When should I consider FDI screening for a Romania deal?

Start at LOI/term sheet stage if the transaction involves acquiring control or relevant governance rights, or acquiring assets in sensitive sectors (e.g., energy, critical infrastructure, digital/IT). FDI screening can affect timeline, closing conditions and information-sharing before closing.

What is the EU-level legal framework for FDI screening?

Regulation (EU) 2019/452 sets up an EU framework and a cooperation mechanism among Member States and the European Commission; it does not create a single EU-wide screening authority but coordinates national systems.

How does the EU cooperation mechanism work in practice?

Depending on the case, the screening Member State shares information with the Commission and other Member States, which may send comments and the Commission may issue an opinion; the Member State remains responsible for the final decision under national law.

Is FDI screening the same as EU/Romanian merger control?

No. FDI screening focuses on security/public order risks, while merger control focuses on competition effects. They can run in parallel and should be planned together in the deal timetable.

What is the main Romania threshold investors should know?

Romania’s emergency ordinance implementing the EU framework sets a general review threshold of EUR 2,000,000 for investments in relevant sectors, with the possibility to review below-threshold cases if security/public order risks exist.

Is there a filing fee in Romania?

Yes. Romania introduced an examination contribution of EUR 10,000 payable at the time of filing, with the lei equivalent calculated using the NBR exchange rate rules in the ordinance.

What are common red flags that trigger deeper questions or conditions?

Critical infrastructure and energy assets, sensitive or advanced technologies, access to sensitive data, strategic suppliers and supply chains, and opaque ownership or state-linked financing structures are typical triggers.

How do we structure the transaction to reduce risk without aggressive avoidance?

Keep ownership and financing transparent, use a simple structure with clear business rationale, plan proportionate mitigation (e.g., data access controls, cyber-security measures), and draft SPA obligations that support timely, consistent filings and responses.

How should FDI screening be integrated into due diligence?

Add an FDI workstream to the usual legal/financial/IT diligence: map critical assets and data, identify security-sensitive contracts and licenses, and prepare a consistent narrative and evidence pack for the filing.

What does a board typically ask, and what should we have ready?

Boards typically ask whether the deal triggers FDI, how long it may take, what deal-breaker risks exist (conditions/prohibition), how it affects financing and integration, and what mitigation options are acceptable; a timeline, stakeholder map and draft closing mechanics should be prepared early.

FDI screening in Romania and the EU: a checklist for foreign investors buying assets/companies (energy, IT, infrastructure)

January 15, 2026

Disclaimer: This is general information for transaction planning. Screening requirements are fact-specific (investor profile, target/assets, rights acquired, sector, and risk indicators). Get advice for your конкрет transaction before signing.

1) What FDI screening is (and why it can become a deal “critical path”)

FDI screening is a security/public order review of certain inbound investments. At EU level, Regulation (EU) 2019/452 sets the framework and the cooperation mechanism. Romania implemented this framework via Emergency Ordinance (OUG) No. 46/2022, approved by Law No. 164/2023.

In practical deal terms, screening can affect: (1) closing timetable and long-stop dates, (2) SPA conditions precedent and cooperation clauses, (3) pre-closing information sharing (especially where sensitive data or infrastructure is involved), and (4) potential commitments/conditions required for approval.

2) The EU framework: cooperation mechanism and the direction of travel

Core point: the EU framework coordinates national screening systems; it does not replace Member States’ decisions. The Commission’s official overview is here: European Commission – Investment screening, alongside the legal text of Regulation (EU) 2019/452.

Recent update: EU institutions announced a provisional political agreement on revising the FDI screening rules on 11 December 2025. See the Council press release and the Commission press release (PDF) (also summarised on the Commission website: DG Trade & Economic Security – news item). For the legislative proposal that triggered the reform process, see COM(2024) 23 (proposal).

For data and trends, the Commission’s Fifth Annual Report on FDI screening (COM(2025) 632) is the most useful official “numbers + themes” reference.

3) Romania essentials: who screens, thresholds and costs

Authority setup: Romania established the Commission for the Examination of Foreign Direct Investments (CEISD) under OUG No. 46/2022, with organisation and procedure detailed in the CEISD organisational regulation (28.10.2022).

Practical item	Romania rule (high-level)	Official link
General review threshold	Investments in relevant sectors are generally reviewable if their value exceeds EUR 2,000,000 (with an explicit possibility to review below-threshold cases where risks exist).	OUG 46/2022 – Article 3
Screening fee	An examination contribution of EUR 10,000 is payable on filing; the lei equivalent is calculated using the National Bank of Romania (NBR) exchange rate rules in the ordinance.	OUG 108/2023 – Article 31^2
FDI vs merger control	FDI screening is separate from competition review. If the transaction is also a concentration, you may need parallel filings (plan them together).	EU Merger Regulation (EC) No 139/2004; OUG 46/2022 – Article 3(4)

4) Deal “red flags”: what tends to trigger deeper scrutiny

Use the EU criteria as your first filter. Regulation 2019/452 highlights, among others, risks linked to critical infrastructure, critical technologies, supply of critical inputs, access to sensitive information (including personal data), and potential state influence over the investor. See Regulation (EU) 2019/452 – Article 4 factors.

Energy & critical infrastructure: generation, grids, storage, terminals, transport nodes, high-dependency assets.
IT/digital infrastructure: telecom, data centres, cloud, cybersecurity, core software used in critical processes.
Advanced / sensitive technologies: AI, encryption, dual-use capability, high-performance computing, key components.
Data access: large volumes of personal data, sensitive datasets (health/biometric), privileged access to critical systems.
Strategic contracts: critical suppliers to the state or to critical infrastructure operators; defence-adjacent supply chains.
Investor profile: opaque ownership/beneficial ownership, complex funding, or indications of state-linked control or financing.

5) Preparation checklist (documents, timeline, stakeholder map)

The goal is to avoid “stop-and-go” requests for clarifications and to protect the deal timetable. Use this as a working list and adapt it to the asset/sector and the rights acquired.

A) Document pack (build this before signing where possible)

Investor ownership and control: group chart, beneficial owners, governance rights, jurisdictions, any state-linked ownership or influence (if applicable).
Funding: source of funds, key terms, lender identities, guarantees/covenants, and any public/state funding (if any).
Transaction map: shares vs assets, control/negative control, veto rights, board rights, information rights, post-closing integration plan.
Target/asset dossier: business description, locations, critical infrastructure elements, key clients, strategic/public contracts, licenses/authorisations.
Data & cybersecurity: what data is processed, where it is stored, access controls, incident history (high-level), planned improvements.
Supply chain and dependencies: key suppliers, single points of failure, replacement feasibility, continuity plans.

B) Timeline (how to draft a realistic critical path)

Pre-screen (week 0–2): confirm whether FDI is in scope (sector + threshold + investor profile) and list other approvals (competition/sectoral).
Draft filing narrative (week 2–4): create a coherent “story” explaining the investment, control rights, assets, data, and mitigations.
Signing: include FDI as a condition precedent, with clear cooperation duties, agreed owner for responses, and a realistic long-stop date.
Clarifications: reserve internal capacity (legal, IT/security, finance, business owners) for fast and consistent responses.
Closing: only after all CPs (FDI + other approvals) are cleared; avoid pre-closing conduct that could be treated as early implementation.

C) Stakeholder map (who must be aligned early)

Internal: board, deal team, legal, compliance, IT/security, finance/treasury, business owners for affected assets.
External: Romanian counsel, sector experts (as needed), financing counsel/lenders, seller’s team (for disclosures), and sector regulators (if applicable).

6) Structuring to reduce risk (without aggressive “avoidance”)

The objective is not to “game” the screening system, but to reduce friction and show credible governance and controls. Overly complex or opaque structures tend to attract more questions.

Transparency first: disclose beneficial ownership and funding clearly, backed by documents.
Simple structure + business rationale: avoid unnecessary layering; document the commercial purpose of each step/vehicle.
Proportionate mitigation: define a realistic package (data access controls, “least privilege”, audit trails, cyber-security upgrades).
Clean pre-closing rules: limit access to sensitive data/systems before closing; use ring-fencing where appropriate.
SPA mechanics: allocate responsibilities for filings, cost sharing, cooperation duties, and a pathway for commitments if requested.

7) How screening interacts with due diligence and sector approvals

Integrate FDI into due diligence: add an FDI workstream that inventories critical assets, sensitive technologies and datasets, and prepares the evidence pack. If the deal is also a concentration, merger control is a separate track under Regulation (EC) No 139/2004, and Romania’s FDI framework explicitly anticipates parallel procedures in relevant cases (OUG 46/2022 – Article 3(4)).

Sectoral approvals: energy, telecom, and other regulated areas may require additional filings/consents. The practical approach is to build a single approvals matrix and align conditions precedent and long-stop dates across all workstreams.

8) Board mini-FAQ (10 quick answers)

Are we in scope? Start with Regulation 2019/452 and Romania’s OUG 46/2022 (sector + threshold + investor profile).
What is the base threshold in Romania? EUR 2,000,000 for relevant sectors, with potential review below threshold if risks exist (OUG 46/2022 – Article 3).
Is there a fee? EUR 10,000 examination contribution (OUG 108/2023 – Article 31^2).
What is the “worst case” outcome? Depending on risk: approval, conditional approval (commitments), or prohibition under national law (see Romania’s decision pathways in OUG 46/2022).
How long will it take? Timing depends on complexity and requests for clarifications; plan buffer and treat FDI as a critical path.
How does this affect financing? Lenders may require FDI clearance as a CP and demand a realistic long-stop date and information rights plan.
Can we sign before clearance? Often yes (with CP), but avoid early implementation and manage pre-closing access to sensitive assets/data.
What red flags apply to us? Use the EU risk factors (Regulation 2019/452 – Article 4) and map them to target assets and investor profile.
What is changing at EU level? A reform of the EU framework is underway (see Council 11.12.2025, Commission press release PDF, and COM(2024) 23).
What do we do now? Build the document pack, approvals matrix, and a response team; lock SPA mechanics and internal owners early.