A foreign acquirer completing a transaction in Finland without filing a required notification now faces the risk of that acquisition being unwound. Finland's investment screening legislation has been significantly strengthened, and the window for voluntary compliance is narrowing. International businesses – from private equity houses to strategic corporate acquirers – must reassess their deal processes immediately.
Finland's revised foreign investment screening rules. This entered into force in 2023 and were further tightened through amendments effective in early 2025. Require non-EU investors to notify the Finnish Ministry of Economic Affairs and Employment before completing acquisitions in a broad range of defined sectors. The notification obligation is triggered at ownership thresholds starting at ten percent of voting rights in a Finnish target. Transactions completed without prior clearance may be declared void or subjected to remedial conditions.
This alert explains which companies are affected, what the notification thresholds require, and what international investors should do before their next Finnish transaction closes.
What changed and when it took effect
Finland's investment screening system has operated under dedicated investment legislation for several years. The most recent amendments broadened both the sectoral scope and the category of investors subject to mandatory pre-notification.
Previously, mandatory notification applied primarily to non-EU and non-EEA acquirers in a narrowly defined set of critical sectors. Under the updated rules, the scope now explicitly covers a wider range of sectors. These include defence and dual-use technology, critical infrastructure such as energy, water, and transport networks, digital infrastructure and cybersecurity services, healthcare systems, and certain financial services activities. Importantly, the revised rules also cover investments in companies involved in the production or processing of data with national security relevance.
A further significant change concerns EU and EEA investors. While the core mandatory notification regime targets non-EU and non-EEA acquirers. EU-based investors acquiring stakes above defined thresholds in the most sensitive sectors. primarily defence and critical infrastructure. are now also subject to a voluntary notification mechanism. That mechanism carries real weight: the Ministry retains authority to initiate a review on its own initiative within a defined period after transaction completion. Relying on the voluntary channel without filing therefore carries material risk for EU acquirers in sensitive sectors.
The amendments align Finland's regime more closely with the EU Foreign Direct Investment Screening Regulation's cooperation mechanism. Finland now systematically exchanges information with other EU member states and the European Commission on screened transactions. A clearance in Finland does not prevent scrutiny in another member state where the target has operations.
For capital markets participants, the intersection with capital markets regulation in Finland is directly relevant. Acquisitions of stakes in listed Finnish companies – including those triggered by open-market purchases – are captured by the screening rules once the relevant voting-rights threshold is crossed. The prospectus and disclosure obligations that accompany a public offer do not substitute for, or delay, the screening notification. Both sets of obligations run in parallel.
Who is affected: thresholds and business categories
The notification obligation applies based on two cumulative criteria: the identity of the acquirer and the nature of the Finnish target's activities.
Acquirer identity. Mandatory prior notification is required for any acquirer that is: a natural person or legal entity domiciled or incorporated outside the EU and EEA. a legal entity in which a non-EU or non-EEA party holds a controlling interest or decisive influence. or any acquirer. including EU-based. acting in a sector classified as critical defence or infrastructure where the Ministry has issued sector-specific guidance.
Ownership thresholds. Notification is triggered at the following levels of voting rights or equivalent control in a Finnish target:
- Ten percent – the entry-level threshold for the most sensitive sectors
- Twenty percent – a secondary threshold triggering re-notification if previously cleared at ten percent
- One-third – a further re-notification point at which blocking minority rights typically arise
- Fifty percent – majority control, always requiring notification regardless of sector
Each threshold crossing is treated as a separate notifiable event. An acquirer who obtained clearance at ten percent must file again before crossing twenty percent.
Target sectors. The sectors most consistently capturing notification obligations include: companies holding licences or operating infrastructure in energy, telecommunications. Additionally, transport. providers of cloud, data centre. Alternatively. Cybersecurity services to Finnish public authorities. manufacturers or exporters subject to dual-use export control legislation. financial institutions and investment funds operating under Finnish financial services legislation. and healthcare providers handling population-level data.
The investment fund sector deserves particular attention. A fund acquiring a stake through a Finnish sijoitusrahasto (investment fund) structure. or investing into a Finnish target via a fund vehicle. must trace beneficial ownership to determine whether the ultimate acquirer meets the non-EU or non-EEA test. Fund-of-fund structures and GP-LP arrangements do not provide a screen against the notification obligation.
For companies active in banking and structured finance, the interaction with Finnish banking and finance regulation requires careful mapping. Acquisitions of qualifying holdings in Finnish credit institutions trigger parallel notification requirements under financial services legislation, in addition to the foreign investment screening notification. For a coordinated view of both obligations, see our analysis of banking and finance law in Finland.
To receive an expert assessment of your transaction's screening obligations in Finland, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
The consequences of non-compliance are not theoretical. The Ministry has authority to order divestiture of an unlawfully completed acquisition, impose conditions on an existing holding, or prohibit the exercise of voting rights pending review. Transactions completed without notification in a mandatory sector have no legal safe harbour.
International companies with existing or planned Finnish exposure should take the following steps without delay.
- Map current holdings against the revised sector list. Any existing investment in a Finnish company operating in energy, telecoms, data infrastructure, defence supply chains, or healthcare should be reviewed against the updated sectoral definitions. A holding acquired before the amendments entered into force is not automatically grandfathered if a subsequent threshold is crossed.
- Audit beneficial ownership chains. If the acquirer is a fund, holding company, or special purpose vehicle, identify whether any non-EU or non-EEA party holds a controlling interest in the chain. The screening legislation looks through intermediate vehicles.
- Build notification timelines into deal timetables. The Ministry's standard review period runs up to three months from acceptance of a complete notification, with the possibility of extension in complex cases. Cross-border transactions coordinated under the EU cooperation mechanism may take longer. Signing-to-closing timelines that assume a shorter regulatory window will need to be revised.
- Review IPO and secondary market strategies. For investments in listed Finnish companies, crossing a notification threshold through open-market purchases triggers the obligation at the point the threshold is reached – not at the point of a formal offer. Investors building positions incrementally must monitor their voting rights in real time. The listing requirements and disclosure obligations applicable to Finnish securities do not override this duty.
- Assess voluntary notification for EU acquirers in sensitive sectors. EU-domiciled strategic investors should obtain legal advice on whether voluntary pre-notification is advisable for their specific target and sector. The Ministry's own-initiative review power makes post-closing silence a risk management decision, not a safe default.
A parallel alert on investment screening developments in Portugal – relevant for Iberian holding structures used to access Nordic markets – is available in our alert on investment screening in Portugal.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising clients across 46 jurisdictions on foreign investment screening, capital markets regulation, and cross-border transactions. Our team combines Portuguese civil law expertise with English common law tradition to support international companies – from private equity sponsors to listed corporate groups – in managing regulatory clearance processes across European markets. Engaging a lawyer in Finland with cross-border regulatory experience is essential when notification timelines directly affect deal execution. As an international law firm in Finland and across the Nordic region, we help clients build compliant structures from the outset. To discuss the screening implications of your Finnish transaction, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.