France Code monétaire et financier Art. L151-1/7 + Décret n° 2019-1590 — Investissements étrangers en France (IEF) parent regime

Mechanism

The French IEF regime operates through two statutory instruments working in tandem:

1. CMF Art. L151-1 to L151-7 (the legislative parent) The Code monétaire et financier provisions establish the constitutional-level legal authority for FDI controls by the French state. Rooted in original JORF provisions from the 1960s but substantially restructured by Loi PACTE n° 2019-486 du 22 mai 2019 (Art. 152-158) which consolidated and modernised the legislative framework, expanded the sensitive-sector enumeration mandate to the regulatory tier, and aligned France with the then-forthcoming EU FDI Screening Regulation 2019/452. The legislative articles give DG Trésor the authority to: require prior authorisation, impose conditions (including structural or behavioural remedies), or prohibit qualifying acquisitions.

2. Décret n° 2019-1590 du 31 décembre 2019 (the operational implementing decree) Entered into force 1 April 2020 alongside implementing Arrêté du 31 décembre 2019. Sets out:

• The full list of 17 sensitive sectors in CMF Art. R151-3 (see below)
• The notification procedure (filing with DG Trésor, suspensory character, 30-business-day

initial review with one 30-BD extension; a second phase of 45 BD for complex cases)

• Threshold structure: ≥25% for non-EU/EEA investors in non-listed targets;

≥10% for acquisitions in listed French-law companies (post-Décret 2020-892 pérennisé by Décret 2023-1293)

• Intra-group exemption conditions
• Remedy catalogue: conditions, commitments, behavioural obligations, structural divestiture orders

Sensitive sectors (CMF Art. R151-3, as amended through 2023)

The 17 enumerated categories (each further detailed in the regulatory annex): defence and national security; dual-use goods (EU Reg 2021/821); cybersecurity; AI; robotics; additive manufacturing; quantum technologies; semiconductors; energy storage; biotechnology; media and press (information-integrity protection); agri-food security; public health (pharmaceutical R&D + medical devices, post-COVID insertion); energy production, transmission, distribution; water and waste-water; transport (airports, ports, rail networks); electronic communications networks + space systems and launchers; critical raw materials (added definitively by Décret 2023-1293).

Threshold structure (as of 2024)

Caseload Approximately 309–310 annual notifications (Bercy/DG Trésor public reports, 2023 bilan). Of these, roughly 40% receive conditions or formal approval decisions, and a small number (typically single-digit per year) result in prohibition or mandatory restructuring orders.

Why severity 5

• Cross-sector, mandatory, and suspensory. Covers the entire French economy across

17 sensitive-sector categories. Notification is mandatory and deals are suspended pending authorisation — stronger than a voluntary-notification regime.

• Permanent 10% listed-company threshold (Décret 2023-1293). No peer G7 regime

has normalised a ≥10% listed-company trigger as a permanent peacetime threshold; most stop at ≥25% or ≥33%. This gives France the most demanding peacetime threshold among Western FDI-screening regimes for listed targets.

• Broad sector enumeration including critical raw materials and AI. Post-2022-2023

amendments, the sector coverage is among the widest in Europe, matching or exceeding the UK NSI Act 2021's 17-sector structure.

• Escalating use. DG Trésor caseload grew from ~50 notifications pre-2019 to ~310 in

2023, reflecting both the wider sector coverage and increased investor awareness. Several high-profile cases (Photonis defence-optics, Carrefour proposed CAN acquisition) were blocked or diverted. France has used the regime more actively than Germany in the same period.

• Structural peer of CFIUS (severity 5 IPTM) rather than Wet Vifo (severity 4).

Unlike the NL Wet Vifo (severity 4), the French regime: (a) has been in operation in a mature form for 5+ years, (b) has issued multiple prohibition/divestiture orders, and (c) has actively blocked deals involving US, Canadian, and Chinese acquirers, not just issued advisory opinions.

Downstream implications

• EU FDI Cooperation Mechanism. DG Trésor notifications feed into the EU Reg 2019/452

information-sharing mechanism — France files among the highest volumes of co-operation notices to the Commission and other member states. The forthcoming EU FDI Screening Regulation revision (filed: 2025-12-11-eu-fdi-screening-regulation-revision-political-agreement) will require Member States including France to adopt mandatory screening for a defined minimum sector set, likely triggering a further CMF / R151-3 amendment.

• Critical raw materials + mining sector. The 2024 addition of extraction/transformation

of critical raw materials as a sensitive sector means any acquisition of a French-law mining company or CRM processor now requires IEF authorisation for non-EU/EEA investors. Relevant for: Eramet (EUR ~2bn market cap, manganese, nickel, lithium), Imerys (industrial minerals), and French-headquartered CRM processing ventures that may receive CRMA strategic-project designation.

• Defence and dual-use supply chain. French defence primes (Thales, Safran, Dassault,

Naval Group, KNDS) supply chains are covered. Any tier-2/tier-3 acquisition by a non-EU investor is subject to IEF. Relevant for: HOL/US/JP acquirers of French defence-electronics suppliers.

• CAC 40 and listed-company M&A. The permanent 10% threshold for listed companies means

any non-EU/EEA investor accumulating >10% in a listed French sensitive-sector company must notify DG Trésor before crossing that level — including passive index funds and sovereign wealth funds that may cross the threshold through market purchases.

Open questions

• Whether the EU FDI Screening Regulation revision (political agreement Dec 2025, likely

regulation in force 2026-2027) will require France to lower its intra-EU/EEA threshold from the current 10% baseline or expand the intra-EU screening perimeter.

• DG Trésor has announced plans for a dématérialisation platform (launched Oct 2023) —

watch for any decree amendments to the notification-procedure timeline in light of the digital filing system.

• The interaction with the French Décret Montebourg (Décret 2014-479 du 14 mai 2014),

the predecessor regime for the same sectors, which the 2019 restructuring absorbed but did not formally repeal in the Légifrance text — a technical legal question that affects the historical attribution of older FDI-screening decisions.