Recent developments in the FDI screening in Romania and beyond

Monday 10 August 2026

Bruno Leroy

Leroy si Asociații, Bucharest

bruno.leroy@leroylaw.ro

Mihai Badea

Leroy si Asociații, Bucharest

Introduction

Romania introduced its current foreign direct investment (FDI) screening framework in 2022 through Government Emergency Ordinance No 46/2022 on the measures for implementing Regulation (EU) 2019/452 of the European Parliament and of the Council of 19 March 2019. It therefore established a framework for the screening of foreign direct investments into the EU, as well as for the amendment and completion of Competition Law No 21/1996 (GEO 46/2022). The review of foreign direct investments is primarily carried out by the Commission for the Examination of Foreign Direct Investments (CEISD), a collegial body chaired by the Head of the Prime Minister’s Chancellery, comprising representatives of key ministries and institutions and permanent invitees from intelligence services.

Since its introduction, the Romanian regime has profoundly shaped M&A practice due to its extensive reach, capturing various types of transactions, including new investments; and, following Government Emergency Ordinance No 17/2026 amending and supplementing certain normative acts (GEO No 17/2026), also certain acquisitions of tangible or intangible assets, in defined sensitive sectors.

Romania’s legislative landscape shifted significantly with the adoption of GEO No 17/2026, a measure that effectively recalibrates the entire national screening mechanism. At the same time, a new regulation governing the CEISD’s operations and an updated notification form are under preparation. This national overhaul coincides with the Regulation (EU) 2026/1386 of the European Parliament and of the Council of 17 June 2026 on the screening of foreign investments in the Union (Regulation (EU) 2026/1386), which was published in the Official Journal of the European Union on 26 June 2026. Regulation (EU) 2026/1386 repeals Regulation (EU) 2019/452 of the European Parliament and of the Council of 19 March 2019 establishing a framework for the screening of foreign direct investments into the EU (Regulation (EU) 2019/452) and will become fully applicable on 17 January 2028, when all Member States will have to have their FDI regimes updated to the new minimum standards.

Amendments introduced by GEO No 17/2026

Broadened scope: asset deals and sensitive sectors

A significant change introduced to the national regime by GEO No 17/2026 is the expansion of the FDI definition to capture the acquisition of tangible and intangible assets within sensitive sectors, for the purpose of conducting business activities.

For asset-deal coverage, GEO No 17/2026 introduces a dedicated list of sensitive areas, including: (1) critical and advanced technologies – artificial intelligence, robotics, semiconductors and electronic components, cybersecurity, aerospace, defence technologies, energy storage, quantum computing, nuclear technology, nanotechnology and biotechnology; (2) critical infrastructure spanning energy, transport, water, health, communications, data processing and storage, aerospace, defence, electoral and financial infrastructure, and sensitive installations including land and real estate essential for their functioning; (3) the pharmaceutical sector, including research, development, production, distribution, and supply of medicines, medical devices and active substances; (4) the defence sector and defence industry, encompassing production, development, maintenance, repair, integration, testing, and supply of military or dual-use equipment, technologies, systems, and services; and (5) the agri-food sector, including local production and processing facilities, agricultural land, irrigation infrastructure, grain port terminals, silos, gene banks and fertiliser production technologies.

Furthermore, GEO No 17/2026 provides for the adoption of a government decision approving technical subdomains exclusively relevant for the FDI screening mechanism, based on a CEISD proposal and subject to the Supreme Council for National Defence (CSAT) endorsement. This will replace the current list of sectors relevant to national security, as provided by Decision of the Supreme Council for National Defence No 73/2012 on the application of Article 46(9) of Competition Law No 21/1996, to align the practice and ensure more certainty for investors.

Revised thresholds and below-threshold review

GEO No 17/2026 raises the mandatory filing threshold from €2m to €5m, calculated using the National Bank of Romania (BNR) exchange rate from the final day of the preceding financial year.

While this increase eases the regulatory burden on mid-market transactions, CEISD retains full discretion to review below-threshold investments if their nature or potential effects, considering also the criteria set out in Article 4 of the Regulation (EU) 2019/452, may have an impact on national security or public order, or present risks as regards them or are likely to affect projects or programmes of EU interest, a competency which preserves an element of unpredictability for smaller deals.

Transaction aggregation

A new aggregation mechanism provides that transactions having a similar or interdependent object, carried out within one year between the same persons or undertakings, concerning the same enterprise, may be notified together. Moreover, if two or more interdependent operations within a one-year period are realised by the same natural and/or legal person or take place between the same natural and/or legal persons, they are considered a single investment, even if the individual value of each operation is below €5m. The notification obligation arises when the cumulative value reaches the €5m threshold. Practitioners must therefore maintain a rolling, multi-transaction view to prevent non-compliance.

Intra-group exemption

Recognising the burden on routine corporate reorganisations, GEO No 17/2026 introduces an exemption for intra-group restructuring by EU investors or by investors from states that have adhered to the OECD Codes of Liberalisation of Capital Movements and of Current Invisible Operations. This exemption is conditional on two cumulative factors: (1) there must be no change regarding effective control or the ultimate beneficial owner (UBO); (2) the financing must originate strictly from within the corporate group, from EU-originating sources or from states that have adhered to the OECD Codes of Liberalisation of Capital Movements and of Current Invisible Operations.

Revised procedural timelines and fees

The new framework introduces a 50 per cent lower filing fee of €5,000, alongside a refund mechanism applicable if CEISD fails to issue its opinion within the statutory deadlines.

Under Article 9 of GEO No 46/2022, as amended by GEO No 17/2026, the statutory term for the CEISD to issue its opinion is reduced from 60 to 45 calendar days from the date the notification is deemed complete, aligning it with the EU approach. For unconditional approvals, the Prime Minister’s Chancellery shall issue the final authorisation order instead of the plenary of the Competition Council, following a positive CEISD opinion and the new deadline is set at a maximum of ten calendar days from the receipt of the CEISD opinion.

As regards the detailed investigation phase, triggered when consulting the CSAT is deemed necessary by CEISD, this stage is capped at 90 days, extendable once by a maximum of 45 days for duly justified reasons.

Investors must respond to information requests within 30 calendar days, extendable once by 15 days. Failure to comply leads to the automatic closure of the file without prejudice to re-filing.

Interaction with merger control

The amendments further refine and formalise the interaction between merger control and FDI screening. Specifically, if a notified concentration also triggers a detailed CEISD investigation due to potential national security concerns, the merger review deadlines are automatically suspended until CEISD informs the Competition Council of the issuing of its opinion. Should CEISD issue a negative opinion, the merger control procedure ceases entirely.

Anticipated changes to the CEISD operating regulation and notification form

A draft Government Decision approving the Regulation on the organisation and functioning of CEISD and the CEISD Secretariat, intended to replace Government Decision No 1326/2022 approving the Regulation on the organisation and functioning of the Commission for the Examination of Foreign Direct Investments and the Regulation on the organisation and functioning of the CEISD Secretariat (GD No 1326/2022), proposes a modification of the rules governing the CEISD’s organisation, functioning, and workflows.

The draft regulation contains several key proposals. First, it advances the digitalisation of the notification system. As also contemplated by GEO No 17/2026, notification forms are expected to be submitted through a dedicated IT platform using a valid electronic signature, while the requirement to submit the form in both Romanian and English would be maintained. The platform would be developed by the Prime Minister’s Chancellery in collaboration with the Special Telecoms Service and is expected to increase investor visibility and predictability regarding the administrative process. It would be used for filing requests, managing administrative flows, ensuring procedural traceability and enhancing information security, particularly in relation to sensitive or personal data.

Second, the draft regulation proposes a redesigned notification form. The new draft form significantly expands the data points required from investors, including more information on aspects such as export controls, clients, UBOs or the unique selling points of products and services.

Third, the draft regulation introduces a more detailed monitoring framework for conditional authorisations. CEISD would be empowered to organise technical oversight meetings with investors, designate competent monitoring authorities and systematically detect any deviations from structural or behavioural commitments.

The new EU FDI screening regulation

At the EU level, Regulation (EU) 2026/1386 introduces some core changes, presented in turn below. First, and most importantly, it requires all Member States to establish and maintain national screening mechanisms with a common minimum scope, thereby eliminating regulatory gaps across the single market. Second, it establishes a unified baseline of sensitive sectors that Member States must cover in their screening mechanisms, while excluding greenfield investments from the mandatory scope. Regulation (EU) 2026/1386 also strengthens EU-wide procedures for cooperation between Member States and the European Commission, thus putting greater emphasis on the coordinated assessment of cross-border security and public order risks. Finally, it also worth noting that Regulation (EU) 2026/1386 introduces defined periods for the call-in powers of the authorities as regards non-notifiable investments or not-filed/late-filed qualifying investments.

Romania’s recent amendments under GEO No 17/2026 demonstrate a high degree of pre-emptive alignment with this overhauled EU framework, positioning the country among the states moving toward a relatively comprehensive screening architecture, in particular given the significant increase of the caseload of CEISD, with several hundred transactions being reviewed in recent years.

Conclusion and practical advice

The enactment of GEO No 17/2026, together with the upcoming secondary legislation on the CEISD organisation and functioning and the final adoption of the new EU FDI screening framework, marks a significant evolution in Romania’s foreign investment policy. The proposed reforms combine procedural streamlining with an important refinement of the scope of application, aspects that are expected to improve efficiency and predictability.

Ultimately, these developments signal that FDI screening has become a core transaction workstream in Romania, as is the case across the EU. In sensitive sectors, early assessment, coordinated multi-jurisdictional regulatory strategy, and careful drafting of transaction documents will be essential to preserving deal certainty.

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