How to Get FDI Clearance in France for AI & Data‑rich Cross‑border Acquisitions, 2026 Procedure

Any foreign investor acquiring a French company that develops AI models, processes large‑scale personal data, or holds sensitive algorithms must obtain prior authorisation from the French Ministry of Economy before closing the transaction. This foreign direct investment (FDI) clearance process, administered by the Direction générale du Trésor (DG Trésor, the Foreign Investment Office within the Treasury), has become materially more demanding since Decree No. 2023‑1293 broadened the list of sensitive sectors and activities subject to screening. Understanding how to get FDI clearance in France in 2026 is now a critical path item for any cross‑border M&A deal involving technology, data infrastructure or R&D teams based in France.

This guide sets out the full procedure, eligibility triggers, step‑by‑step filing mechanics, required documents, statutory timelines, costs, and common pitfalls, so that deal teams can plan with precision.

Overview of the FDI Clearance Process and Who It Applies To

France operates a mandatory, suspensive FDI screening regime. A foreign investor planning to acquire control of, or a significant stake in, a French entity active in a designated sensitive sector must file a notification with the Ministry of Economy and receive clearance before completing the transaction. The regime is codified in Articles L. 151‑3 and R. 151‑1 et seq. of the Monetary and Financial Code, as amended most recently by Decree No. 2023‑1293 of 28 December 2023, which entered into force on 1 January 2024.

The review unfolds in two phases. Phase I is an initial assessment lasting up to 30 business days from the date of filing. If the Ministry identifies concerns, which is increasingly common for AI acquisition in France and data‑access transactions, it may open a Phase II in‑depth review of up to 45 business days. At the end of the process the Ministry may clear the investment unconditionally, impose conditions (undertakings), or prohibit it.

For deal teams, the critical first question is whether the target’s activities fall within the defined list of sensitive sectors. Where those activities include AI, algorithms, large‑scale personal data processing, cloud hosting, cybersecurity, health/biotech R&D, defence, dual‑use technology, cryptography, telecoms or geolocation/surveillance, the answer is almost certainly yes. The eligibility section below provides a detailed breakdown of thresholds and triggers.

Eligibility and Prerequisites for FDI Clearance in France

Not every foreign investment triggers the prior‑authorisation requirement. The obligation arises when three conditions are met simultaneously: (1) the investor qualifies as a “foreign” investor under the regime; (2) the investment crosses a specified ownership or control threshold; and (3) the French target entity is active in one or more designated sensitive sectors. The following subsections break down each element.

Ownership and Control Thresholds

The regime applies differently depending on whether the target is listed or unlisted, and on whether the investor is from an EU/EEA member state or a third country. The key thresholds, as established under the Monetary and Financial Code and refined by the 2023 Decree, are summarised below.

Control can also be established through other means, board representation, veto rights over strategic decisions, exclusive licensing arrangements, or contractual access to critical assets, even where formal shareholding stays below the 25% line. In practice, any arrangement that gives a foreign party effective influence over sensitive operations should be assessed against the notification requirement.

Asset‑ and Access‑Based Triggers for AI and Data Transactions

For AI and data‑rich targets, sector triggers are the most common reason a deal falls within scope. The following activities and assets are specifically treated as sensitive under the current framework:

• AI and machine‑learning models. Access to training data, source code, proprietary algorithms or model weights, whether through share acquisition, licensing or hosting arrangements.
• Large‑scale personal data processing. Entities that collect, store or process personal data at scale, particularly health, biometric, geolocation or financial data.
• Cybersecurity and critical infrastructure. Companies providing security services, intrusion detection, or operating IT systems classified as critical (OIV/OSE operators).
• Defence, dual‑use technology and cryptography. Any export‑controlled technology or cryptographic capability.
• Cloud hosting and data centres. Providers hosting data for public or sensitive‑sector clients.
• Health/biotech R&D. Entities involved in pharmaceutical research, medical devices or genomics data.
• Telecoms and geolocation/surveillance. Network operators and companies with surveillance capabilities.

When to File Voluntarily Versus Mandatory Filing

Where there is genuine doubt about whether a transaction crosses a trigger, for example, where a licensing arrangement grants indirect access to sensitive data rather than direct equity control, deal teams should consider a voluntary precautionary filing or, at minimum, a pre‑notification consultation with DG Trésor. Failure to notify a transaction that is later found to be within scope exposes the buyer to sanctions, including potential reversal of the investment. Early engagement with French counsel to map sector triggers against the target’s actual operations is the most effective risk‑mitigation step.

Step‑by‑Step Procedure to Obtain FDI Clearance in France

The FDI clearance process follows a structured sequence from initial screening through post‑clearance compliance. The table below provides an overview; detailed guidance on each step follows.

Step 1, Conduct Pre‑Deal Screening and Advisory Kick‑Off

Before signing or announcing, the buyer’s deal team should assess whether the target’s activities fall within the scope of France’s FDI regime. This involves mapping the target’s products, data assets, customer base (public‑sector clients, defence contractors) and technology stack against the list of sensitive sectors. Counsel should also identify whether parallel FDI filings are required in other jurisdictions and coordinate timing accordingly. A preliminary meeting with DG Trésor, a pre‑notification engagement, is not mandatory but is strongly recommended for AI and data transactions, as it allows the team to identify likely concerns and calibrate the filing.

Step 2, Prepare the Internal Exhibit Pack and Data Mapping

This step consumes the most preparation time. The buyer, with cooperation from the target, must assemble a comprehensive technical and legal dossier. For AI and data‑heavy deals, this includes a detailed data map (data categories, storage locations, data flows, third‑party processors), an algorithm and model inventory, access‑control documentation (who has admin rights, remote access, source code access), and export‑control assessments for any dual‑use components. The quality of this exhibit pack directly affects whether the filing proceeds to Phase I clearance or is referred to Phase II.

Step 3, Draft and File the Notification on the Treasury Portal

The formal notification is submitted online through the DG Trésor filing portal. It must be accompanied by a signed cover letter from the buyer’s French counsel, the transaction agreement (a draft or redacted version is acceptable at initial filing, with the final signed copy provided when available), corporate documents for both buyer and target, and the full exhibit pack prepared in Step 2. All documents should be in French or accompanied by certified translations. The filing date (Day 0) starts the statutory clock for Phase I review.

Step 4, Phase I Review by the Ministry of Economy

During Phase I, the Ministry has up to 30 business days to assess whether the investment raises concerns for public order, public safety or national defence. The Ministry may request supplementary information, each such request effectively pauses the clock, so prompt and complete responses are critical. Phase I can result in one of three outcomes: unconditional clearance, conditional clearance with undertakings, or a decision to open Phase II for in‑depth examination.

Step 5, Phase II In‑Depth Review

Phase II is triggered when the Ministry determines that the investment requires deeper analysis, a scenario that industry observers expect with increasing frequency for transactions involving AI, cybersecurity or large‑scale data access. The statutory deadline for Phase II is 45 business days from the date the investor is notified that Phase II has been opened. In practice, for complex technology and data transactions, the effective review period, including supplementary information requests and remedies discussions, can extend to approximately 75 business days in total across both phases.

Step 6, Negotiate Remedies and Undertakings

Where the Ministry identifies risks but does not wish to block the transaction outright, it will negotiate undertakings (conditions) with the investor. Common remedies in AI and data‑access cases include ring‑fencing sensitive operations in a French‑law subsidiary, data localisation requirements (keeping personal data on French or EU servers), restricted access controls (limiting which foreign employees can access source code or model weights), appointment of a government‑approved compliance officer, and periodic audit and reporting obligations. Proposed remedies should be concrete, measurable and time‑bound, open‑ended commitments are unlikely to be accepted.

Step 7, Receive the Clearance or Authorisation Letter

Once any conditions have been agreed, the Ministry issues a formal authorisation letter setting out the terms of clearance. If no concerns are raised during Phase I, the letter may be issued without conditions. In either case, the transaction may not close until the authorisation letter has been received. If the Ministry fails to respond within the statutory deadlines and no extension has been triggered by supplementary requests, industry observers note that French law treats the absence of a decision as an implicit clearance, though relying on this in practice requires careful legal assessment.

Step 8, Post‑Clearance Compliance and Monitoring

Clearance is not the end of the process. If undertakings have been imposed, the buyer must establish an internal compliance framework to satisfy ongoing reporting, audit and access‑control obligations. Non‑compliance with post‑clearance conditions can trigger sanctions, including financial penalties and, in extreme cases, forced divestiture. Compliance monitoring should be built into the integration plan from the outset.

Documents Needed for an FDI Filing in France, Checklist

The documents listed below are required or commonly requested by DG Trésor when processing an FDI notification. For AI and data‑access M&A transactions, the technical annexes (data maps, architecture documents, access controls) are particularly important and should be prepared with the same rigour as the legal documents.

Incomplete filings are one of the most common reasons for delays. Each missing or unclear document gives the Ministry grounds to issue a supplementary information request, which pauses the statutory clock and extends the effective review timeline.

Notification Timeline and Key Deadlines for FDI Clearance in France

The statutory deadlines for the French FDI screening process are set by the Monetary and Financial Code and confirmed in official DG Trésor guidance. However, the real‑world duration of a review, particularly for technology, AI and data‑access transactions, frequently exceeds the statutory minimums because of supplementary information requests and remedies negotiations.

Factors that increase the likelihood of a Phase II referral include: the target processing sensitive personal data at scale; remote administration or control of critical infrastructure by the foreign buyer; export‑controlled technologies in the target’s portfolio; material transfer of R&D capability; and national security implications identified by intelligence services. Deal teams should build Phase II contingency time into their transaction timetable from the outset.

Where a transaction is time‑sensitive, counsel can request accelerated handling from DG Trésor during the pre‑notification phase. There is no formal fast‑track procedure, but early engagement and a complete, high‑quality filing have been shown to reduce the effective review period.

Costs, Fees and Tax Considerations for FDI Clearance in France

The FDI notification procedure in France carries no government filing fee, the process is free of charge at the regulatory level. However, the ancillary costs of preparing and managing a filing can be significant, particularly for AI and data‑access transactions that require detailed technical annexes.

Buyers should also take tax advice on whether any imposed remedies, such as mandatory data localisation, restructuring or asset ring‑fencing, create taxable events or affect transfer pricing arrangements.

What Changes in 2026 for FDI Clearance in France

Decree No. 2023‑1293, which entered into force on 1 January 2024, significantly expanded the scope of activities and sectors subject to mandatory FDI screening. The practical effects of this expansion have become increasingly visible through 2025 and into 2026. Industry observers note several concrete procedural shifts that affect AI and data‑access transactions specifically.

First, DG Trésor is treating access to AI models, training data and algorithmic capabilities as an increasingly sensitive trigger, resulting in a higher rate of Phase II referrals for technology transactions. Second, the Ministry is demanding more granular technical documentation at the Phase I stage, detailed data flow maps, model access inventories and cybersecurity architecture diagrams are now expected as standard attachments, not supplementary materials. Third, early indications suggest that the Ministry is more willing to impose substantive undertakings (data localisation, restricted access controls, compliance monitoring) rather than issuing outright prohibitions, creating a negotiation‑intensive environment.

The tactical implication for deal teams is clear: prepare richer technical annexes from the outset, consider including proactive proposed undertakings in the initial filing, and allocate sufficient time in the transaction timetable for a likely Phase II process. Pre‑notification engagement with DG Trésor is more important than ever for AI and data deals.

Common Pitfalls in the FDI Clearance Process and How to Avoid Them

• Late or no filing. Failing to notify a transaction that falls within scope exposes the buyer to sanctions including fines, injunctions and forced reversal. Avoid this by conducting a structured FDI screening at the LOI or exclusivity stage, before signing the SPA.
• Insufficient technical evidence. Filing without a complete data map or algorithm inventory is one of the most common triggers for a Phase II referral. Avoid this by preparing comprehensive data flow diagrams, access‑control documentation and model inventories as part of the standard filing pack.
• Closing before clearance. Agreeing or announcing a public closing date before receiving the authorisation letter creates significant legal risk. Structure the SPA with a suspensive condition tied to FDI clearance, and use escrow or holdback mechanisms to manage risk allocation between buyer and seller.
• Vague or open‑ended remedy proposals. The Ministry is unlikely to accept undertakings that are not concrete, measurable and time‑bound. Draft proposed commitments with specific milestones, audit rights, reporting frequencies and sunset provisions.
• Underestimating cross‑jurisdictional coordination. If the same transaction requires FDI or merger‑control clearance in multiple jurisdictions, filing timelines must be synchronised. A delayed filing in France can create a domino effect on closing conditions elsewhere.

A practical pre‑filing checklist should include: an early red‑flag matrix mapping sector triggers, a recommended pre‑notification meeting agenda for DG Trésor, and template SPA language for suspensive conditions and remedy escrow, all prepared in coordination with qualified French counsel.

Sources

1. Direction générale du Trésor, Foreign Direct Investment Screening in France
2. White & Case LLP, Foreign Direct Investment Reviews 2026: France
3. ICLG, France Foreign Direct Investment Regimes 2026
4. Jeantet, M&A in France: FDI Screening
5. CMS Expert Guide to Foreign Investment Screening Laws, France
6. Relians, FDI Screening Timelines in France
7. UNCTAD Investment Policy Hub, France Expands and Clarifies Its FDI Screening Regime