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This info corner provides an up-to-date overview of the currently existing FDI regimes in the CEE, covering the following aspects: Filing requirements, process and timetable, legal basis and related Schoenherr publications. Following the trend to tighten and set up FDI screening mechanisms, it will also keep pace with ongoing developments in jurisdictions where new rules are in the pipeline and therefore be continuously updated.
We have prepared a booklet that provides an up-to-date overview of the currently existing FDI regimes in CEE. Following the trend to tighten / set up FDI screening mechanisms, it will also keep pace with ongoing developments in jurisdictions where new rules are in the pipeline and therefore be continuously updated.
Click on each country to expand further information.
As of 11 October 2020 the EU FDI Screening Regulation is in force, ending the long wait for a Union framework to screen foreign direct investments. The umbrella spanned by the EU FDI Regulation is a further (crucial) building block in the EU's endeavours to tighten and coordinate the screening of foreign direct investments.
Please see here for more information.
A (mandatory) filing requirement is triggered if a foreign investor intends to carry out an investment (directly/indirectly) in an Austrian undertaking.
This includes (i) the acquisition of shares reaching/exceeding 10 %, 25 % and 50 % (voting rights), (ii) the acquisition of control, and (iii) the acquisition of essential/all assets of an undertaking (asset deals), provided that (a) the undertaking is active in a critical sector, and (b) the undertaking is Austrian, i.e. has its seat or its central administration in Austria (local nexus).
Please see here for more information.
Bosnia and Herzegovina does not have a foreign investment screening regime comparable to those now emerging in the European Union in light of the EU FDI Screening Regulation. However, it operates an authorisation system covering the defence and media sectors.
Please see here for more information.
New FDI legislation entered into force on 1 May 2021. It introduced a mandatory, suspensory, pre-closing notification obligation for acquisitions of "effective control" over companies active in the Czech Republic in industries deemed capable of threatening the security of the Czech Republic and internal or public order by parties resident outside the European Union, or whose ultimate controlling parent is resident outside the European Union.
Mandatory notifications can take the form of either (i) a mandatory FDI filing or (ii) a mandatory FDI consultation. If unclear whether a transaction constitutes a notifiable FDI, the
foreign investor can make use of a consulting procedure.
Please see here for more information.
Although there is no FDI filing requirement in Croatia, the Implementing Regulation has established the National Contact Point and the Interdepartmental Commission, which will act as the competent authorities for a coordination mechanism under the EU FDI Screening Regulation.
Please see here for more information.
Hungary has enacted two separate sets of FDI rules. The different regimes relate to different investors, and protect different companies/sectors. The relevant authorities, the procedural rules and fines are also different. However, an acquisition that violates the rules will be null and void under both regimes and the fines are quite significant in both cases.
Please see here for more information.
Montenegro does not have a foreign investment screening regime comparable to those emerging now in European Union in light of the EU FDI Screening Regulation. It operates a sector-specific authorisation system covering the defence sector.
Please see here for more information.
North Macedonia does not have a foreign investment screening regime comparable to those now emerging in the European Union in light of the EU FDI Screening Regulation, but operates a single-sector authorisation system specifically covering the defence sector. Additionally, there is mandatory registration of all direct investments made by non-residents.
Please see here for more information.
Poland has enacted two separate sets of rules related to different investors, with other companies/sectors protected, different competent authorities, separate procedural rules and fines.
Please see here for more information.
An information letter must be provided to the National Defence Council (via the Romanian Competition Council) if (i) the economic concentration (which involves a change of control) occurs in one of the relevant sectors, and (ii) the turnover thresholds required for a merger control filing (i.e. aggregate worldwide turnover of EUR 10m and Romanian turnover of EUR 4m for the involved parties) are not fulfilled.
Please see here for more information.
The Romanian Competition Council has published a draft law aimed to tighten the FDI screening (please see here for more information); public consultation is still ongoing at this date.
Serbia does not have a foreign investment screening regime comparable to European regimes shaped by the EU FDI Screening Regulation. Rather, Serbia operates a single-sector authorisation system covering the defence sector.
Please see here for more information.
New investment screening legislation entered into force on 1 March 2021. Under the new FDI regime the acquisition of a shareholding in certain designated entities or of the business of these entities needs to be reported and may be subject to approval of the Slovak Government.
This obligation applies regardless of whether the acquirer is a Slovak or foreign entity and also applies to indirect transactions, i.e. a change in the persons having a direct or indirect participation in the operator of critical infrastructure exceeding a 10 % shareholding or voting rights is eligible to be screened.
Please see here for more information.
A (mandatory) filing requirement is triggered if a foreign investor intends to carry out or has carried out a foreign direct investment (i.e. merger or acquisition of an undertaking, investment in tangible and intangible assets, acquisition of the right to dispose of land and real estate essential to critical infrastructure / located near such infrastructure), which aims to establish or to maintain lasting and direct links between the foreign investor and an undertaking active in a sector affecting the security and public order of Slovenia and is seated in Slovenia, and the investment concerns at least 10 % of the capital or the voting rights.
Please see here for more information.
FDI booklet
This booklet provides an up-to-date overview of the currently existing FDI regimes in CEE. Following the trend to tighten / set up FDI screening mechanisms, it will also keep pace with ongoing developments in jurisdictions where new rules are in the pipeline and therefore be continuously updated.
The FSR general tool
On 12 July 2023 the general or ex officio tool of the FSR became applicable. The tool empowers the European Commission (EC) to investigate cases where foreign subsidies are suspected of having a distortive effect on the EU's internal market, even if they do not fall within the scope of the other two FSR tools (M&A tool and public procurement tool). This gives the EC a powerful instrument to tackle market distortions from subsidies granted by third countries.
Bulgaria soon to adopt an FDI screening regime
Bulgaria is among a minority of EU countries that have not yet adopted a foreign direct investment (FDI) screening regime. This is about to change with the introduction in late June of a bill on the amendment of the Investment Promotion Act, implementing the screening mechanism under Regulation (EU) 2019/452.
Navigating the foreign direct investment landscape: key changes and implications of the new Slovenian regime
Effective from 1 July 2023, a new foreign direct investment ("FDI") regime will come into effect in Slovenia, bringing significant changes to the scope and procedures surrounding FDI notifications.
Hot off the press: Romanian FDI regime formally extended to EU investors
The Romanian FDI regime has formally shifted to a stricter approach, with EU (including Romanian) investors now being specifically covered. We refer to Law No. 164/2023 (the "FDI Law") aimed at implementing and amending Emergency Government Ordinance No. 46/2022 ("EGO 46"), which was published in the Official Gazette of Romania on 7 June 2023.
First Annual Report on Czech FDI screening – main takeaways
The Czech foreign direct investment screening regime entered into force on 1 May 2021. The Ministry of Industry and Trade ("MIT"), which is responsible for the screenings, has now published its first annual report. The report takes stock of the first year of enforcement. Below we discuss the enforcement trends that have emerged from the report.
Moldova: Control of investments legislation entered into force
Through its 11 November 2021 law ("Law 174/2021"), the Moldovan Parliament approved the rules on control of investments into sectors important for the security of the state. Law 174/2021 applies equally to local and foreign investors and entered into force on 19 November 2021.
New investment screening mechanism in Slovakia
On 1 February 2021, the Slovak Ministry of Economy submitted an investment screening proposal to the government. This proposal was approved by the National Council (with amendments) on 5 February 2021 and is scheduled to enter in force on 1 March 2021.
Romania: FDI rules soon to be tightened
At the end of December 2020, the Romanian Competition Council (the "RCC") published an updated iteration of the draft Emergency Government Ordinance implementing the FDI Regulation (the "FDI Draft Law").
Has Croatia implemented FDI screening mechanism?
On 2 October 2020 the Regulation on the Implementation of the EU Foreign Direct Investment (FDI) Screening Regulation (2019/452) (OJ L 79I, 21 March 2019) (the Implementing Regulation) entered into force.
Austrian Parliament adopts new FDI screening act
On 15 July 2020 the Austrian Parliament adopted a new FDI screening act (Investitionskontrollgesetz, "ICA"), following the trend to tighten the regulatory framework for foreign investment screening (read more here: Austrian government proposes new FDI screening act).
CEE ramps up screening of foreign direct investments (FDI)
FDI screening was for a long time a blank spot on the regulatory landscape for most countries in Central Eastern Europe (CEE). Unlike Western European Member States, so far relatively few countries in Central Eastern Europe (Austria, Poland, Hungary, Romania) had instruments that allowed vetting foreign investments; albeit often with little practical relevance.
Transactions under political scrutiny – A new FDI regime in Austria
Following the adoption of the new EU framework for screening of foreign direct investments (see Schoenherr Newsletter 13.03.2019), the Austrian government recently published a draft bill to amend the current rules on foreign direct investments (FDI) into Austria.
If you have any questions regarding FDI, feel free to contact us:
Volker
Weiss
Office Managing Partner
belgium / EU
Ana
Mihaljević*
Attorney at Law in cooperation with Schoenherr
croatia
Jan
Kupčík
Attorney at Law
czech republic
Adrian
Menczelesz
Attorney at Law
hungary
Vladimir
Iurkovski
Office Managing Partner
moldova
Cristiana
Manea
Senior Attorney at Law
romania
Michal
Lučivjanský
Counsel
slovakia