Romania Law 164/2023 — extends FDI screening regime to EU investors

Mechanism

Romania first introduced a screening regime in 2022 via Emergency Government Ordinance 46/2022 (OUG 46/2022), the national instrument implementing EU Regulation 2019/452. The ordinance, however, covered only non-EU investors and left the procedural architecture incomplete.

Law 164/2023 — approved by Parliament on 31 May 2023, published in Monitorul Oficial Partea I nr. 495 of 7 June 2023 and in force on 10 June 2023 — both approves OUG 46/2022 with amendments and materially expands its scope:

• EU investors are now captured. Mandatory ex-ante notification

applies to any foreign investor (including those established in another EU Member State) acquiring a qualifying holding in a Romanian target operating in a sensitive sector.

• EUR 2 million de minimis threshold for sensitive-sector

transactions; sub-threshold deals fall outside the mandatory regime but remain subject to discretionary call-in.

• Sensitive sectors broadly track the EU Reg 2019/452 list:

defence, dual-use, critical infrastructure (energy, transport, water, health, communications, financial markets), critical raw materials, emerging technologies (AI, semiconductors, quantum, biotech) and access to sensitive personal data.

• CEISD (Comisia pentru Examinarea Investițiilor Străine Directe)

is the screening authority — a multi-ministry body chaired by the Prime Minister, with the President of the Competition Council and the heads of the Ministries of Finance, Economy, Defence, Interior, Foreign Affairs, Energy and Research-Innovation-Digitalisation as permanent members.

• Final decision rests with the Government, on CEISD's

recommendation, with powers to block, condition or unwind transactions found to threaten national security or public order.

• **Gun-jumping penalties up to 10 % of the investor's worldwide

turnover**, plus standstill obligation: notifiable transactions cannot close before clearance.

• Law 164/2023 also amends Competition Law 21/1996 to align merger

control with the FDI regime (parallel filings before the Competition Council and CEISD where thresholds overlap).

A subsequent implementing regulation (Regulament of 14 Nov 2023, published 16 Nov 2023 — see amendments) operationalised CEISD procedures and introduced a EUR 10,000 screening fee payable upfront and refundable if CEISD concludes the transaction is non-notifiable.

Downstream implications

• Closes a gap in EU-wide FDI-screening coverage: Romania becomes the

17th EU MS with a fully operational, EU-investor-inclusive horizontal regime, leaving Croatia, Cyprus and Bulgaria as the last EU holdouts (Croatia subsequently adopted Act 136/25 in late 2025).

• Materially raises compliance burden for intra-EU M&A involving

Romanian targets in defence, telecoms, energy and digital infrastructure — sectors where Romanian assets are increasingly attractive given the Black Sea security frontier and EU CRMA-driven upstream investment.

• The EUR 2 million de minimis is low by EU peer standards

(Germany: EUR 500k–1m equity for sensitive deals; Italy: no minimum for Golden Power; France: no minimum), making Romania one of the more capture-heavy regimes in absolute volume.

• 10 % global-turnover gun-jumping penalty is at the high end of EU

screening enforcement (in line with EU merger control, well above the 1–3 % range seen in some peer regimes).

Open questions

• How many EU-investor transactions has CEISD reviewed since June 2023?

Public data is limited; UNCTAD and EY reports cite "tens of notifications" but no consolidated statistics from the Government Secretariat.

• Will the Government publish a list of cleared/blocked transactions

(transparency practice varies sharply across EU MS — Germany and France publish summary stats; Italy and Romania do not).

• How does CEISD interact with the EU FDI cooperation mechanism

(Article 6 Reg 2019/452) — Romania is now both a screening MS and a recipient of Commission opinions, but no public log of cases notified to the Commission exists yet.