How Can I Invest in Denmark in 2026? FDI Authorisation Thresholds, Sensitive Sectors & Timelines

If you are asking how can I invest in Denmark as a foreign investor, private-equity fund or strategic acquirer, your first compliance question in 2026 is whether the transaction triggers screening under Denmark’s Investment Screening Act. The Danish regime operates a dual-track system: a mandatory, suspensory authorisation requirement for particularly sensitive sectors and a broader voluntary notification mechanism for any deal that may affect national security or public order. Since 16 July 2026, the revised EU FDI Screening Regulation has added a further layer of cross-border coordination, extending coverage to indirect foreign investment and requiring mandatory screening mechanisms in every Member State.

This guide provides a step-by-step compliance playbook, covering thresholds, sector lists, filing procedures, timelines and deal-structuring strategies, designed for investors and counsel navigating the screening of foreign investments in Denmark.

Executive Summary, At a Glance

Before diving into the detail, this compliance checklist captures the critical decision points every foreign investor must address before closing a transaction in Denmark.

• Mandatory authorisation required? Yes, if the target’s business falls within one of Denmark’s particularly sensitive sectors and the investor acquires at least 10% of shares or voting rights, or equivalent control by other means. Authorisation is suspensory: do not close before approval.
• Notification required? For investments outside particularly sensitive sectors that may nonetheless threaten national security or public order, a voluntary notification regime applies. Notification thresholds begin at 25% ownership or equivalent influence.
• Which sectors are “particularly sensitive”? Defence, critical technology and dual-use goods, critical infrastructure (including energy and telecoms), processing of classified information, and IT security products used in public-sector networks.
• Typical timeline: Statutory initial review of 60 calendar days from receipt of a complete application, with possible extensions of up to 90 additional days for in-depth assessment. EU coordination under the revised Regulation may add further time.
• Immediate next step: Conduct an early-stage sector and threshold assessment, engage Danish legal counsel, and factor FDI screening into the deal timetable alongside any parallel merger-control filings.

Industry observers expect the volume of filings to increase significantly in 2026–2027 as the EU Regulation’s expanded scope, particularly covering indirect investments through intermediary holding structures, drives more transactions into the mandatory review pipeline.

Background and Legal Framework, The Investment Screening Act and the EU FDI Regulation

Denmark’s screening of foreign investments rests on two interconnected pillars. The domestic Investment Screening Act (known in Danish as Lov om screening af visse udenlandske direkte investeringer m.v. i Danmark) was enacted in 2021 and is administered by the Danish Business Authority (Erhvervsstyrelsen). It establishes both the mandatory authorisation regime for particularly sensitive sectors and the voluntary notification mechanism for broader national-security concerns.

On the EU level, the original FDI Screening Regulation (Regulation (EU) 2019/452) created a cooperation framework between Member States and the European Commission but did not require countries to operate a screening mechanism. The revised EU FDI Screening Regulation, which entered into force on 16 July 2026, changes this fundamentally. It introduces mandatory screening mechanisms in all Member States, broadens coverage to include indirect foreign investment, and strengthens the Commission’s role in coordinating cross-border reviews. For Denmark, which already had a functioning domestic regime, the practical effect is an expansion of the types of transactions caught, particularly those routed through EU-based intermediary entities, and longer potential review windows to accommodate Commission and Member State consultations.

What Counts as FDI in Denmark, Scope and Definitions

Understanding what qualifies as a foreign direct investment under the Investment Screening Act is essential to determining whether a filing obligation arises. The Act applies to investments by foreign investors, defined broadly to include natural persons and entities domiciled or established outside the EU/EFTA, in Danish companies or businesses whose activities fall within or may affect national security or public order.

Direct vs indirect investment and control thresholds

The Act captures not only straightforward share acquisitions but also indirect holdings, special financial agreements, and any arrangement conferring equivalent control over a Danish entity. Following the 2026 EU Regulation, indirect investments, where a non-EU investor acquires influence through one or more EU-based intermediary entities, are now expressly within scope. The key statutory thresholds for the mandatory authorisation regime in particularly sensitive sectors begin at 10% of shares or voting rights. For the broader voluntary notification regime, the triggering threshold is 25%.

Particularly Sensitive Sectors, List, Examples and Risk Indicators

The mandatory authorisation regime applies to foreign investment in Danish entities active within designated particularly sensitive sectors. According to the Danish Business Authority and the Investment Screening Act, these sectors are defined by reference to activities that, if influenced by foreign actors, could compromise Denmark’s national security.

In practice, identifying whether a target operates in a sensitive sector is not always straightforward. Companies may have mixed activities, only a portion of which falls within a listed sector. Industry observers expect the Danish Business Authority to scrutinise indirect sector exposure, such as a target’s subcontracting relationships or supply-chain position within a critical infrastructure network. Investors should conduct early-stage due diligence on the target’s customer base, government contracts, and any security clearances held.

Foreign Investment Authorisation vs Notification, Which Applies and When

The distinction between mandatory authorisation and voluntary notification is the most critical compliance decision when assessing how to structure an investment in Denmark. Getting it wrong can result in a void transaction and enforcement action.

For greenfield investments in Denmark, the mandatory regime applies even where there is no existing Danish entity to acquire. A foreign company establishing a new production facility or research centre in a particularly sensitive sector must obtain authorisation before commencing operations. The likely practical effect is that site selection, permitting and FDI screening must run in parallel during project planning.

How to Apply for FDI Authorisation, Step-by-Step Filing Playbook

This section provides a practical, numbered guide for investors and counsel on how to apply for FDI screening approval with the Danish Business Authority. The process applies to both mandatory authorisation applications and voluntary notifications, though the documentation requirements are more extensive for mandatory filings.

1. Conduct a preliminary sector and threshold assessment. Before engaging the regulator, determine whether the target’s activities fall within a particularly sensitive sector and whether the proposed shareholding or control arrangement crosses a statutory threshold. This assessment should be documented as part of transaction due diligence.
2. Engage Danish legal counsel. Experienced company law counsel should be retained early to advise on filing obligations, prepare the application, and manage regulator engagement. Counsel can also coordinate parallel merger-control filings if applicable.
3. Prepare the application package. The Danish Business Authority requires detailed information about the investor (including ultimate beneficial owners and ownership chain), the target entity, the transaction structure, and the investor’s intentions regarding the target’s sensitive activities.
4. Compile supporting documentation. Gather corporate documents (certificates of incorporation, shareholder registers, annual reports), transaction documents (share-purchase agreement or investment agreement), and a description of the target’s activities in the relevant sensitive sector.
5. Draft the impact analysis. Explain how the investment will (or will not) affect the target’s sensitive activities, its government contracts, security clearances, and Denmark’s national security interests. Include any proposed mitigation measures.
6. Submit the application to the Danish Business Authority. Applications are submitted to the Danish Business Authority (Erhvervsstyrelsen), which is the sole competent authority for screening of foreign investments in Denmark.
7. Respond to information requests. The Authority may issue requests for additional information, which suspend the statutory review clock. Prompt and complete responses are essential to maintaining the deal timetable.
8. Coordinate with EU-level review. Under the revised EU FDI Screening Regulation, the Danish Business Authority must notify the European Commission and other Member States of screened transactions. Allow additional time in the deal timetable for this coordination process.
9. Receive decision and implement any conditions. The Authority will grant authorisation (with or without conditions), request commitments, or prohibit the transaction. If conditions are imposed, ensure compliance mechanisms are in place before closing.

Application checklist for M&A and greenfield filings

Timelines, Remedies and Enforcement, What to Expect

Understanding the statutory timeline for foreign direct investment reviews in 2026 is essential for setting realistic long-stop dates in transaction agreements. The Danish Business Authority operates within defined review periods, but these can be extended under several circumstances.

For enforcement, the consequences of non-compliance are significant. The Danish Business Authority may declare a completed transaction void, order divestiture, or impose fines. Investors who fail to seek mandatory authorisation before closing a transaction in a particularly sensitive sector face both administrative penalties and potential criminal liability. The Authority also has the power to impose interim measures, including suspending voting rights attached to the acquired shares, during an investigation.

Deal Structuring, Mitigation and Drafting Considerations

Experienced counsel treat FDI screening not as a post-signing afterthought but as a core element of deal architecture. The following structuring and drafting strategies can reduce regulatory risk and protect both buyer and seller interests when investing in Denmark.

Industry observers recommend building a minimum of five to six months into transaction timetables when mandatory FDI authorisation is anticipated, to accommodate the full statutory review cycle plus EU coordination. Where parallel merger-control filings are required, for example, under the Danish Competition Act or the EU Merger Regulation, the long-stop date should reflect the longer of the two review tracks.

Practical Examples, M&A, PE Buyout and Greenfield Scenarios

Scenario 1: PE acquisition of a Danish critical-infrastructure operator

A non-EU private-equity fund proposes to acquire 100% of a Danish company operating energy-transmission infrastructure. The target is active in a particularly sensitive sector (critical infrastructure). Mandatory authorisation is required before completion. The fund submits its application with a full ownership chain disclosure, including its limited partners, and proposes mitigation commitments preserving local board control and Danish regulatory compliance. The Authority clears the transaction in Phase 1 with conditions requiring ongoing reporting on ownership changes.

Scenario 2: Minority stake in a Danish defence subcontractor

A sovereign-wealth fund seeks to acquire a 12% stake in a Danish company manufacturing components for military communications systems. The 10% threshold in the defence sector triggers mandatory authorisation. The Authority conducts an in-depth Phase 2 review given the investor’s state ownership. After the investor agrees to restrictions on board representation and access to classified technical data, conditional approval is granted.

Scenario 3: Greenfield R&D centre for dual-use technology

A non-EU technology company plans to establish a new research facility in Denmark focused on advanced semiconductor design (a dual-use technology). Although no existing Danish entity is being acquired, the establishment of a new business in a particularly sensitive sector triggers mandatory authorisation. The company files proactively during the site-permitting phase, allowing FDI review and construction planning to run concurrently.

Conclusion

For any foreign investor evaluating how can I invest in Denmark in 2026, early engagement with the FDI screening regime is not optional, it is a deal-critical compliance step. The combination of Denmark’s Investment Screening Act and the expanded EU FDI Screening Regulation means more transactions will require review, timelines will be longer, and the consequences of non-compliance remain severe. Investors and their counsel should integrate FDI screening into transaction planning from the earliest stages, prepare comprehensive applications, and build realistic long-stop dates that accommodate full regulatory review. Securing timely FDI approval in Denmark starts with expert legal guidance tailored to the specific transaction.

Sources

1. Danish Business Authority, Screening of foreign investments
2. Virk / Business in Denmark, Activities covered by the Investment Screening Act
3. European Commission, EU strengthens its foreign investment screening framework
4. Council of the European Union, Foreign direct investment screening explained
5. SKAT, Investment and tax