1. What is the current legal landscape for Foreign Direct Investment Law in your jurisdiction?

Romania’s Foreign Direct Investment (“FDI”) screening regime is, at present, one of the most expansive and intricate in Central and Eastern Europe. The mechanics of the regime are straightforward in theory, but complex in practice. The legal foundation rests in the Government Emergency Ordinance no. 46/2022 (“GEO 46/2022”) and the related secondary legislation, which is establishing the framework for screening by the Foreign Direct Investment Screening Commission (“CEISD”) of foreign (non – EU) direct investments, EU and domestic investments, as well as new investments, that are deemed likely to affect security or public order.

As a rule, investments subject to examination and notification to CEISD are those (i) concerning the sensitive activity sectors provided by the Supreme Council of National Defence (“CSAT”) Decision no. 73/2012 (“CSAT Decision 73/2012”) and (ii) whose value exceeds the threshold of 2 million euros, these two conditions to be cumulatively met. The CEISD is the inter-institutional body subordinated to the Romanian Government responsible for examining investments, whose secretarial function is currently ensured by the Competition Council, the latter issuing also the authorization decisions for the investments examined by CEISD and applying sanctions for failure to obtain authorization for the investments. The investment rejection decision and the conditional authorisation decisions are issued currently by the Romanian Government considering the opinion of CSAT.

Type of investments subject to FDI screening

Foreign (non – EU) direct investments, EU investments since December 2023 and domestic investments, as clarified in December 2024, as well as new investments are all subject to FDI screening in Romania.

Crucially, the law expressly provides that EU investors subject to screening include Romanian entities and citizens who have realised or intend to realise an investment in Romania. Thus, the regime fully applies also to purely domestic transactions where both buyer and seller are Romanian entities or individuals.

Although often not predictable for the investors, new investments performed by foreign, EU or domestic investors are also subject to FDI screening. A new investment is an investment in tangible and intangible assets related to starting the activity of a new company (i.e. the creation of a new site for carrying out the activity for which funding is requested, technologically independent from other existing units), expanding the capacity of an existing company (i.e. increasing the production capacity at the existing site due to unmet demand), diversifying the production of an company through products that were not previously manufactured (i.e. obtaining products or services that were not previously produced in that unit) , or a fundamental change in the overall production process of an existing company.

Investments related to internal reorganizations or restructuring are also subject to FDI screening in Romania.

Conditions to be fulfilled by the investment to be subject to the FDI screening in Romania

(i) The sectoral trigger: what counts as “sensitive”?

The sensitive sectors enumerated in the CSAT Decision 73/2012 are very broad, encompassing security of individuals and communities, border security, energy and transport security, security of supply systems for vital resources, critical infrastructure security, IT and communications systems security, financial, tax, banking and insurance activities security, production and distribution of weapons, ammunition, explosives and toxic substances, industrial security, disaster protection, protection of agriculture and the environment, and protection of state-owned companies’ privatisation or management teams.

In practice, this has led to a wide coverage of the FDI screening in Romania. The CEISD practice reveals, for example, investment screening being applied to manufacturing of business footwear for men and women, no dua-use involve, under industrial security or meat production and distribution. Tourism activities have been screened, specifically provision of business-to-business services including hotel reservations, transfer bookings, car rental reservations and group travel arrangements exclusively offered to travel agencies. Medical laboratory services have been scrutinised under security of individuals and communities. Development and operation of a cloud platform designed to simplify data collection and automate workflow processes, including tools for creating and managing online forms, surveys and questionnaires, have been examined under security of IT and communication systems. Ownership and operation of a business park have fallen under real estate development subject to security review.

Moreover, there are special provisions for media and telecommunications sector as regards the applicability of the FDI screening. Investments in companies holding audio-visual licences or issuing publications with an average circulation of at least 5,000 printed copies per day during the previous calendar year, or operating web portals with a minimum of 10,000 views per month are subject to notification under the FDI regime regardless of whether the target group has a local entity, and such transactions undergo a public consultation process lasting at least 30 calendar days.

(ii) The investment value threshold: how should it be calculated?

Guidance on the method of calculating the value of the investment relevant for the assessment on whether the condition regarding the 2-million-euros threshold is met was given by the Competition Council’s Guidelines dated 30th of July 2025 (“Guidelines”).

The value of the investment represents the value of the funds made available by the investor, consisting in all considerations that have been or will be provided, directly or indirectly, in the context of the investment, including payments through cashless payment instruments, assets, shares, transfers of ownership, debt relief, compensation, services, or other in-kind considerations.

The Guidelines also provide certain rules for calculation of the value of the investment based on the type of the investment, the type of consideration from the investor and the stages of the investment. For example, where no price is paid, it is determined as the market value of the shareholdings or of the acquired assets established based on the acquirer’s own assessment, using market, accounting, or tax values, in that order, depending on the availability of each value, or based on valuation reports. If the transaction involves the conversion of a participation in equity interest previously acquired, the consideration includes the amount initially paid by the investor plus any other considerations related to the conversion. If the investment is made in multiple stages, the value of the investment is determined by cumulating the value of each stage. Also, when an investment is part of a multi-jurisdictional transaction and the price for the undertaking or assets from Romania is not separately identified, the parties’ own valuations of the relevant undertaking or assets registered or located in Romania are used. If no such allocation or valuations of the price for Romania exist, the value of the investment is deemed equal to the total value of the multi-jurisdictional transaction.

Exceptionally, foreign direct investments that do not exceed the threshold of 2 million euros may still be subject to screening and approval by the CEISD, if, by their nature or potential effects they may impact public security or order or pose risks to them.

Submission of the application for FDI clearance

The application for FDI clearance must be submitted to CEISD by all foreign (non – EU), EU or Romanian investors that intend to perform investments in Romania, which are meeting the two cumulative conditions detailed above.

The application should be submitted based on a standard form, accompanied by the relevant evidence both in Romanian and English languages, on paper and in electronic format.

The investors must submit to CEISD together with the standard form a document or agreement that clearly confirms the intention to perform the investment and includes the essential elements of the transaction (such as the price, financing method, involved parties, and object of the investment), terms sheets or letter of intention signed by both parties being accepted.

The FDI screening fee is set at 10,000 euros and it is due at the application submission, and refunded if CEISD concludes the investment does not meet the screening criteria.

Procedural timeline: theory versus practice

The CEISD opinion to authorise, conditionally authorise or reject the investment is issued within 60 calendar days from the date the FDI clearance application is declared complete, containing all information and documents requested for the examination of the investment.

CEISD should issue the confirmation for completeness of the FDI application within 7 days as of the FDI application registration, but such confirmation does not prevent CEISD to request further information at any time, which will suspend the terms within the screening procedure until the requested information is provided. Unless the preliminary information is found to be inaccurate or incomplete, the application becomes complete when registered with CEISD. This “stop the clock” mechanism—where the timer freezes whenever the Commission requests additional information—means that in complex transactions, the timeline can extend significantly.

If deemed necessary, CEISD could request opinions from other authorities, which shall reply within a term of maximum 20 days or from the European Commission for which no term for submitting the request or for reply is provided.

The approval opinion of CEISD shall be communicated to the Competition Council within 5 days as of its issuance, which shall issue the decision for approval of the FDI within maximum 10 days as of receipt of the CEISD opinion in case of EU and domestic investments or maximum 30 days as of receipt of the CEISD opinion in case of foreign or new investments. The Competition Council has to communicate to the applicant its decision within maximum 45 days as of its issuance.

Thus, the authorisation decision shall be issued and communicated within 120 days as of the moment the FDI filling is complete for EU and domestic investments and 140 days as of the moment FDI filling is complete for foreign and new investments. However, as mentioned before, these terms would be suspended and consequently prolonged if CEISD deem additional information is necessary for performing its examination.

In practice, the FDI clearance decisions for the unproblematic investments are issued within 2 months from the moment they are declared complete as regards EU and domestic investments (including new investments) and 3 months from the moment they are declared complete as regards foreign (including new) investments.

The deadlines are higher if CEISD initiates a detailed examination, for which no maximum deadline is provided and requests the opinion of CSAT on the investment, which shall provide it within 90 days as of its request or if CEISD issues a conditional approval opinion or a rejection opinion, in which cases the Romanian Government issues the decision for conditional approval or rejection of the investment.

Sanctions

Investors who intentionally or negligently implement an investment subject to FDI screening without obtaining authorization or an investment subject to conditional authorization without observing the conditions, or who provide inaccurate, incomplete or misleading information could be sanctioned by fine reaching up to 10% of total worldwide turnover from the last financial year and for new companies fine between 10,000,000 lei (2,000,000 euros) and 50.000.000 lei (10,000,000 euros).

Moreover, any commitments, agreements, or contractual clauses that directly or indirectly result in a foreign direct investment, an EU investment, or a new investment shall be null and void when the investment in question has not been authorized from an FDI perspective.

Volume and pattern of notifications

The regime’s practical impact is substantial: 471 notifications were filed in 2024, driven largely by “formalistic” filings for non-sensitive transactions. This volume creates administrative burden whilst generating uncertainty for investors who cannot easily predict whether their transaction requires notification.

2. What three essential pieces of advice would you give to clients involved in Foreign Direct Investment matters?

First: Always ask the FDI question—even when the transaction looks purely domestic or purely commercial

The most important lesson from Romania’s extensive FDI landscape is: never assume that screening is irrelevant simply because there is no foreign buyer, no strategic asset, or no obvious security angle. A transaction between two Romanian companies, a greenfield investment by a Romanian entrepreneur, or a series of equipment purchases in a regulated sector may all trigger the FDI regime depending on the circumstances. Even real estate acquisitions have been deemed subject to FDI screening when meant to be used for a project falling under the sensitive sectors.

Given the absence of guidelines to define activities falling within sensitive sectors, uncertainty has created a challenging environment. The practice of the authority shows authorisations being required for activities that would not intuitively fall under a classic national security paradigm.

The practical lesson is that FDI analysis has become a standard item on the transaction checklist in Romania, alongside merger control or sectoral permits. Budget and allocate time in your transaction timeline for screening even in transactions that appear purely commercial or purely domestic.

Do not rely on intuition about what is “strategic” or “sensitive”—and prepare for procedural absurdities. Under the current framework, the trigger is not limited to defence, energy, or critical infrastructure in a narrow sense. Instead, it extends to broadly defined economic ecosystems: healthcare, IT, data, agriculture, transport, industrial production, and many others.

The only safe approach is performing a structured legal assessment to check if the investment is subject to FDI clearance, based on the actual activities involved, the value of the investment, and the way the transaction is structured—not on labels or assumptions.

Beyond substantive scope, investors must understand aggregation mechanics, in case of transactions implemented in several stages or successive acquisitions, which could be deemed a single investment.

Second: Structure and timing matter more than ever—leverage specialised experience

Because the FDI review timeline is not fully predictable, it is critical to map all steps of the operation from an FDI perspective, identify early whether the filing for FDI clearance is necessary, if the risk to be concluded that the investment affects the public security or order exists, and build FDI clearance into the transaction calendar and conditions precedent.

The distinction between investments that are subject to FDI screening and investments which are not is highly technical and it is advisable to be assessed by practitioners who have real case experience with the authority and with its informal practice. Since the law is unclear and not all decisions are public, expertise as regards the views and practice of CEISD is of great importance saving time and money whilst avoiding compliance risks.

Third: Do not undertake any measures for the implementation of the investment before obtaining FDI clearance – risk of gun jumping

In order to avoid the heavy sanctions described above, it is essential, before obtaining the FDI clearance decision, not to take any measures for the implementation of the investment, such as starting the operation of the objective, exercising the voting rights acquired for the appointment of members to the management bodies of the company, for the adoption of the company’s income and expenditure budget, for the adoption of the investment plan of the acquired company or for the adoption of the company’s business plan, the entry of the acquired undertaking into another/new market, determined by the business strategy of the investor, the exit of the acquired undertaking from the market in which it operates, a change in the business activity of the acquired undertaking, changing the name of the acquired company, restructuring, closing or dividing the acquired company, selling assets belonging to the acquired company, dismissal of employees of the acquired company, conclusion or termination of long-term contracts or other important agreements concluded with third parties or listing of the acquired company on the stock exchange.

Also, do not make payments as part of the investment before obtaining the official FDI clearance decision, even if the paid amount is just a part of the value of the investment and is under the 2-million-euros threshold.

3. What are the greatest threats and opportunities in Foreign Direct Investment law in the next 12 months?

The main threats: uncertainty and regulatory expansion

The most significant threat for the next 12 months is continued uncertainty arising from three converging elements: the breadth of the current regime which already covers a very wide range of activities, the limited transparency of decisional practice as only part of CEISD decisions is public, and the draft amending legislation released for public consultation in December 2025, signalling possible extension of the FDI screening scope to acquisitions of assets “of any kind” in certain sectors.

The draft law introduces new definitions of the sensitive domains where simple asset acquisition are deemed likely to affect security or public order, including critical and advanced technologies (artificial intelligence, robotics, semiconductors, cybersecurity, aerospace, defence, energy storage, quantum, nuclear, nanotechnologies, biotechnologies), critical infrastructure in specific domains (energy, water, transport, vital resource supply networks, health, communications, mass media, financial-banking, insurance, data processing or storage, aerospace infrastructure, defence infrastructure, land and real estate essential for functioning of the above), the pharmaceutical sector, and the defence sector and the defence industry. The proposal to extend screening to any acquisition of assets of any nature, including intangible assets such as intellectual property rights, licences, source code, data sets or certain commercial contracts, regardless of existence of a link with a company risks transforming FDI examination into a generally applicable instrument to all current economic operations.

If this trajectory continues without careful calibration, there is a risk that the FDI mechanism could be perceived not as a targeted security filter, but as a general administrative clearance layer for large parts of the economy, increasing transaction costs, lengthening timelines, and introducing friction into ordinary investment decisions.

As per the draft law, it is deemed to result in a single investment two or more interdependent transactions that are performed during a period of one year by the same natural and/or legal person or between the same persons, if the value of each individual transaction is below the 2 million euros threshold, the FDI filling obligation arising when the cumulative value of the investments reaches the 2 million euros threshold. As a result, the FDI clearance obligation might become incident for certain investments which currently are not subject to FDI screening.

The main opportunities: maturity, clarification, digitalisation and professionalisation

Romania’s FDI system is still young. As more practice accumulates, more guidance is issued, and more dialogue takes place between authorities and the business and legal communities, there is a real chance for the regime to become more predictable, more structured, and more aligned with its core purpose: protecting genuinely strategic interests without unnecessarily burdening ordinary economic activity.

The FDI draft law brings also significant improvements to the Romanian FDI screening system.

It is to be mentioned that a dedicated IT application developed by the Prime Minister’s Chancellery in collaboration with the Special Telecommunications Service (“STS”) is to be implemented. This represents a genuine modernisation opportunity highly necessary in the current context where communication with CEISD and tracking of the FDI screening procedure status is very difficult by investors and practitioners, no dedicated communication channel being established directly with the case handlers. A digital dashboard could theoretically allow investors to track application status in real time, seeing exactly where the file stands.

Also, the procedural timeline reduction is envisaged, resulting in real efficiency gains, provided the “stop the clock” mechanism does not negate these improvements in practice.

The screening fee would be reduced from 10,000 euros to 5,000 euros.

During the public consultation on the FDI draft amending legislation, the business environment insisted also on the increase of the 2 million euros threshold and hopefully this proposal will also be considered by the legislator.

Whilst these amendments are not yet in force, they are strong indicator of the direction of authority policy: broader substantive scope, shorter theoretical timelines, enhanced digitalization, lower screening fee and continued application to domestic investors.

4. How do you ensure high client satisfaction levels are maintained by your practice?

We always have a business-oriented approach when assessing the necessity of obtaining FDI clearance for an investment and preparing the FDI clearance application, despite extensive coverage of the FDI screening obligation in Romania.

In the Romanian FDI context, client satisfaction is primarily about speed, predictability, and practical risk management in transactions that are almost always under time pressure.

Process optimisation and technology

We have optimised our practice extensively. This allows us to rapidly screen large transaction document sets, identify relevant activities, assets and transaction steps, cross-check them against FDI requirements derived from both legislation and past cases, and prepare notifications and supporting documentation in record time without sacrificing accuracy.

Experience and pattern recognition

The Romanian FDI regime is not fully codified in terms of outcomes. Many distinctions are not specifically provided in the legal framework, but emerge from the authority’s approach in relation to the interpretation of certain sectors, the specific transaction structures, and certain fact patterns.

Having worked on a large and diverse number of FDI cases, we are able not only to advice clients on the applicable legal provisions, but also to assess when a filing is genuinely necessary, when a non-filing position is defensible, and how to structure and present a case in a way that is aligned with the authority’s actual concerns and approach.

The success of an FDI clearance application in Romania is critically dependent on having substantial experience with FDI fillings and the authority’s practice

Strategic compliance

Our objective is not to turn FDI into a mechanical box-ticking exercise. Sometimes the best service to a client is to confirm that a filing is needed and manage it efficiently, but sometimes it is also to explain, with solid arguments, why a filing is not required and why a transaction can proceed without adding unnecessary regulatory layers.

In both cases, the value lies in clear, reasoned, and experience-based advice.

5. What technological advancements are reshaping Foreign Direct Investment law and how can clients benefit from them?

The authority’s side: digitalisation of the process through the STS platform

Romania is to make a major step forward by implementing a dedicated digital platform for managing business flows related to FDI filings. The IT application will be developed by the Prime Minister’s Chancellery as owner and operational administrator in collaboration with the STS, as developer and technical administrator.

This platform is secure infrastructure developed in collaboration with STS, Romania’s specialised agency for secure government communications. In time, it should standardise submissions, reduce formal errors and back-and-forth, and improve traceability and transparency of the procedure.

STS will be empowered by the relevant institutions regarding personal data processing through the IT application, with personal data storage periods. For investors, this enhanced security means that data filed—often including extremely sensitive trade secrets, IP details and beneficial owner structures—will be stored on state-controlled secure servers rather than commercial cloud storage, addressing data leak concerns.

A digital dashboard could allow investors to track application status in real time, seeing exactly where the file stands. For investors, this will mean more procedural clarity, even if the substantive assessment remains complex.

The advisors’ side: advanced document processing and workflow optimisation

Our law firm has begun using advanced technology extensively, and it helps tremendously in drafting, document processing, and delivering faster results for clients.

We implement tools to scan transaction documentation, identifying activities that may fall within sensitive sectors and rapidly map ownership structures to identify ultimate beneficial owners, and prepare comprehensive applications submissions that anticipate likely authority questions. This allows us to understand complex transaction structures, identify FDI-relevant elements, and prepare high-quality, coherent and well-structured filings in a fraction of the time that purely manual review would require.

This technological leverage translates directly into lower risk, better timing control, and higher overall transaction certainty for clients. In transactions where time pressure is constant and Romania lacks timeline predictability; process acceleration is transformative.

Through detailed searches from both public sources and rapid review of client documentation, we reach the point where we can complete notifications faster without sacrificing accuracy. Through automating aspects of our work, we observe patterns and can pre-emptively prevent problems before they become compliance breaches.

Practical client benefits: speed, accuracy, cost-efficiency

The combination of governmental digital infrastructure and private-sector technological adoption creates an ecosystem where compliance becomes streamlined rather than obstructive, allowing genuine focus on transactions that merit security scrutiny whilst expediting those that do not.

For clients, this means faster market entry through reduced preparation time for the FDI applications, lower compliance costs through process optimisation, enhanced accuracy through consistency checks preventing filing errors that trigger information requests, proactive risk management, and strategic advantage through understanding likely CEISD response allowing better negotiation positioning.

We are moving towards more efficient compliance processes, where sophisticated tools on the investor’s side can interface with the forthcoming STS platform to streamline notifications, potentially reducing routine filing preparation time. This allows our legal practice to focus not on mechanical document preparation, but on strategic advice: interpreting risk assessments, advising clients whether to restructure transactions to eliminate sensitive assets, and ensuring smooth passage through the FDI screening process.