FDI SCREENING: KEY CHANGES TO THE APPLICABLE LEGISLATION

The Government adopted the GEO no. 17/2026, in force since 13.03.2026, amending and supplementing the legal framework for FDI screening established under the GEO no. 46/2022. The new regulation aims to clarify existing procedures, to modify the threshold for EU FDI screening from 2 to 5 million euros, widen the scope of the mechanism and strengthen the examination tools of investments potentially impacting national security or public order.

The newly enacted legislative changes are also part of a broader European trend to strengthen FDI screening mechanisms, in application of Regulation (EU) 2019/452.

Extended coverage of the definition of investment – it now includes the acquisition of assets

One of the main modifications brought is the expansion of definition of foreign direct investment to include the acquisition by a foreign investor of “tangible and/or intangible assets in sensitive sectors”, not only transactions resulting in control take-over.

This change allows the authorities to screen “asset deal” transactions, through which critical infrastructure, technologies or industrial capacities relevant to economic security can be acquired.

Previously, the mechanism focused mainly on transactions enabling the investors to control a company or on investments in tangible and intangible assets related to the start-up of a new company, the expansion of the capacity of an existing company, the diversification of the production of a company with products not previously manufactured or a fundamental change in the general production process.

This change reduces the risk that investments with strategic impact are made through asset deals, circumventing the authorization procedure.

At the same time, an important change is the increase from 2 million to 5 million euros of the threshold over which investments fall under FDI control.

Clarification of sensitive areas

GEO No. 17/2026 introduces an explicit list of sensitive areas where investments may be subject to screening. These include:

• critical and advanced technologies (AI, robotics, semiconductors and electronic components, cybersecurity, aerospace technologies, defence and national security technologies, energy storage technologies, quantum technologies, nuclear technologies, nanotechnologies, biotechnologies);
• critical infrastructure (energy, transport, water, health, communications, data processing and storage, aerospace infrastructure, defence infrastructure or electoral or financial infrastructure, sensitive installations, as well as land and real estate essential for the use of such infrastructure);
• the pharmaceutical sector, including research, development, production, distribution and supply of medicines, medical devices and active substances;
• the defence industry; 
• the agri-food sector, including domestic production and processing facilities, agricultural lands, irrigation infrastructure, grain port terminals, silos and warehouses, gene banks, fertilizer production technologies.

The aforementioned areas as detailed by the GEO no. 17/2026 refer exclusively to operations for the acquisition of tangible and/or intangible assets for the purpose of carrying out an economic activity, without prejudice to the areas provided for in art. 2 of CSAT Decision no. 73/2012 nor to the provisions of the GEO no. 98/2010 regarding the identification, designation and protection of critical infrastructures, approved with amendments by Law no. 18/2011.

Mechanisms for anti-fragmentation of transactions

In order to prevent the circumvention of the control mechanisms through the artificial fragmentation of transactions, GEO no. 17/2026 introduces rules on the aggregation of interdependent operations.

Thus:

• two or more transactions carried out within one year period between the same persons or entities regarding the same company and having a similar or interdependent purpose, may be treated as a single investment; the investor may include all such transactions in a single filing;
• two or more interdependent operations carried out within a one year period by the same natural and/or legal person, or between the same natural and/or legal persons, shall be deemed to constitute a single investment where the value of each individual operation is below the threshold of EUR 5 million; the obligation to file for authorization arises once the cumulative threshold is reached.

Exceptions for intra-group reorganizations

The new regulation also introduces an exception for certain internal corporate operations of groups of companies. Intra-group restructurings or reorganizations, as well as transactions between entities from the EU or OECD countries, are not subject to notification, if there is no change in effective control or the beneficial owner, and the financing comes exclusively from intra-group sources or from the EU/OECD area.

Reduction of the amount of the screening fee

GEO No. 17/2026 amends Competition Law No. 21/1996 by reducing the screening fee applicable to authorization applications submitted under GEO No. 46/2022 from EUR 10,000 to EUR 5,000 (payable in lei at the NBR exchange rate applicable on the date of payment).

The fee shall be refunded where:

• the screening conditions are not met;
• or, as newly provided, where the CEISD opinion is issued after the expiry of the statutory deadlines.

The unrecovered amounts become the Competition Council's revenues, which can be used to finance CEISD activity (training, studies, allowances, international cooperation, event organization). The annual surplus is transferred to the state budget at a rate of 75% (after covering expenses), and the revenues can also finance capital expenditures.

Strengthening the institutional role of the CEISD

The GEO no. 17/2026 also brings amendments regarding the organization of the Commission for the Screening of Foreign Direct Investments (CEISD).

Among the main elements are:

• expanding institutional representation within the commission;
• establishing a permanent group of experts for investment analysis;
• permanent participation of institutions in the field of national security.

Also, members and experts involved in the screening of investments must hold security certificates for access to classified information.

Modifications to procedural timelines

The GEO No. 17/2026 brings a series of specific adjustments to the deadlines applicable to the FDI screening procedure regulated by GEO No. 46/2022, as well as to related administrative procedures.

• Sending of additional information requested by the CEISD to investors in relation to the submitted authorization file. The GEO No. 17/2026 extends the deadline for providing such information from 15 days to 30 days with the possibility of extension by another 15 days; in the event that the foreign investor or the EU investor does not provide the requested information, the screening procedure will be closed, and the respective investor may submit a new authorization application if he intends to make the investment.
• The CEISD opinion proposing the authorization of the investment is transmitted to the Chancellery of the Prime Minister, which will issue the authorization order, within 10 calendar days from the receipt of the CEISD opinion.
• The points of view requested by the CEISD in the case of a new investment or an investment in the EU under screening requested from other authorities, public institutions, undertakings or associations of undertakings, shall be communicated to the Commission within a maximum of 20 days from the request, as compared to the previous period of 45 days.
• In the event that, taking into account the specifics and complexity of the application for authorisation under analysis or its impact on national security and public order, as well as on projects and programmes of interest to the European Union, the CEISD decides that consultation with the CSAT is necessary, the CEISD shall initiate a detailed investigation of the application for authorisation, immediately informing the applicant. The detailed investigation, at the CEISD level, shall be completed within 90 calendar days from the date of its initiation, with the possibility of extension once, for duly justified reasons, by a maximum of 45 calendar days. The procedure for the detailed investigation of the authorization application may also be initiated at the request of the CSAT when it has data or information that the authorization application pending at the CEISD may be falling under the GEO no. 46/2022.
• If, upon completion of the detailed investigation of the authorization application, the CEISD proposes conditional authorization or denies it, the CSAT will issue, upon request of the CEISD, a decision to be communicated within 90 days from the date of the request.
• The CEISD clearance shall be issued within 45 calendar days from the date on which the notification is declared complete, containing all the information and documents requested from the applicant.
• The decisions of the Competition Council imposing fines constitute enforceable titles, without any other formality, within 30 days from their communication.

GEO no. 17/2026 strengthens the procedural framework of the investment screening mechanism by introducing an IT platform dedicated to managing authorization applications.

Impact of the changes on the investment environment

The changes introduced by the GEO no. 17/2026 mark the maturing of the Romanian FDI screening mechanism with potential impact on economic security and strategic infrastructures.

For investors, these changes imply a more careful legal analysis of the structure of transactions, the assessment of the investment’s classification in sensitive sectors and the verification of notification obligations before implementing the transaction.