The investigation dates to at least last year and has focused, at least in part, on whether donations to his gubernatorial campaign violated the law, the officials said.
McAuliffe wasn't notified by investigators that he is a target of the probe, according to the officials.
"The Governor will certainly cooperate with the government if he is contacted about it," said Marc Elias, attorney for McAuliffe campaign, in a statement to CNN.
As part of the probe, the officials said, investigators have scrutinized McAuliffe's time as a board member of the Clinton Global Initiative, a vehicle of the charitable foundation set up by former President Bill Clinton.
There's no allegation that the foundation did anything improper; the probe has focused on McAuliffe and the electoral campaign donations, the officials said.
Spokespeople for the Justice Department and the FBI declined to comment.
Speaking to reporters Tuesday, McAuliffe said he was "shocked" by the investigation and that it "has nothing to do with the Clinton Foundation."
"This was an allegation of a gentleman who gave a check to my campaign," McAuliffe said. "I didn't bring the donor in. I didn't bring him into the Clinton foundation. I'm not sure if I've even met the person, to be honest with you."
Among the McAuliffe donations that drew the interest of the investigators was $120,000 from a Chinese businessman, Wang Wenliang, through his U.S. businesses. Wang was previously delegate to China's National People's Congress, the country's ceremonial legislature.
"Neither the Governor nor his former campaign has knowledge of this matter, but as reported, contributions to the campaign from Mr. Wang were completely lawful," Elias said.
Wang also has been a donor to the Clinton foundation, pledging $2 million. He also has been a prolific donor to other causes, including to New York University, Harvard and environmental issues in Florida.
U.S. election law prohibits foreign nationals from donating to federal, state or local elections. Penalties for violations include fines and/or imprisonment.
But Wang holds U.S. permanent resident status, according to a spokeswoman, which would make him a U.S. person under election law and eligible to donate to McAuliffe's campaign.
Neither Wang nor his company used to make the donations have been contacted by U.S. investigators, according to the spokeswoman.
McAuliffe is the second consecutive Virginia governor to be investigated by Justice Department and the FBI. In 2014, Bob McDonnell was convicted of corruption charges related to $175,000 in loans and gifts he received from a donor and friend. The Supreme Court is weighing an appeal of the conviction.
It couldn't be learned what else the FBI and Justice Department are investigating as part of the probe in McAuliffe.
The officials say the investigation remains active and ongoing.