  • Proposed regulations have been published with draft fee amounts ranging from $750 to $300,000 depending on the size of the transaction.
  • Public comments on the impact of the proposed tiered fee structure and whether additional tiers or additional features should be considered will be accepted until April 8, 2020.

On March 9, 2020, the Department of the Treasury (Treasury) published in the Federal Register proposed regulations to establish a fee for parties filing a voluntary notice of certain transactions for review by the Committee on Foreign Investment in the United States (CFIUS). CFIUS was granted the authority to institute filing fees in the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). The regulations would establish a fee for both “covered transactions” involving investments in or acquisitions of U.S. businesses and “covered real estate transactions.” Treasury is interested in comments from the public on the impact of the proposed tiered fixed-fee structure and whether additional tiers or additional features should be considered. Comments are due by April 8.

The proposed fees would be the same for voluntary notices filed with respect to both covered transactions and covered real estate transactions. Notably, persons filing both mandatory short-form declarations or voluntary short-form declarations to CFIUS would be exempt from the filing fees.

The proposed tiered fixed-fee structure is the following:

Value of the Transaction


Less than $500,000

No fee

Equal to or greater than $500,000
but less than $5,000,000


Equal to or greater than $5,000,000
but less than $50,000,000


Equal to or greater than $50,000,000
but less than $250,000,000


Equal to or greater than $250,000,000
but less than $750,000,000


Equal to or greater than $750,000,000



Treasury commented that it believes the proposed fee structure “will not discourage filings and will allow parties to continue the practice of determining whether to file a voluntary written notice based on an evaluation of the facts and circumstances of the transaction.” Treasury “expects that the filing fee will represent a relatively small proportion of the total transaction costs associated with any given transaction.”

The proposed fees depend on the value of the notified transaction and in each case, the fee amount set is no more than 0.15 percent of the overall transaction value. To determine the value of a transaction for purposes of determining the applicable fee, the regulation describes with particularity how to determine the value of a transaction.

For transactions involving payment in securities, through non-cash assets, by services, or by other means, the proposed regulation sets forth the following guidelines for determining transaction value for purposes of the filing fee:

  • For securities traded on a national exchange, the transaction value would be determined by the last published closing price of the securities prior to the date of filing of the CFIUS notice;
  • For non-cash assets, interests, services, or other means, the transaction value would be the fair market value of those items as of the date of notice filing with CFIUS;
  • For a loan or financing agreement, the transaction value would be the cash value of the loan or financing agreement;
  • For conversions of a contingent equity interest previously acquired by a foreign person, the value of the transaction would include the initial purchase by or on behalf of the foreign person to obtain the equity interest in addition to any other payments made; and
  • With respect to covered real estate transactions, for leases and concessions, the value of the transaction would be the sum of the consideration, including lease inducements, fixed payments, certain variable lease payments, and other types of identifiable consideration applicable to real estate transactions.

Comments must be submitted no later than April 8, 2020, on Docket No. TREAS-DO-2020-0008 or RIN 1505-AC65 in the federal eRulemaking portal. Thompson Hine attorneys and professionals are available to provide further details.


For more information, please contact:

Samir D. Varma
Partner, International Trade

Francesca M.S. Guerrero
Partner, International Trade

Brent Connor
Senior Counsel, International Trade

Scott E. Diamond*
Senior Legislative & Regulatory Policy Advisor, International Trade
*Not licensed to practice law

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