Recent amendments to Government Emergency Ordinance No. 46/2022, which implements the EU framework established by Regulation (EU) 2019/452 on the screening of foreign direct investments into the Union, introduce several important updates to the national foreign investment screening mechanism.

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The amendments introduce several clarifications and procedural updates to the national foreign direct investment (FDI) screening mechanism, including changes concerning the notification threshold, the examination contribution, the aggregation of transactions and certain procedural and institutional aspects of the review process.

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Below are the main developments.

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1. New notification threshold for investments – EUR 5 million

​One of the most significant changes concerns the threshold triggering the notification obligation.

Under the amended rules, foreign direct investments, EU investments and new investments must be notified if their value exceeds EUR 5 million, calculated based on the exchange rate communicated by the National Bank of Romania for the last day of the previous financial year.

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At the same time, the authorities retain the ability to review investments below the EUR 5 million threshold if, by their nature or potential effects, they may affect national security, public order or projects or programmes of interest to the European Union.

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2. Reduction of the examination fee

​Under the previous framework, applicants were required to pay a EUR 10.000 examination fee. The amendments reduce this contribution to EUR 5.000, payable at the moment of filing the authorization request.

The equivalent amount in RON is calculated based on the exchange rate published by the National Bank of Romania on the date of payment.

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The contribution may be reimbursed in certain situations, including where:

• the competent authority determines that the investment does not fall within the scope of the screening mechanism; or

• the examination opinion is issued outside the statutory deadlines.

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3. Aggregation of interdependent transactions

​The amendments introduce new rules regarding multiple transactions carried out within a limited timeframe. Where two or more interdependent transactions occur within a one-year period between the same parties, in relation to the same undertaking or involving a similar or interdependent object, they may be treated as a single investment and investors may submit a single authorization request covering all such transactions.

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If the value of each individual transaction is below the EUR 5 million threshold, the notification obligation will arise once the cumulative value of the transactions reaches or exceeds this

threshold.

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4. Introduction of “sensitive sectors”

​The amended legislation introduces an explicit list of sensitive sectors where the acquisition of assets may affect national security or public order, including advanced and critical technologies, critical infrastructure, the pharmaceutical sector, the defence sector and defence industry and the agri-food sector.

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5. Additional procedural and institutional changes

​The amendments also introduce several procedural and institutional updates regarding the operation of the investment screening mechanism.

​​Clarification of the structure and functioning of CEISD - the amendments update the composition of the Commission for the Examination of Foreign Direct Investments (CEISD), confirming the participation of representatives from several ministries and public authorities.​

Additional procedural rules for the review process - the legislation clarifies the steps of the examination procedure, including the possibility for CEISD to request additional information from investors, deadlines for submitting such information and the circumstances in which the review procedure may be closed if the requested information is not provided.​

Introduction of a digital platform for filing and processing notifications - an IT system will be developed and administered in order to facilitate the submission, processing and management of authorization requests.

​Publication of an annual activity report - CEISD will prepare and publish an annual report on its activity.

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6. Entry into force and transitional rules

​The new provisions apply only to authorization requests submitted after the entry into force of the amendments.

 

Procedures already pending at that time will continue to be assessed under the legal framework applicable at the date of submission.