Romania's FDI Screening in 2026: Practical M&A Checklist for International Buyers

FDI screening in Romania entered a new phase on 13 March 2026 when Government Emergency Ordinance No. 17/2026 (GEO No. 17/2026) was published in the Official Gazette and took immediate effect. The reform raises the de-minimis notification threshold to €5 million, clarifies how consecutive transactions are aggregated, and tightens the definition of sensitive sectors, changes that collectively reshape filing risk for every cross-border deal involving Romanian targets. For private-equity sponsors, strategic acquirers and their advisors, the practical question is no longer whether Romania has a foreign direct investment screening regime, but whether a specific transaction now falls inside or outside it.

This guide consolidates the rules into a single, practitioner-ready M&A checklist covering triggers, thresholds, sector tests, filing mechanics, SPA protections and post-clearance compliance.

When Does a Transaction Trigger FDI Screening in Romania?

Under the amended regime, foreign direct investment screening in Romania is triggered only when two cumulative conditions are met. Both must be satisfied simultaneously; if either leg fails, no notification is required. Understanding this two-limb test is the single most important step for any international buyer evaluating a Romanian target.

Condition 1, Foreign Interest Element

The transaction must involve a “foreign investor” acquiring or increasing a direct or indirect participation in a Romanian entity, or acquiring assets that form part of a Romanian undertaking. Under GEO No. 17/2026, the definition of “foreign investor” captures not only non-EU/EEA investors but also, in certain circumstances, EU-based entities that are ultimately controlled by non-EU persons. The practical effect is that a Luxembourg holding company backed by a Gulf sovereign-wealth fund, for example, cannot assume automatic exemption simply because the immediate acquirer is EU-domiciled.

The foreign-interest element is assessed at the level of ultimate beneficial ownership, not merely legal title. Deal teams should map the full ownership chain to the ultimate controlling natural person or state entity.

Condition 2, Sensitive Sector or Activity

The Romanian target, or the assets being acquired, must operate in one of the legislatively defined sensitive sectors or carry out activities linked to national security, public order or strategic autonomy. The 2026 amendments refine the sector list (discussed in detail in Section 4 below) and introduce clearer criteria for activities that border on, but do not squarely fall within, a listed sector.

Practical Decision Path

Apply the following sequence to assess whether notification is required:

1. Identify the investor chain. Is the ultimate beneficial owner a non-EU/EEA person, state or state-controlled entity? If yes, proceed.
2. Map the target’s activities. Does the Romanian target operate in any of the listed sensitive sectors, or does it hold licences, concessions or assets linked to critical infrastructure? If yes, proceed.
3. Calculate the transaction value. Does the deal (individually or when aggregated with related transactions in the preceding 24 months) meet or exceed the €5 million threshold? If yes, a notification is mandatory.
4. If any step above produces a “no”, document the analysis in a short memo and retain it in the deal file, it serves as evidence of good-faith compliance if the authority later queries the transaction.

Consider a worked example: a Japanese conglomerate acquires 100 % of the shares in a Romanian agricultural-land holding company for €3.8 million. The foreign-interest test is met. Agriculture is a sensitive sector. However, the transaction value falls below the €5 million threshold. Unless the buyer has completed other transactions in related Romanian entities within the preceding 24 months that, when aggregated, push the cumulative value to €5 million or above, no notification is required. Change the purchase price to €5.2 million and the filing obligation is triggered.

FDI Notification Threshold Romania: Aggregation and the €5 Million Test

The headline reform in GEO No. 17/2026 is the increase of the de-minimis notification threshold to €5 million. Below that figure, no filing is required, provided the aggregation rules do not push the deal over the line. Understanding how to calculate the threshold, and when separate transactions must be aggregated, is essential for accurate deal structuring under Romania’s FDI 2026 framework.

How the €5 Million Threshold Is Calculated

The threshold is measured by reference to the total consideration payable by the foreign investor (or investors acting in concert) for the relevant interest in the Romanian entity or assets. “Consideration” includes cash, deferred payments, earn-outs at their estimated maximum value, and the value of any non-cash consideration such as shares or intellectual property contributed in kind. Where consideration is denominated in a non-euro currency, the applicable exchange rate is the National Bank of Romania reference rate on the date the agreement is signed.

Aggregation of Consecutive Transactions

GEO No. 17/2026 introduces an explicit 24-month look-back window. If the same investor (or related persons acting in concert) has completed one or more transactions involving the same Romanian target, or entities operating in the same sensitive sector, within the 24 months preceding the latest transaction, the values of all such transactions are aggregated for threshold purposes.

This rule is designed to prevent structuring a single economic transaction as a series of sub-threshold steps. It is particularly relevant for staged acquisitions, minority-stake build-ups and bolt-on strategies favoured by private-equity platforms.

Worked Threshold Calculations

Deal teams should maintain a rolling register of all Romanian-target transactions by investor group and sector to ensure the 24-month aggregation window is monitored accurately. Early indications suggest the authorities will take a purposive approach to “acting in concert,” treating fund vehicles within the same sponsor family as a single investor for aggregation purposes.

Sensitive Sectors and Sector Tests Under Romania’s FDI Screening Rules

The sector limb of the two-part trigger test determines whether the Romanian target’s activities fall within the scope of the screening regime. GEO No. 17/2026 retains the broad sectoral architecture established since 2022 but introduces clearer definitions and additional sub-categories. The following sectors are the most frequently encountered in cross-border M&A transactions.

Telecommunications and Spectrum Infrastructure

Any Romanian entity holding spectrum licences, operating electronic-communications networks, or providing services classified as critical under Romania’s national cybersecurity legislation is considered a sensitive-sector target. Acquisitions of infrastructure-sharing companies, tower portfolios and fibre-optic networks are caught. Deal teams should check whether the target holds any licence issued by the National Authority for Management and Regulation in Communications (ANCOM).

Energy and Critical Infrastructure

This heading covers electricity generation and transmission, natural-gas storage, oil refining, district-heating systems and any entity designated as an operator of essential services under the NIS2 transposition. Renewable-energy project acquisitions, wind farms, solar parks, trigger the sector test where the installed capacity exceeds threshold levels or where the project connects to the national grid at transmission voltage. The likely practical effect is that virtually all utility-scale renewable transactions will require notification.

Agriculture and the Food Supply Chain

Romania has historically been protective of agricultural land. The 2026 amendments widen the scope beyond bare-land transactions to include companies holding agricultural concessions, irrigation infrastructure and food-processing facilities designated as critical to the national food supply chain. A joint-venture structured to acquire a grain-storage complex, for instance, can trigger the sector test even if the JV itself does not directly hold farmland.

ICT, Cloud Services and Data Hosting

Following the EU-wide trend, Romania now explicitly lists cloud-service providers, data-centre operators and entities processing classified or sensitive government data as sensitive-sector targets. This catches private-equity acquisitions of managed-service providers and data centres, a deal category that has grown sharply in South-East Europe.

Defence, Dual-Use and Security Adjacencies

The defence and dual-use sector heading is broadly drawn and captures any entity involved in the development, production, maintenance or trade of military equipment, dual-use goods (as defined under the EU Dual-Use Regulation) or security technologies used by Romanian state agencies. Sub-contracting relationships can also trigger the test where the target derives a material proportion of revenue from defence-related contracts.

FDI Filing Requirements: Process, Documents and Timelines

Once a deal team determines that notification is required, the filing process under Romania’s amended FDI screening regime follows a structured sequence administered by the Commission for the Examination of Foreign Direct Investments (CEISD). Understanding who files, what documents are needed, and how long the review takes is critical to setting realistic deal timelines and negotiating appropriate SPA protections.

Who Reviews Notifications? The Role of CEISD

CEISD is the inter-ministerial body responsible for assessing whether a notified transaction poses a risk to national security, public order or Romania’s strategic interests. It operates under the coordination of the Prime Minister’s Office and draws on input from sectoral regulators, the Romanian Intelligence Service (SRI) and the Competition Council. CEISD issues a reasoned opinion, clearance, clearance with conditions, or prohibition, which is then formalised by government decision.

Required Documentation Checklist

The notification package must include the following core documents:

• Identification of the investor. Corporate registration certificates, beneficial-ownership declarations, and the full ownership chain up to the ultimate beneficial owner.
• Transaction documents. Executed SPA (or heads of terms / binding LOI if pre-signing notification), shareholders’ agreement, and any ancillary agreements (TSAs, IP licences, management agreements).
• Transaction-value calculation. Detailed breakdown of the purchase price, deferred consideration, earn-out mechanics and aggregation computation (if applicable).
• Sectoral information. Description of the target’s activities, licences, concessions, contracts with state entities, classification under NIS2 or critical-infrastructure legislation.
• Business plan. Post-acquisition operational plan, intended changes to the target’s activities, workforce projections and capital-expenditure commitments.
• Source-of-funds evidence. Proof of the investor’s financial capacity and, where relevant, the origin of funding (equity commitments, bank financing, LP capital calls).

Filing Fee

Practitioner reports indicate the filing fee under the amended regime is €10,000, payable upon submission. The fee is non-refundable regardless of the outcome of the review.

Timeline: From Filing to Clearance

Industry observers expect that the 45-day substantive-review window will become the practical benchmark for deal teams, representing a meaningful acceleration compared with the open-ended timelines that characterised the pre-2026 regime. Pre-notification engagement with CEISD is not mandatory but is strongly recommended for complex or politically sensitive transactions, as it can reduce information requests during the formal review.

Reporting Obligations by Entity Type

Deal Drafting and Risk Mitigation: SPA Clauses and Practical Protections

Where FDI screening in Romania is triggered, the SPA and ancillary agreements must be drafted to accommodate the notification process without exposing either party to unacceptable risk. The following contractual mechanisms represent current best practice for transactions subject to the Romania FDI 2026 regime.

Clearance as a Condition Precedent

The most fundamental protection is a condition precedent (CP) requiring unconditional FDI clearance (or clearance with conditions acceptable to the buyer) before the obligation to close arises. Model language should specify:

• The precise clearance event that satisfies the CP, receipt of the formal government decision, not merely the CEISD opinion.
• Whether clearance “with conditions” satisfies the CP or requires buyer consent (and a materiality qualifier for those conditions).
• The obligation of each party to cooperate in the filing process, including timely provision of information and attendance at meetings with CEISD.

Long-Stop Date and Termination Rights

Given the 3–5 month estimated clearance timeline, the SPA should include a long-stop date that gives sufficient runway for the review while protecting both parties from indefinite suspension. A long-stop of six months from signing, with an optional three-month extension exercisable by either party if the filing remains pending, is a reasonable starting point. If clearance is not obtained by the extended long-stop date, either party should have the right to terminate the SPA without liability (subject to any reverse break fee, see below).

Reverse Break Fee

Where the buyer bears the regulatory risk, as is typical in competitive auction processes, the seller may negotiate a reverse break fee payable by the buyer if the transaction fails to obtain FDI clearance. This fee compensates the seller for the opportunity cost and deal disruption. Market practice in Romania currently ranges from 3 % to 7 % of the enterprise value, depending on deal size and sector sensitivity.

Interim Operating Restrictions

Between signing and closing, the target business must continue operating in the ordinary course. The SPA should include customary interim covenants preventing the seller from taking actions that could prejudice the FDI review, for example, entering into new government contracts, applying for additional sensitive-sector licences, or making material changes to the target’s shareholding structure.

Regulatory Cooperation Covenant

Both parties should undertake to cooperate fully and in good faith with the CEISD review process, including providing supplementary information within specified response windows, participating in pre-notification consultations and not withdrawing or amending the notification without the other party’s consent. A well-drafted cooperation covenant reduces the risk of delays caused by incomplete filings or uncoordinated responses. For broader guidance on disclosure obligations, see the analysis of why disclosure letters are crucial in M&A deals.

Disclosure Schedules and FDI Risk Allocation

The seller’s disclosure schedules should address the target’s exposure to FDI-sensitive activities comprehensively: all licences, concessions, government contracts, classified-information access, and critical-infrastructure designations. Buyers should require a specific FDI-related warranty confirming the accuracy and completeness of these disclosures, backed by an indemnity for losses arising from undisclosed sensitivities that trigger a review failure or the imposition of onerous conditions.

Coordination with Merger-Control Filings

Many transactions that trigger FDI screening in Romania will also require merger-control clearance from the Romanian Competition Council (or the European Commission, depending on jurisdictional thresholds). The SPA should address the sequencing of these parallel filings explicitly. Early indications suggest that coordinating the FDI notification and the merger-control filing from the outset, sharing common factual submissions where permissible, reduces overall deal timeline. For comparison with other jurisdictions’ merger-control thresholds, see the overview of deal-value thresholds and their impact on M&A structuring.

Sanctions, Penalties and Post-Clearance Compliance

The consequences of failing to comply with Romania’s FDI filing requirements are severe and can affect both the transaction’s validity and the parties’ ongoing operations in Romania.

Administrative Fines and Unwinding Risk

Completing a notifiable transaction without obtaining clearance constitutes an administrative offence. GEO No. 17/2026 empowers the authorities to impose significant administrative fines on both the investor and, in certain circumstances, the Romanian target entity. More critically, a transaction completed in breach of the notification obligation is voidable, meaning the authorities can order the unwinding of the acquisition, forced divestiture of the acquired interest, or suspension of voting rights and economic benefits pending resolution.

Post-Clearance Monitoring

Where clearance is granted subject to conditions (for example, maintaining local employment levels, preserving data sovereignty, or continuing supply obligations to the Romanian state), the investor must comply with those conditions for the specified period. Non-compliance can trigger revocation of the clearance and, in extreme cases, a forced-sale order. Deal teams should build post-clearance compliance into the buyer’s integration plan from day one:

• Condition tracker. Maintain a register of all clearance conditions, responsible internal owners, and reporting deadlines.
• Annual compliance certification. Provide an internal annual certification that all conditions remain satisfied.
• Regulatory-change monitoring. Monitor legislative amendments that could alter the scope or duration of clearance conditions.

Practical M&A Checklist for FDI Screening in Romania

The following consolidated checklist is designed for deal teams working on transactions that may trigger Romania’s foreign direct investment screening requirements under the 2026 regime. It covers the full deal lifecycle from initial assessment through post-closing compliance.

Pre-Signing

1. Map the investor’s full ownership chain to the ultimate beneficial owner; determine whether the foreign-interest test is met.
2. Assess the target’s activities against the sensitive-sector list (telecom, energy, agriculture, ICT/cloud, defence/dual-use).
3. Calculate the transaction value and check the 24-month aggregation register for prior related transactions.
4. If notification is triggered, engage local Romanian FDI counsel and consider pre-notification consultation with CEISD.
5. Factor the 3–5 month clearance timeline into the deal timetable and auction-process commitments.

Signing and Post-Signing

6. Include FDI clearance as a condition precedent in the SPA, with appropriate definitions of “acceptable conditions.”
7. Set a long-stop date (recommended: six months + three-month extension option).
8. Negotiate reverse break fee, interim operating covenants and regulatory cooperation undertakings.
9. Prepare and submit the notification package within the timeframe specified in the SPA (typically within 10–15 business days of signing).
10. Coordinate the FDI notification with any parallel merger-control filing.

Post-Closing Compliance

11. Implement a clearance-condition tracker and assign internal compliance owners.
12. Build FDI-condition reporting into the target’s board-reporting calendar.
13. Monitor legislative changes to the FDI regime that could alter existing conditions or create new obligations.
14. Retain all FDI-related correspondence, filings and government decisions in a dedicated regulatory file for the statutory retention period.
15. Conduct an annual post-clearance audit to confirm ongoing compliance with all conditions.

For an overview of related international commercial transaction guides across multiple jurisdictions, or to connect with a Romania-qualified M&A practitioner through the Global Law Experts lawyer directory, use the links provided.

Conclusion: FDI Screening Romania, Act Now

The March 2026 reforms under GEO No. 17/2026 have made Romania’s FDI screening regime both clearer and more consequential for international buyers. The €5 million threshold, the 24-month aggregation rule and the refined sector definitions mean that deal teams must reassess notification risk at the earliest stage of transaction planning. Build the two-limb trigger test into every preliminary due-diligence assessment. Structure your SPA with FDI-specific conditions precedent, realistic long-stop dates and post-clearance compliance mechanisms. Engage with CEISD early where the transaction is complex or the sector is politically sensitive.

For a broader overview of recent legislative developments, consult the summary of Romania M&A law changes in 2026. To connect directly with a qualified M&A practitioner in Romania or explore international commercial practice guides, visit the Global Law Experts lawyer directory.

Sources

1. Dentons, Romania, FDI Screening Regime Amended (March 2026)
2. Wolf Theiss, Romania’s New FDI Framework (March 2026)
3. CMS Expert Guide, Foreign Investment Screening Laws: Romania (April 2026)
4. Kinstellar, Romania Amends Its FDI Screening Rules (March 2026)
5. IBA, Romania FDI Screening Regime: More Clarity and Simplification (March 2026)
6. UNCTAD Investment Policy Monitor, Romania Investment Screening Guidelines (July 2025)
7. bpv GRIGORESCU STEFANICA, Major Amendments to the FDI Regime in Romania (March 2026)
8. Global Law Experts, Romania M&A Law Changes 2026