CMS Expert Guide to Foreign Investment Screening Laws in Romania

The Romanian legislative framework governing FDI screening includes the following:  

• Government Emergency Ordinance no. 46/2022 implementing 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 Union (the “EU FDI Regulation”) (as subsequently amended) (“FDI GEO”);
• Competition Law no. 21/1996 and the Merger Control Regulation approved by Order no. 432/2017 of the President of the Romanian Competition Council (“RCC”); and
• Supreme Council for State Defence (“SCSD”) Decision no. 73/2012 on the application of article 46 paragraph (9) of the Competition Law.

The latest amendments to the Romanian FDI legislation were introduced through Guidelines issued by the Competition Council on 30 July 2025 on measures for implementing FDI GEO (the “FDI Guidelines”).  

It is currently envisaged that the legal framework will be amended further, but the amendments are subject to ongoing public debate and have not yet been finalised. This guide will be updated once the amendments are adopted.

The Romanian FDI regime may catch a wide array of transactions, such as mergers, acquisitions (either share deals or asset deals), partnerships, greenfield investments, intra-group reorganisations or even share capital increases.

Investments subject to screening (regardless of the investor's nationality) may be related to:

• An existing business: investments concerning an existing business activity are caught if made with the purpose of establishing or maintaining lasting and direct relationships between the investor and the entrepreneur or the company for which the funds are intended. This includes, but is not limited to, investments that enable the investor to participate in the management or control of the company.
  As such, even transactions that entail an acquisition of a minority shareholding, intra-group reorganisations, or share capital increases may be caught by the FDI regime.
• Greenfield investments: investment in a new business activity concerning setting up of a new business, extending the capacity of an existing business, diversifying the production of a business into products not previously manufactured or a fundamental change in the overall production process of an existing business.

In both cases two additional conditions must be met cumulatively for the investment to trigger a mandatory FDI filing in Romania:

• The investment is made within certain economic sectors, and
• The value of the investment exceeds EUR 2 million, as further detailed below.

The Romanian FDI regime applies to investments in a business activity that could affect:

• security of Romanian citizens and community;
• security of Romania’s borders;
• security of Romania’s energy sector;
• security of Romania’s transport sector;
• security of Romania’s vital resources supply systems;
• security of critical infrastructure;
• security of information and communications systems;
• security of financial, fiscal, banking and insurance activities;
• security of production and circulation of weapons, ammunition, explosives, toxic substances;
• industrial security;
• protection against disasters;
• protection of agriculture and environment; and
• protection of operations through which state-owned enterprises are privatised and protection of their management.

Relevant investments in a relevant sector that exceed the threshold of EUR 2 million must be referred to the Commission for the Examination of Foreign Direct Investments (“FDI Commission”) for approval. However, even investments below this threshold are subject to review if they are likely to affect national security or the public order.

The FDI Guidelines enacted on 30 July 2025 include clarification of how the EUR 2 million investment value should be calculated for different types of M&A investments, as follows:

• Equity acquisition (share purchase) –the purchase price of shares or ownership interest and/or capital provided by the investor;
• Capital contributions (if resulting in a change in shareholding structure) – nominal value of subscribed shares and share issuance premium;
• Investments that do not entail payment of a price – market value of the acquired equity / assets, based on the acquirer’s own evaluation (which may be based on market value, book value, or fiscal value, in that order, depending on availability, or third-party evaluation reports);
• Assets, services, interests or other in-kind contributions - fair market value;
• Loans and financing agreements – total value of the loan, including interest, unless provided by authorized financial institution without entailing a change of control;
• Conversion of shareholder loans to equity – original acquisition cost paid by or on behalf of the investor, plus any additional consideration related to the conversion;
• Publicly traded securities – closing price on the trading day prior to the date of submission or the last published closing price;
• Conditional or deferred contributions – will be included in the total investment value if linked to the investment’s purpose or execution.

With respect to multi-jurisdictional transactions, if the purchase price allocated to Romanian assets or undertakings is not clearly separated, the parties’ own evaluations will be used. If this is not possible, the entire transaction value will be considered.

When the investment is structured in successive phases, the total investment value will be determined by summing the individual values of each stage.

Following recent legislative changes, both EU (including Romanian) and non-EU investors are covered by the FDI GEO.

Separate rules have been introduced for investments in media companies. A public consultation of at least 30 calendar days is required for companies that meet one of the following criteria: (a) hold audio-visual licenses; (b) publish materials with an average of at least 5,000 printed copies per day in the previous calendar year; or (c) operate a web portal with a minimum of 10,000 monthly views.

If the investment exceeds the EUR 2 million threshold and has an impact on one of the sectors specified at point ‎2.2 above, filing for FDI review is required and the investment cannot be implemented prior to obtaining clearance.

The substantive test entails an assessment of whether the investment could affect Romania’s public order or security or could affect projects or programmes of interest for the European Union.

In this respect, Romanian law refers to the criteria set out in the EU FDI Regulation to give guidance on the factors to be considered when determining whether a foreign direct investment is likely to affect security or public order, namely:

• whether the foreign investor is directly or indirectly controlled by the government, including state bodies or armed forces, of a third country, including through ownership structure or significant funding;
• whether the foreign investor has already been involved in activities affecting security or public order in an EU Member State; or
• whether there is a serious risk that the foreign investor engages in illegal or criminal activities.

Responsibility for the substantive review lies with the FDI Commission, which is directly subordinated to the Romanian Government and consists of representatives of the Prime Minister, the RCC and ten other state authorities and ministries, with the permanent participation of intelligence services representatives.

The FDI filing must be made by the investors that intend to implement an investment into an existing and/or new business activity if the conditions detailed in section ‎2 above are met. In the case of a merger, each of the merging entities is responsible for submitting a joint notification.

Once a notification has been accepted as complete, the FDI Commission must provide its opinion on the investment to the RCC within 60 calendar days. In the case of non-EU investors, the RCC must then issue its decision within a further 30 calendar days and communicate this to the investor within a further 45 calendar days. For EU investors, the RCC must inform the investor of its decision within a maximum of 10 calendar days from receipt of the official opinion of the FDI Commission.

In certain cases, the FDI Commission can initiate a detailed review of the investment, in respect of which there is currently no statutory time limit. In cases where detailed review results in a recommendation for a conditional approval or a rejection, the opinion of the SCSD must also be sought. The SCSD must revert with its position within 90 calendar days.

An administrative fee of EUR 10,000 must be paid before submission of the FDI filing. The fee is refunded if the authority concludes that the investment does not meet the legal requirements triggering a mandatory FDI filing.

RCC approval decisions relating to non-EU investors are required to be published on the RCC’s website, subject to observance of the legitimate interests of the parties involved and the confidentiality of information concerned. Approval decisions relating to Romanian or other EU investors are not published. Non-confidential versions of Government decisions prohibiting investments/granting conditional authorisation are also published, in respect of both non-EU and EU investors.

Implementing an investment that meets the conditions under section 2 above without securing prior approval from the FDI Commission can result in fines of up to 10% of the total global turnover of the investor group generated in the financial year preceding the sanction.

Moreover, investments implemented in breach of Romania's investment control regime may be annulled.