Major changes regarding the authorization of foreign investments

 

 

 

  

Legal Alert 

 
Major changes regarding the authorization of foreign investments

 

 
Synopsis

 

 Published on March 13, 2026,  Government Emergency Ordinance No. 17/2026 on the amendment and supplementation of certain legislative acts (“GEO 17/2026”), a multi-purpose legislative act, introduces changes with a major impact on foreign investments, fundamentally revising the mechanism for their review and authorization. Two other related areas affected by the new legislative act are environmental impact assessment and fire safety (ISU).

The stated purpose of Government Emergency Ordinance No. 17/2026 is to ensure the effective and consistent operation of the national mechanism for reviewing foreign direct investments. Below, we outline only the main changes to the regime governing such investments, as established by Government Emergency Ordinance 46/2022 (approved by Law No. 164/2023) and Competition Law No. 21/1996.

 

 
Expansion of the Scope of Investments Subject to Review

 

 The definition of foreign direct investment has been expanded, expressly allowing for the review of any transaction involving the acquisition of tangible and/or intangible assets (“asset deals”) in sensitive sectors for the purpose of conducting an economic activity.

 

 

Exhaustive redefinition of sensitive sectors

 

 

Following the expansion of the scope of Emergency Ordinance No. 46/2022 to include asset deals, Emergency Ordinance No. 17/2026 updates the list of sectors considered sensitive in this context as follows:

  • critical and advanced technologies, including: artificial intelligence, robotics, semiconductors and electronic components, cybersecurity, aerospace technologies, technologies in the field of defense and national security, etc.;
  • critical infrastructure, including infrastructure in the fields of energy, transportation, water, health, communications, data processing or storage, aerospace infrastructure, defense infrastructure, or electoral or financial infrastructure, sensitive facilities, as well as land and real estate essential for the use of such infrastructure;
  • the pharmaceutical sector, including research, development, production, distribution, and supply of medicines, medical devices, and active substances;
  • the defense sector and defense industry, including: the production, development, maintenance, repair, integration, testing, or supply of equipment, e , technologies, systems, components, subassemblies, and services intended for or used for military or dual-use purposes;
  • the agri-food sector, including domestic production and processing facilities, agricultural land, irrigation infrastructure, grain port terminals, silos and warehouses, gene banks, and fertilizer production technologies.

 

 

Value threshold increased to 5 million euros and prevention of transaction fragmentation

 

 

Government Emergency Ordinance No. 17/2026  establishes a new threshold for the review of targeted investments, raising it to 5 million euros, calculated at the National Bank of Romania’s exchange rate on the last day of the previous year. However, the legislation provides that investments not exceeding this threshold may also be subject to review when, by their nature or potential effects, they may affect national security, public order, or projects and programs of interest to the European Union.

Furthermore, to prevent the artificial fragmentation of transactions, Emergency Ordinance No. 17/2026 stipulates that interdependent transactions carried out between the same persons or entities, within a one-year period, may be treated as a single investment, with the notification requirement triggering when their cumulative value reaches the threshold of 5 million euros (“aggregated transactions”).

A practical amendment, addressing the ambiguity of the previous legislation that led to the unnecessary reporting of certain intra-group transactions, exempts from the reporting requirement certain intra-group reorganization or restructuring transactions carried out by investors from the European Union or from countries that adhere to the Codes of the Organization for Economic Cooperation and Development (OECD), provided that these do not result in a change in the effective control or beneficial ownership of the company, and the source of funding is intra-group or comes exclusively from the European Union or from countries adhering to the OECD codes.

 

 

More efficient procedure, response deadlines, and review fees

 

 

The fee charged for the review of investments has been reduced from 10,000 euros to 5,000 euros, with the aim of lowering the administrative costs borne by investors and encouraging the notification of investment projects subject to the review procedure.

At the same time, the review deadlines applicable under the authorization procedure have been revised and shortened to allow for a faster resolution of notifications submitted by investors. Thus, the review period for notifications has been reduced from 60 to 45 calendar days from the date the notification is deemed complete, and the deadline for the Prime Minister’s Office to issue the authorization order has been reduced to 10 calendar days from receipt of the CEISD opinion.

The suspensive effect of the initiation of the CEISD investigation on the deadlines for reviewing economic concentrations is also clarified.

 

 

Transitional Provisions

 

 

Applications for investment authorization that were under review as of the effective date of Government Emergency Ordinance No. 17/2026 shall be processed in accordance with the legal provisions in force at the time of their submission.

Furthermore, procedures initiated prior to the entry into force of Government Emergency Ordinance No. 17/2026 shall continue in accordance with the regulatory framework applicable at the time of their initiation, until the final administrative act is issued.

 

 

Source

 

Emergency Ordinance No. 17/2026 amending and supplementing certain legislative acts, published in the Official Gazette, Part I, No. 199 of March 13, 2026, effective as of March 13, 2026.

 

 

 

  

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