The U.S. federal government appears poised for a partial shutdown, which would occur at 12:01am October 1, 2025. Investors should note that a shutdown would have important ramifications both for new submissions put before the Committee on Foreign Investment in the United States (CFIUS) and filings already in process.
The CFIUS clock on any transaction is tolled during a shutdown, but mandatory filings still must be made. The tolling of the clock applies only to deadlines applicable to CFIUS, not to parties. Therefore, parties must still consider whether a filing is due 30 days before closing.
Most, if not all, of Treasury’s CFIUS staff may continue to work during the government shutdown, allowing some progress to be made on transactions under review. Unlike past government shutdowns, Treasury’s CFIUS operations may be less impacted this time. Most Treasury CFIUS personnel were furloughed during the 2018-2019 shutdown, but since then Treasury’s CFIUS funding has changed due to the CFIUS Fund established by the Foreign Investment Risk Review Modernization Act of 2018 and filing fees collected by CFIUS.[1]
However, CFIUS is unlikely to issue any approvals until after the government shutdown ends. Not all CFIUS agencies will be fully staffed, and CFIUS’s deadlines will likely still be tolled. This may lead to a potentially significant delay in formal action by CFIUS if the shutdown is prolonged.
Below, we provide additional background and lay out steps for transactions parties to consider to deal with a shutdown.
Background:
- Tolling of CFIUS Deadlines. CFIUS’s statutory review deadlines are tolled until the lapse in appropriations ends (i.e., Congress passes a budget and the President signs it into law), meaning:
- The clock for all Notices and Declarations in process will be paused; and
- CFIUS will not start the clock for filings until after the government shutdown ends.
- Mandatory Filings. The tolling of deadlines or time limitations applies only to those deadlines and time limitations imposed on CFIUS, not on transaction parties.
- Parties must submit a complete filing to CFIUS at least 30 days prior to closing of a transaction that is subject to a mandatory filing, which requirement is not tolled by a government shutdown.
- There is no shutdown-related regulation that changes the general rule that parties can close their transactions once the 30-day requirement has been met. Doing so, however, may present risks should CFIUS determine that the filing was incomplete or CFIUS identifies national security risks that require post-closing remedies.
- Delay, Backlog, Adverse Value Effects. A brief shutdown may have a negligible effect on transactions. However, a longer interruption, or the cumulative effect of numerous shorter shutdowns, could spur delays that ripple through a transaction’s timeline. This could affect mandated regulatory deadlines, deal value, risk allocation, and even the Long Stop Date. The most recent government shutdown occurred during the first Trump administration and lasted 35 days (December 22, 2018, through January 25, 2019).
- Impact on National Security Agreements. Parties may still be required to submit deliverables to the CFIUS Monitoring Agencies (CMAs) under any National Security Agreements (NSAs). However, the CMAs’ deadline to respond to such deliverables may be tolled.
- Enforcement. During the shutdown, CFIUS is likely to continue pursuing enforcement actions and monitor for highly sensitive transactions that may require immediate CFIUS action to mitigate significant national security risks.
Action Items for Transaction Parties:
- Assess the potential impact of the shutdown on your transaction: If CFIUS approval is a closing condition, assess the effect of tolling on transaction-mandated regulatory deadlines, the Long Stop Date, and ticking fees. If NSAs subject certain business activities to approval (such as changes in vendors and suppliers), consider the impact of delayed government approval.
- Submit any mandatory filings or deliverables: Submit any mandatory filings at least 30 days before closing, and submit any deliverables required under NSAs on the normal schedule.
- Assess your options during the shutdown: Assess the CFIUS risk and consider whether the Long Stop Date should be extended. Depending on the particulars of the transaction and any feedback from CFIUS, parties may also consider whether waiver of a CFIUS closing condition is an acceptable option.
- Expect delays to extend beyond the end of the shutdown: The lengthier the shutdown, the longer parties should plan for delays after the government reopens. CFIUS may receive a substantial number of filings during the shutdown, and it is likely to stagger the acceptance of new filings on a first-come-first-served basis.
- Keep CFIUS informed of transaction updates: If there are changes to the transaction or the parties are considering closing a transaction under review during the shutdown, parties should consider their strategy for informing CFIUS and providing sufficient time for CFIUS to consider the effects of the changes on its review.
[1] See U.S. Dep’t of the Treasury, Departmental Offices Lapse of Appropriations Plan (September 2025), https://home.treasury.gov/system/files/266/Treasury_DO_Lapse_Plan.pdf. (“All deadlines or time limitations imposed on the Committee on Foreign Investment in the United States (CFIUS) for cases under review by CFIUS, including notices and declarations, will be tolled. Treasury CFIUS activities will continue, as appropriate, as they have a source of funding that is not annually appropriated.”)
