Romania has tightened its foreign investment screening rules. A revised legislative regime – aligning domestic investment legislation with the EU's Foreign Direct Investment Screening Regulation – now imposes mandatory pre-notification obligations on a broad range of inbound transactions. International companies that delay or overlook this requirement risk transaction suspension, fines, and forced divestiture.
Romania's updated investment screening legislation requires foreign investors to file a pre-closing notification with the designated national authority before completing transactions that meet defined sector and value thresholds. The obligation applies to both direct acquisitions and indirect changes of control. Notifications must be submitted before the transaction closes, and the review period can extend to several months depending on the sensitivity of the sector involved.
This alert explains which businesses are affected, what the threshold criteria are, and what immediate steps international companies should take to maintain compliance.
What changed and when it takes effect
Romania's investment screening regime underwent a significant revision in line with EU investment legislation requirements. The updated rules extend screening obligations beyond previously covered sectors. They now encompass a wider set of industries considered sensitive from a national security or public order perspective.
The key change is the introduction of a mandatory pre-notification mechanism. Under the prior system, certain transactions could proceed without advance clearance. Under the revised investment legislation, notification is required before closing – not after. Transactions completed without the required notification are treated as legally void until the review is concluded.
The revised rules entered into force and apply to transactions signed or agreed from the effective date of the amending legislation. Transactions in progress at that date are subject to transitional provisions and may require retroactive notification within a short window – typically 30 to 60 days from the effective date.
Romania's Consiliul Suprem de Apărare a Țării (Supreme Council of National Defence) and the dedicated inter-ministerial screening committee share oversight of the review process. The committee issues a decision within a statutory period. That period may be extended where additional information is requested or where the transaction involves multiple sensitive sectors simultaneously.
Who is affected: sector categories and threshold criteria
The new notification obligation applies to foreign investors – meaning entities or individuals from outside the EU/EEA and Switzerland – acquiring control or significant influence in Romanian companies. Certain transactions by EU-based acquirers with non-EU ultimate beneficial owners are also captured.
The sectors subject to mandatory screening include, but are not limited to:
- Energy infrastructure, including generation, transmission, and distribution assets
- Digital infrastructure, telecommunications networks, and data processing facilities
- Financial services, including banking, insurance, and capital markets intermediaries
- Defence-related manufacturing and dual-use technology
- Healthcare, pharmaceutical production, and critical medical supply chains
The threshold criteria triggering notification are met when a transaction results in the acquisition of at least 10 percent of the share capital or voting rights of a Romanian target. Alternatively. When the acquirer obtains the ability to appoint or remove members of the management or supervisory board. Transactions below this threshold but structured to achieve equivalent influence through contractual means are also captured under the legislation.
A separate financial threshold applies in certain sectors. Where the target's annual turnover in Romania exceeds a defined value – expressed in the applicable implementing regulation – notification is mandatory regardless of percentage ownership acquired. Investment funds and special purpose vehicles are not exempt. The legislation looks through the fund structure to identify the ultimate controlling party and the source of capital. Disclosure obligations therefore apply at both the fund and the investor level.
For international companies with existing Romanian subsidiaries, any upstream restructuring that changes the ultimate beneficial owner – even without a change at the Romanian subsidiary level – may trigger notification requirements. This is a frequently overlooked dimension of the new rules.
To assess whether your transaction falls within the notification perimeter, contact us at info@ferrazwhitmore.com for a preliminary review of your situation in Romania.
Immediate actions for international companies
Companies with active or planned investment activity in Romania should take the following steps without delay.
Map existing and pipeline transactions. Review all current and planned acquisitions, joint ventures, and restructurings involving Romanian entities. Identify any that result in a change of control, a new significant shareholding, or a new appointment right over management.
Assess sector classification. Determine whether the Romanian target operates in a sector listed under the screening legislation. This assessment requires careful analysis of the target's actual activities – not only its registered purpose. A company nominally registered as a general trading entity may conduct activities that fall within a screened sector.
Identify the notification window. For new transactions, the notification must be filed before closing. For transactions already signed but not yet closed, the notification must be filed immediately. For transactions closed before the effective date of the revised legislation but within the transitional window, the retroactive notification deadline must be confirmed with Romanian counsel.
Prepare the notification dossier. The filing requires detailed information on the acquirer's ownership structure, the source of funds, the acquirer's activities in Romania and abroad, and the strategic rationale for the transaction. Where the acquirer is ultimately owned or controlled by a state entity or sovereign fund, additional disclosure requirements apply. Supporting documents include corporate structure charts, financial statements, and – where a securities offering or IPO structure is involved – the relevant prospectus or listing documentation.
Build review time into transaction timelines. The standard review period under Romanian investment legislation runs to 45 calendar days from receipt of a complete notification. This period may be extended by the screening authority where additional information is sought or where national security considerations require deeper analysis. Transaction documentation – including conditions precedent and long-stop dates – must reflect this review window. Failure to do so exposes parties to contractual risk if clearance is delayed.
Our capital markets practice in Romania advises international investors on screening filings, transaction structuring, and interaction with the screening authority throughout the review process. For a tailored strategy on investment screening compliance in Romania, reach out to info@ferrazwhitmore.com.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to support cross-border investment transactions, regulatory compliance, and foreign investment screening matters in Romania and across Central and Eastern Europe. Our capital markets practice covers securities offerings, IPO structuring, prospectus compliance, and disclosure obligations across 15 practice areas and multiple regulatory environments. The firm's Lisbon base provides direct access to EU regulatory instruments, while our practitioners bring experience before national screening authorities and cross-border investment bodies throughout the region. We work with international entrepreneurs, institutional investors, and in-house legal teams who require results-oriented counsel across multiple legal systems. As an international law firm with Romania-focused capabilities, we support clients from initial transaction assessment through to final screening clearance. For related matters in the financial sector, see our work on banking and finance in Romania. For a comparative perspective on screening developments in other EU member states, our alert on investment screening in Portugal provides a useful reference point. To discuss your investment situation in Romania, 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.