Romania proposes overhaul of investment screening regime

Broader scope: beyond share acquisitions

The regime will now capture both share and asset acquisitions – including tangible and intangible assets used in economic activities. Sensitive sectors have been redefined to reflect this expansion and include:

• critical and emerging technologies – AI, semiconductors, cybersecurity, quantum and nuclear tech;
• critical infrastructure – energy, transport, health, communications, financial systems, data processing;
• defence and dual-use industries;
• pharmaceuticals – production and distribution; and
• agro-food and agriculture.

These changes will substantially increase the volume and variety of transactions requiring clearance, marking a notable expansion of Romania's investment screening regime in practice.

Higher thresholds, tighter controls

The filing threshold will increase from EUR 2m to EUR 5m. However, the authority retains significant discretion to review sub-threshold deals that may pose risks to national security or public order.

Anti-circumvention measures

New anti-fragmentation rules will prevent parties from artificially splitting transactions to dodge the threshold. Multiple interdependent deals between the same parties within a one-year period will be aggregated and treated as a single investment.

Intra-group flexibility

Certain intra-group reorganisations involving EU or OECD investors may qualify for exemption, provided there is no change of control or beneficial ownership and financing comes exclusively from qualifying jurisdictions. This offers valuable flexibility for internal restructurings.

Lower fees

The screening fee will be halved from the current RON equivalent of EUR 10,000 to EUR 5,000.

Clearer timelines and digital transparency

The draft ordinance sets clearer procedural timelines: substantive review will be completed within approximately 45 days from the filing being deemed complete, with extended periods reserved for complex or sensitive cases requiring deeper national security assessment.

A new dedicated IT platform will streamline filings and communications – a welcome step towards digitalisation.

Streamlined governance and decision-making

The newly rebranded Commission for the Examination of Direct Investments (CEID) will assume a strengthened role under government authority, with a leaner composition of representatives from key ministries and national security institutions. Clearances in straightforward cases will now be formalised through an order issued by the Chancellery of the Prime Minister, replacing the previous Competition Council decision requirement.

What this means for investors

Romania's FDI regime has evolved considerably in recent years, expanding both in scale and practical application, and this draft marks its most significant shift yet. If adopted, the ordinance will transform Romania's screening framework from a largely threshold-based system into a substantive, risk-focused regime.

While the higher threshold and reduced fee ease the formal administrative burden, the extension to asset deals and strengthened enforcement powers will significantly broaden the regime's practical impact, particularly for transactions involving strategic assets or sensitive sectors.

Screening obligations now extend beyond share acquisitions to asset deals and infrastructure transactions, including those involving technology, land or operational assets in sensitive sectors. Early-stage transaction planning, due diligence and deal structuring must integrate FDI screening considerations from the outset to mitigate regulatory risk and prevent costly delays.

authors: Georgiana Badescu, Cristiana Manea, Darius Trusculete