Romania’s new FDI framework signals increased regulatory agility and focus

Effective 13 March 2026, Government Emergency Ordinance No. 17/2026 introduces the most significant overhaul of Romania’s foreign direct investment (FDI) screening mechanism, aligning the 2022 framework with evolving EU standards and security requirements. This comprehensive reform signals the government’s goal to enhance regulatory agility, speed and precision in response to complex geopolitical challenges.

1. Threshold value, exemptions and anti-circumvention mechanisms

Government Emergency Ordinance No. 17/2026 raises the de minimis threshold to EUR 5,000,000, calculated at the National Bank of Romania (BNR) exchange rate applicable on the last day of the financial year preceding the transaction. At the same time, the possibility remains for investments to be examined ex officio (call-in) below this threshold if, by their nature or potential effects, they may have an impact on national security, public order or projects and programmes of interest to the European Union.

An explicit anti-circumvention rule is introduced: interdependent transactions carried out by the same investor within a single year, each below the EUR 5 million threshold, are deemed to constitute a single investment and the notification obligation arises when the cumulative threshold is reached. This provision prevents the artificial splitting of transactions to remain below the notification threshold.

Where two or more transactions are carried out within a year between the same parties, in relation to the same undertaking and with a similar or interdependent purpose, the investor may submit a single application for authorisation. However, this situation has limited applicability, given that the notification obligation arises either upon the acquisition of a right to appoint a member to the target’s board or upon the acquisition of sole or joint control, irrespective of the percentage of share capital held. Reaching intermediate holding thresholds (for example, 15%, 25%, 40% of the share capital), which do not alter control over the undertaking, does not give rise to separate, successive notification obligations, as is the case under the legislation of other Member States.

Thirdly, a pragmatic exception is introduced for intra-group restructurings carried out by investors from the EU or from countries adhering to the OECD Liberalisation Codes, provided that there is no change in effective control or beneficial ownership and that the financing is exclusively intra-group or from EU/OECD Liberalisation Codes. This exception recognises the economic reality that purely internal corporate reorganisations, without a change in effective control, do not normally raise national security concerns.

2. Increased clarity on sensitive sectors in scope is expected: general list of sub-sectors to be published in the next 90 days

The Government has been mandated to specify, within the next 90 days, the sub-sectors relevant to the vetting mechanism from the general list of sensitive sectors established by CSAT (Supreme Council for National Defence) Decision No. 73/2012. The specification, by sub-sectors, of the general list established by CSAT is of a technical nature, will be carried out with the approval of CSAT and could offer investors and legal advisers a greater degree of predictability in assessing the notification obligation. The sub-sectors are established by reference to the criteria set out in Article 4 of Regulation (EU) 2019/452, as well as to the need to identify investments which, by their nature, object or potential effects, are likely to affect national security or public order.

3. Special list of sectors applicable to the acquisition of assets

The definition of ‘foreign direct investment’ and ‘investment from the European Union’ is extended to cover, in addition to the traditional transactions involving the acquisition of a stake in the management or control of an enterprise, transactions involving the acquisition of tangible and/or intangible assets in sensitive sectors for the purpose of carrying out an economic activity. The specific list of sensitive sectors, applicable exclusively to acquisitions of tangible and/or intangible assets, includes:

• critical and advanced technologies, including: artificial intelligence, robotics, semiconductors and electronic components, cybersecurity, aerospace technologies, defence and national security technologies, energy storage technologies, quantum technologies, nuclear technologies, nanotechnologies, biotechnologies;
• critical infrastructure, including infrastructure in the energy, transport, water, health, communications, data processing or storage sectors, aerospace infrastructure, defence infrastructure, electoral or financial infrastructure, sensitive facilities, as well as land and property essential for the operation of such infrastructure;
• the pharmaceutical sector, including research, development, manufacturing, distribution and supply of medicines, medical devices and active substances;
• the defence sector and the defence industry, including: the production, development, maintenance, repair, integration, testing or supply of equipment, technologies, systems, components, sub-assemblies and services intended for or used for military or dual-use purposes; and
• the agri-food sector, including domestic production and processing facilities, agricultural land, irrigation infrastructure, grain terminals, silos and storage facilities, gene banks and fertiliser production technologies.

The special list of sensitive sectors applies exclusively to the acquisition of assets and, according to the amendment, does not affect the general list of sectors established by CSAT Decision No 73/2012. This suggests the legislator’s intention to create an additional layer of protection, specific to asset acquisitions, without restricting the general list of sensitive sectors or derogating from it. From a practical perspective, to ensure a uniform regime, the acquisition of control over an undertaking active in the general list of sensitive sectors will be subject to a notification obligation, regardless of the type of transaction (acquisition of shares or transfer of business/assets). Consequently, the special list will have limited applicability to the acquisition of isolated assets that are not part of an ongoing concern/ undertaking/ business, such as real estate essential for the use of critical infrastructure, strategic equipment, regulatory licences or intellectual property rights in the specially designated sectors.

4. Review procedure: a standardised process for all investors, with a shorter duration

Phase 1

The authorisation procedure, which applies to both EU and non-EU investors, has been simplified and involves the CEISD approving the investment within 45 days of receiving a complete notification. Subsequently, the Prime Minister’s Office issues an authorisation order within a shorter time frame of 10 days. The Romanian Competition Council no longer issues the authorisation decision but keeps the secretarial role and the competence to issue any applicable gun-jumping fines.

CEISD may reopen the examination procedure where there are indications that an investment was authorised based on inaccurate, incomplete or misleading information. This provision establishes an ex post corrective mechanism designed to deter the provision of incorrect information during the notification procedure.

Phase 2 – in depth review

Should a detailed investigation be launched on CEISD initiative or on Superior Counsel of State Defence, a longer timeframe applies – the CEISD’s in-depth analysis must be completed within 90 days of the investigation being launched, with the possibility of a further 45-day extension for duly justified reasons. In addition, there is a further period of up to 90 days for the Superior Counsel of State Defence to issue its opinion, which is required in the event of conditional approval or rejection of the authorisation. Consequently, an investment subject to a detailed investigation may take approximately 7–8 months to reach a final decision, depending on its complexity.

Decisions granting conditional authorisation or prohibiting investments remain within the Government’s remit.

Pursuant to the initiation of Phase 2, the merger control review pending with the Competition Council is suspended. If an investment is prohibited, the merger control procedure terminates.

The new amendments broaden the range of entities that CEISD may consult as part of the investment review procedure. Whereas the previous version limited requests for views to public authorities and institutions, the current text broadens the scope of consultation to include the private sector, now allowing CEISD to obtain direct sectoral perspectives from the business community via companies and/or business associations, thereby increasing the granularity of the analysis and the potential to identify risks specific to the market or industries concerned.

In addition, the National Office for the Prevention and Combating of Money Laundering (ONPCSB) may be consulted in the screening process on information necessary both for the assessment of a new foreign direct investment and an EU investment and for the monitoring of investments subject to conditional authorisation.

Examination fee

The examination fee is set at EUR 5,000, payable upon submission of the application. This fee is refunded if the CEISD finds that the conditions for examination have not been met or if the CEISD’s opinion was issued after the statutory deadlines had expired.

Annual activity report

CEISD is required to draw up an annual activity report by 30 June each year, which must be submitted to the Government and published on the CEISD website within five days of its approval. This transparency requirement is welcome, given the traditionally opaque nature of FDI screening procedures.

IT platform

Provision is made for the establishment of an IT platform for managing authorisation applications, developed by the Prime Minister’s Office in collaboration with the Special Telecommunications Service, in compliance with data protection legislation. Digitising the procedure should help to streamline the notification process and reduce processing times.

Transitional provisions

With regard to the transitional regime, applications under consideration on the date of entry into force of the Emergency Ordinance shall be dealt with in accordance with the law in force at the time of submission and the new provisions shall apply exclusively to applications submitted after the entry into force.