Outbound Investment Notifications

On August 9, 2023, the President issued Executive Order 14105, “Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern,” 88 FR 54867 (the Outbound Order), pursuant to his authority under the Constitution and the laws of the United States, including the International Emergency Economic Powers Act (IEEPA) (50 U.S.C. 1701 et seq.), the National Emergencies Act (50 U.S.C. 1601 et seq.), and section 301 of title 3, United States Code. In the Outbound Order, the President declared a national emergency to address the threat to the United States posed by countries of concern, which seek to develop and exploit sensitive technologies or products critical for military, intelligence, surveillance, or cyber-enabled capabilities. The Outbound Order directs the Secretary of the Treasury to issue regulations to prohibit or require notification of certain types of transactions by a U.S. person involving a person of a country of concern that is engaged in certain activities involving specific categories of advanced technologies and products. The Outbound Order also authorizes the Secretary of the Treasury to exempt from applicable prohibitions or notification requirements any transaction or transactions determined to be in the national interest of the United States and to investigate and make requests for information relative to notifiable or prohibited transactions. The Outbound Order identifies three categories of national security technologies and products: semiconductors and microelectronics, quantum information technologies, and artificial intelligence. In an Annex to the Outbound Order, the President identified the People’s Republic of China, along with the Special Administrative Regions of Hong Kong and Macau, as a country of concern. The Outbound Order directs the Secretary of the Treasury to issue regulations that identify categories of notifiable transactions that involve the national security technologies and products that the Secretary, in consultation with the Secretary of Commerce and, as appropriate, the heads of other relevant agencies, determines may contribute to the threat to the national security of the United States identified in the Outbound Order. U.S. persons are required to notify the Department of the Treasury (Treasury) of each such transaction and include relevant information about the transaction in each notification. On November 15, 2024, Treasury published a final rule (Final Rule), 89 FR 90398, to implement the Outbound Order. As relevant to this Supporting Statement, the Final Rule requires U.S. persons to submit a notification with respect to (i) any “notifiable transaction”, as defined in the Final Rule; (ii) any transaction by a controlled foreign entity that would be a notifiable transaction if engaged in by a U.S. person; and (iii) any transaction for which a U.S. person acquires actual knowledge after the completion date of the transaction that the transaction would have been a prohibited or notifiable transaction if such knowledge had been possessed by the relevant U.S. person at the time of the transaction. Such notification will include relevant details on the U.S. person involved in the transaction as well as information about the transaction and the covered foreign person involved. The Final Rule requires any U.S. person that has filed a notification to respond to any questions or document requests from Treasury related to the transaction or compliance with the Final Rule; maintain a copy of the notification filed and supporting documentation for a period of ten years from the date of the filing; and notify Treasury in writing of any material omission or inaccuracy in a previous submission.

The latest form for Outbound Investment Notifications expires 2028-02-29 and can be found here.