Clifford Chance

The scope of the Romanian FDI law is quite extensive as a large number of activities may be considered to relate to relevant sectors for FDI screening.

Regulation (EU) 2019/452 establishing a framework for the screening of foreign direct investments in the EU was implemented in Romania on 18 April 2022 by Government Emergency Ordinance no. 46/2022.

The Ordinance established a new authority for screening foreign direct investments – the Commission for the Screening of Foreign Direct Investments ("CSFDI"). However, the framework also includes roles for the Romanian Competition Council (as the secretariat of the CSFDI and the body issuing clearance decisions), for the National Security Council (as a higher authority whose endorsement is required in more complex or sensitive cases) and for the Romanian government (which is responsible for issuing rejection decisions or conditional clearance decisions).

The scope of the Ordinance is quite extensive. Both EU (including Romanian) and non-EU investors are subject to screening and the "relevant sectors" of the Romanian activities affected by the investment are interpreted broadly (energy, IT, infrastructure, financial sector etc.), with both pre-existing targets and greenfield investments also being covered.

The law provides a de minimis value threshold of EUR 2 million for triggering the screening obligation (except for those cases where specific security and public order concerns arise). However, until such time as the authority issues guidelines on how this threshold is to be calculated, there is only limited legal certainty in terms of its application.