CFIUS clearance is often required for Latin American investments in U.S. critical mineral assets, even minority stakes.

The Committee on Foreign Investment in the United States (CFIUS) is an interagency body authorized to review foreign investments that could affect U.S. national security. For companies in Latin America seeking to invest in U.S. critical mineral assets—such as lithium, copper, rare earth elements, and graphite—CFIUS clearance has become a pivotal step in the transaction process. This guide explains what CFIUS covers, who must file, the step-by-step compliance process, timelines and costs, common mistakes, and how Coppermont can help you navigate these requirements.

CFIUS Authority Under FIRRMA and Coverage of Critical Minerals

CFIUS was established under the Defense Production Act of 1950 and expanded by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). FIRRMA granted CFIUS authority over non-controlling investments in certain U.S. businesses that deal with critical technologies, critical infrastructure, or sensitive personal data. Critical minerals are explicitly covered under the critical infrastructure category because they are essential for defense, energy, and technology supply chains. Any foreign person or entity, including those from Latin America, that acquires a controlling stake or certain non-controlling rights in a U.S. critical mineral company may be subject to CFIUS review.

The scope of CFIUS review includes transactions that could result in foreign control of a U.S. business involved in mining, processing, refining, or recycling critical minerals. It also covers investments that grant the foreign investor access to non-public technical information, board membership or observer rights, or involvement in substantive decision-making about the use of critical mineral assets. Even minority investments in joint ventures or partnerships with U.S. critical mineral firms can trigger a mandatory declaration if the foreign investor is from a country of special concern, though Latin American investors typically are not subject to mandatory filing unless the target business is involved with certain advanced technologies.

Who This Applies To: LATAM Investors and Critical Mineral Assets

Who this applies to includes private equity firms, sovereign wealth funds, mining conglomerates, and strategic investors from Latin America—particularly from countries like Chile, Argentina, Peru, Brazil, and Mexico, which are major producers of lithium, copper, and other critical minerals. If you are a Latin American entity planning to acquire, merge with, or invest in a U.S. company that extracts, processes, or supplies critical minerals, you should assess whether CFIUS jurisdiction applies. The U.S. Department of the Treasury’s CFIUS website provides a preliminary assessment tool, but professional guidance is strongly recommended because the rules are complex and fact-specific.

Step-by-Step CFIUS Compliance Process

The compliance process begins with pre-filing preparation. This involves identifying the exact nature of the transaction, the U.S. business’s activities related to critical minerals, and any foreign government affiliations of the investor. You will need to gather detailed information about the U.S. target, including its ownership structure, contracts with the U.S. government, and involvement in any defense or energy programs. Next, you must decide whether to submit a voluntary notice or a mandatory declaration. For most Latin American investors, a voluntary notice is the appropriate path unless the transaction involves a U.S. business that is a “TID U.S. business” under FIRRMA—meaning it deals with critical technologies, critical infrastructure, or sensitive personal data. Critical mineral businesses are generally considered critical infrastructure, so a mandatory declaration may be required if the investment gives the foreign investor certain governance rights.

Once you determine the filing type, you prepare and submit the CFIUS notice or declaration through the CFIUS Case Management System. A voluntary notice includes extensive documentation: transaction agreements, business plans, information on the foreign investor’s ownership and control, and a detailed description of the U.S. business’s operations. A mandatory declaration is shorter but must still include key facts. After submission, CFIUS has 30 days to review a voluntary notice, during which it may request additional information or ask clarifying questions. If the committee identifies national security concerns, it can open a 45-day investigation. For declarations, CFIUS has 30 days to either clear the transaction, request a full notice, or initiate an investigation. The entire process, from preparation to final decision, can take from three to nine months depending on complexity.

Timelines and Costs for CFIUS Review

Timelines vary significantly. For a straightforward voluntary notice with no national security concerns, the review may be completed within 30 days. If an investigation is opened, the total timeline extends to 75 days after the notice is accepted. However, extensions are common if the transaction involves multiple foreign parties or sensitive assets. Costs also vary. Legal and advisory fees for CFIUS preparation and filing can range from $50,000 to $500,000 or more, depending on the transaction size and complexity. Smaller investments may cost less, but the due diligence required—especially for critical mineral assets—often involves specialized consultants and export control experts. Additionally, there is no filing fee with CFIUS itself, but the internal and external costs of assembling the submission are substantial.

Common Mistakes That Delay or Derail CFIUS Clearance

Common mistakes that delay or derail CFIUS clearance include underestimating the breadth of information required. Many investors fail to provide complete organizational charts or neglect to disclose all foreign government ties, even indirect ones. Another frequent error is assuming that a minority investment automatically avoids CFIUS jurisdiction. Under FIRRMA, certain minority investments in critical mineral businesses are still covered if they grant access to non-public technical information or board involvement. Investors also sometimes submit a declaration when a full notice is more appropriate, leading to a request for a full notice and wasted time. Finally, failing to engage with CFIUS early—especially if the transaction is likely to raise concerns—can result in last-minute surprises or even a forced divestment.

How Coppermont Supports Your CFIUS Compliance Journey

To avoid these pitfalls, Coppermont advises clients to conduct a thorough CFIUS risk assessment before signing any definitive agreements. This includes mapping the U.S. target’s role in critical mineral supply chains, identifying any U.S. government contracts, and evaluating the investor’s background for potential red flags. Coppermont’s trade advisors work with experienced CFIUS legal counsel to prepare comprehensive notices and manage the review process. We also help Latin American investors understand the broader regulatory landscape, including export controls under the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR), which may apply to certain critical mineral technologies.

Another critical consideration is the evolving nature of CFIUS enforcement. In recent years, the committee has increasingly focused on supply chain security, particularly for minerals deemed critical by the U.S. Department of Energy and the Department of Defense. Latin American investors should monitor updates to the U.S. Critical Minerals List, which is revised periodically. For example, lithium and graphite have been designated as critical, and any investment in U.S. companies involved in these sectors may attract heightened scrutiny. Coppermont tracks these policy changes and integrates them into our advisory services, ensuring that clients are not caught off guard by new filing requirements or national security concerns.

Negotiating Mitigation Agreements

In practice, a successful CFIUS process for a Latin American critical mineral investment often involves negotiating mitigation agreements. If CFIUS identifies risks, it may allow the transaction to proceed subject to conditions, such as restricting the foreign investor’s access to certain facilities, requiring a security clearance for personnel, or establishing a board-level committee to oversee compliance. These mitigation measures are tailored to the specific transaction and can be complex to implement. Coppermont assists clients in negotiating and implementing these agreements, drawing on our experience with cross-border trade and regulatory compliance.

For example, a Chilean mining company seeking to acquire a U.S. lithium processing plant would need to demonstrate that the investment does not pose a risk to U.S. supply chain security. This might involve showing that the company’s operations are transparent, that it has no ties to adversarial governments, and that it will maintain U.S. workforce and technology standards. Coppermont would guide the client through assembling this evidence and preparing a narrative that addresses CFIUS’s likely concerns.

Beyond CFIUS: Other Regulatory Considerations

Finally, it is important to note that CFIUS review is not the only regulatory hurdle. Critical mineral investments may also require approval from the Committee on Foreign Investment in the United States for real estate transactions near military installations, or from the Department of Energy for certain energy-related assets. Coppermont offers a holistic compliance assessment that covers all relevant U.S. agencies, ensuring that your investment proceeds smoothly from start to finish.

Key Takeaways and Next Steps

In summary, CFIUS considerations for critical mineral investments from Latin America are complex but navigable with the right preparation and expertise. The process involves understanding jurisdiction, preparing thorough documentation, managing timelines and costs, and avoiding common mistakes. By working with a knowledgeable trade advisory firm like Coppermont, you can mitigate risks and focus on the strategic value of your investment. Our team combines regulatory expertise with deep knowledge of Latin American markets and U.S. trade law, providing you with a clear path forward.

To discuss your specific CFIUS needs, contact Coppermont today. We will help you assess your transaction, prepare the necessary filings, and engage with CFIUS effectively. With Coppermont, you gain a partner who understands the nuances of cross-border trade and compliance.