CFIUS Un-Tolled: Filing Reviews Resume After 76-Day Funding Lapse

President Donald Trump, on April 30, 2026, signed legislation (Funding Bill) that ended the longest-ever lapse in appropriations for an entire U.S. government agency, the U.S. Department of Homeland Security (DHS). One consequence of this partial shutdown was that the Committee on Foreign Investment in the United States (CFIUS) exercised its authority to toll statutory timelines for filing reviews and refrain from accepting new filings. Thus, with less notoriety but of equal importance to parties involved in cross-border transactions, following the enactment of the Funding Bill, CFIUS has now ended its tolling of timelines and is once again "starting the clock" on new filings.

Specifically, on May 5, 2026, CFIUS confirmed via direct communications to filing parties and an update on the homepage of its Case Management System that "deadlines or time limitations imposed on the Committee under Subparts D or E of 31 C.F.R. Part 800 and Part 802 are no longer being tolled," and CFIUS would once again process transactions and start formal reviews "with all deliberate speed." However, CFIUS also warned that a limited number of cases may still be impacted by the funding lapses that continue to apply to certain parts of DHS despite enactment of the Funding Bill.

CFIUS has tolled deadlines before, but the length of this most recent tolling – 76 days – was unprecedented. And, although CFIUS sought to advance reviews and even cleared some cases, as the shutdown progressed, the tolling impacted parties in a variety of contexts. Even with the tolling now lifted and CFIUS' emphasis on timeliness and efficiency (e.g., its recent public announcement of Project Shot Clock), there will be lingering impacts on transaction parties due to the backlog of filings for CFIUS to process.

Below are key considerations for parties in each stage of their interactions with CFIUS, along with expectations based on CFIUS' announcement and the authors' experience with current and recent filings.

Filings Already Under CFIUS Review

• Some parties with active filings may see their reviews extended into additional review periods. For Notice parties, this could mean reviews extending into the second 45-day "Investigation" period instead of clearing in the first "Review" period, or requests for a "withdrawal and refiling" from the Committee for filings already in the Investigation period. For Declaration parties, instead of formal clearance, there could be increases in requests for filing notices or receipt of the "shoulder shrug" response (i.e., a response from CFIUS that it is not requiring further action but also not formally clearing the transaction).
• The filings that are most at risk of continued delay are likely those with one or more of the following factors: 1) more significant complexity or potential mitigation considerations, 2) case timelines that were tolled relatively late in a given statutory period, thus leaving the Committee limited time to act now that timelines have recommenced, or 3) significant DHS involvement or equities.

Filings Submitted But Not "On The Clock"

• Normally, the process for getting "on the clock" takes a matter of weeks from the submission of the initial filings. For filers during the shutdown, this period has taken much longer because CFIUS generally did not formally accept the filings or start the associated review periods during the shutdown. Under applicable regulations, absent tolling, CFIUS must either 1) provide comments on, or 2) begin formal reviews of, Notices in which parties have stipulated that CFIUS has jurisdiction within 10 days of the filing being submitted to CFIUS. This means the relevant 10-day clocks have now started on all such filings submitted during the shutdown period. CFIUS will now have to act relatively quickly given these timelines being triggered for all such filings submitted during the 76-day shutdown period.
• With the shutdown now at an end and CFIUS having provided comments on draft filings despite the shutdown, timelines to get "on the clock" may remain extended for a brief period of time, but CFIUS is more likely to get cases on the clock quickly and attempt to manage the influx of active cases more towards the end of reviews. Thus, Notices that are put on the clock in the next few weeks may be moved into the second 45-day "Investigation" period instead of clearing in the Review period more frequently than usual, or requests for a "withdrawal and refiling" from the Committee for filings already in the Investigation period and parties with Declaration newly on the clock may also see more instances of requests for filing Notices or "shoulder shrug" responses from CFIUS, similar to parties with Declarations already in the Assessment period.
• Because the 10-day timeline for Notices with jurisdictional stipulations is satisfied by providing comments on a submitted Notice, CFIUS has some flexibility to manage this backlog and may still stagger the beginning of formal reviews, prioritizing transactions presenting higher risk profiles so that those reviews begin first, with transactions less likely to present national security risks possibly being delayed or subject to more draft comments than usual so that CFIUS can avoid starting too many cases at once and causing issues with their processing later in the Review period.
• With respect to Declarations, applicable regulations require CFIUS to "promptly" inspect submitted Declarations and either notify parties that the Declaration is incomplete or notify them that CFIUS has accepted the Declaration and begun the 30-day Assessment period. Although we understand CFIUS plans to get as many filings on the clock as quickly as possible, CFIUS could also interpret the requirement for "prompt" action more expansively to allow it to begin Declaration assessments on a staggered basis – again, likely prioritizing mandatory filings and filings related to transactions with substantial timing pressures due to financing deadlines or similar issues.

Transactions Not Yet Filed With CFIUS

• Parties in this situation will largely face the longest-term residual impacts of the tolling period, particularly if the relevant U.S. business has substantial connections with DHS components that are still not fully funded (e.g., as a prime or subcontractor).
• Although these filings will be subject to the same 10-day or "prompt" action requirements for Notices and Declarations discussed above, they generally will be at the back of the line in CFIUS' backlog of cases and thus will face further extended timelines, absent factors that would make them priorities as CFIUS works to clear the backlog. Thus, even if the parties' filing is not made until several weeks from now, CFIUS will likely still be trying to "catch-up" and clear a backlog of cases. This backlog could be even more prominent a few weeks from now if CFIUS chooses to manage it by quickly starting reviews of cases currently waiting to get on the clock. In that scenario, the deepest backlog of cases would come to the end of applicable statutory periods throughout the first three weeks of June 2026, with CFIUS having to manage the administrative requirements for closure of those cases within a short amount of time, potentially limiting the resources available to review new filings and get those cases on the clock at the same time.
• Further, even once on the clock, parties should anticipate the typical timelines for reviews – including the receipt of CFIUS clearances or completion of mitigation negotiations – being longer than usual as CFIUS continues to work through the influx of cases, regardless of the particular strategy used to manage the temporary increase in caseloads.

Conclusion

Depending on the number of filings submitted during the shutdown, some delays in normal processing timelines are expected to continue through the summer, but also anticipate that CFIUS should be able to operate on more typical timelines (assuming there are not subsequent U.S. government shutdowns that trigger additional tolling periods) by fall 2026. Given this, parties should factor in potentially longer CFIUS processes to their thinking about transaction timelines and regulatory approvals.