The Government adopted the GEO no. 17/2026, in force since 13.03.2026, amending and supplementing the legal framework for FDI screening established under the GEO no. 46/2022. The new regulation aims to clarify existing procedures, to modify the threshold for EU FDI screening from 2 to 5 million euros, widen the scope of the mechanism and strengthen the examination tools of investments potentially impacting national security or public order. The newly enacted legislative changes are also part of a broader European trend to strengthen FDI screening mechanisms, in application of Regulation (EU) 2019/452.

Extended coverage of the definition of investment

One of the main amendments is the expansion of the definition of foreign direct investment to include the acquisition by a foreign investor of “tangible and/or intangible assets in sensitive sectors”, and non longer only transactions resulting in control take-over. This change allows the authorities to review “asset deal” transactions through which critical infrastructure, technologies or industrial capacities relevant to economic security can be acquired.

Previously, the mechanism focused mainly on transactions enabling investors to acquire control over a company, as well as on investments in tangible and intangible assets related to establishment of a undertaking, the expansion of the capacity of an existing undertaking, the diversification of production into new products, or a fundamental change in the overall production process.

This amendment reduces the risk that investments with strategic impact are carried out through asset deals in order to circumvent the authorization procedure.

At the same time, another important change is the increase of the threshold above which investments fall under FDI screening, from EUR 2 million to EUR 5 million.

Clarification of sensitive areas

GEO No. 17/2026 introduces an explicit list of sensitive areas where investments may be subject to screening. These include:

• critical and advanced technologies (AI, robotics, semiconductors and electronic components, cybersecurity, aerospace technologies, defence and national security technologies, energy storage technologies, quantum technologies, nuclear technologies, nanotechnologies, biotechnologies);
• critical infrastructure (energy, transport, water, health, communications, data processing and storage, aerospace infrastructure, defence infrastructure or electoral or financial infrastructure, sensitive installations, 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 defence industry;
• the agri-food sector, including domestic production and processing facilities, agricultural lands, irrigation infrastructure, grain port terminals, silos and warehouses, gene banks, fertilizer production technologies.

The aforementioned areas as detailed by the GEO no. 17/2026 refer exclusively to operations for the acquisition of tangible and/or intangible assets for the purpose of carrying out an economic activity, without prejudice to the areas provided for in art. 2 of CSAT Decision no. 73/2012 nor to the provisions of the GEO no. 98/2010, approved by Law no. 18/2011.

Mechanisms for anti-fragmentation of transactions

In order to prevent the circumvention of the control mechanisms through the artificial fragmentation of transactions, GEO no. 17/2026 introduces rules on the aggregation of interdependent operations. Thus:

• two or more transactions carried out within one year period between the same persons or entities regarding the same company and having a similar or interdependent purpose, may be treated as a single investment; the investor may include all such transactions in a single filing;
• two or more interdependent operations carried out within a one year period by the same natural and/or legal person, or between the same natural and/or legal persons, shall be deemed to constitute a single investment where the value of each individual operation is below the threshold of EUR 5 million; the obligation to file for authorization arises once the cumulative threshold is reached.

Exceptions for intra-group reorganizations

The new regulation also introduces an exception for certain internal corporate operations of groups of companies. Intra-group restructurings or reorganizations, as well as transactions between entities from the EU or OECD countries, are not subject to notification, if there is no change in effective control or the beneficial owner, and the financing comes exclusively from intra-group sources or from the EU/OECD area.

Reduction of the amount of the screening fee

GEO No. 17/2026 amends Competition Law No. 21/1996 by reducing the screening fee applicable to authorization applications submitted under GEO No. 46/2022 from EUR 10,000 to EUR 5,000 (payable in lei at the NBR exchange rate applicable on the date of payment). The fee shall be refunded where the screening conditions are not met or, as newly provided, where the CEISD opinion is issued after the expiry of the statutory deadlines.

Strengthening the institutional role of the CEISD

The GEO no. 17/2026 also brings amendments regarding the organization of the Commission for the Screening of Foreign Direct Investments (CEISD). Among the main elements are: (i) expanding institutional representation within the commission; (ii) establishing a permanent group of experts for investment analysis; (iii) permanent participation of institutions in the field of national security. Also, members and experts involved in the screening of investments must hold security certificates for access to classified information.

Modifications to procedural timelines

The GEO No. 17/2026 brings a series of specific adjustments to the deadlines applicable to the FDI screening procedure regulated by GEO No. 46/2022, as well as to related administrative procedures.

• Additional information requested by the CEISD must be provided within 30 days (instead of 15), with a possible extension of 15 days. Failure to comply leads to the closure of the screening procedure, without prejudice to the investor’s right to submit a new application;
• CEISD positive opinion: transmitted to the Prime Minister’s Chancellery; authorization order issued within 10 calendar days from the receipt of the CEISD opinion;
• Opinions requested by the CEISD from authorities or other entities must be provided within 20 days, instead of 45 days previously;
• Where the application is complex or raises issues of national security or public order, the CEISD may initiate a detailed investigation, including consultation with the CSAT. This procedure must be completed within 90 days, with a possible extension of up to 45 days. It may also be triggered at the request of the CSAT;
• If the CEISD proposes a conditional approval or a refusal, the CSAT must issue its decision within 90 days from the request;
• The CEISD clearance is issued within 45 calendar days from the date the notification is declared complete, containing all the information and documents requested from the applicant;
• Decisions of the Competition Council imposing fines enforceable within 30 days from their notification, without further formalities.

GEO no. 17/2026 strengthens the procedural framework of the investment screening mechanism by introducing an IT platform dedicated to managing authorization applications.

Impact of the changes on the investment environment

The changes introduced by the GEO no. 17/2026 mark the maturing of the Romanian FDI screening mechanism with potential impact on economic security and strategic infrastructures. For investors, these changes imply a more careful legal analysis of the structure of transactions, the assessment of the investment’s classification in sensitive sectors and the verification of notification obligations before implementing the transaction.

Content provided by Gruia Dufaut & Asociații Law Firm