On April 10, 2019, Regulation (EU) 2019/452 (hereinafter also referred to as the “Regulation”) was adopted, with the aim of establishing a framework for the review by Member States of foreign direct investments in the European Union on grounds of security or public order. Under this Regulation, Member States are responsible for implementing mechanisms to screen foreign direct investments, including establishing criteria for triggering the screening, the grounds for the screening, and the applicable procedural rules, while ensuring compliance with the principles of transparency and non-discrimination among third countries.

In this context, on April 18, 2022, Romania adopted Emergency Ordinance No. 46/2022. While some European Union member states have established a more lenient regime, subjecting only investments originating from third countries to review, Romania has opted for a stricter regime. Thus, while initially only investors from outside the European Union were subject to Emergency Ordinance No. 46/2022, following the amendment introduced by Emergency Ordinance No. 108/2023, the foreign investment screening procedure was extended to include investors from the European Union, and by the end of 2024, it will also apply to investors from Romania.

Since the procedure for reviewing foreign and European Union investments raised numerous practical issues—including challenges in determining which investments fall under this authorization mechanism and the lengthy review periods, which tend to discourage investors— on March 13, 2026, Emergency Ordinance No. 17/2026 was adopted with the aim of streamlining this procedure.  

The amendments introduced by Emergency Ordinance No. 17/2026 aim to accelerate the procedure by establishing shorter deadlines for reviewing authorization applications, relieving the Competition Council by transferring certain responsibilities within the authorization procedure to the Prime Minister’s Office – or by the Government, and supporting investors by reducing the authorization fee from 10,000 euros to 5,000 euros. Furthermore, significant changes have been made regarding the statutory threshold for investments falling under the scope of Emergency Ordinance No. 46/2022, by increasing it from €2,000,000 to €5,000,000 and by introducing the concept of “sensitive areas,” clearly defined by Emergency Ordinance No. 17/2026.

The acquisition of tangible and/or intangible assets. Notably, the amendments introduced by Emergency Ordinance No. 17/2026 it is clarified that foreign direct investments or investments from the European Union include investments through which an investor acquires tangible and/or intangible assets in sensitive sectors for the purpose of conducting an economic activity, as defined by Article 2¹of the Ordinance. Furthermore, Emergency Ordinance No. 17/2026 introduces a new article—namely Article 2¹  – which defines the concept of sensitive sectors, while also specifying that this article applies exclusively to transactions involving the acquisition of tangible and/or intangible assets for the purpose of conducting an economic activity, without prejudice to the sectors provided for in Article 2 of CSAT Decision No. 73/2012 or the provisions of Government Emergency Ordinance No. 98/2010 on the identification, designation, and protection of critical infrastructure, approved with amendments by Law No. 18/2011, as subsequently amended and supplemented.

Specifically, the sensitive sectors concern (1) critical and advanced technologies (such as, for example, artificial intelligence, robotics, semiconductors), (2) critical infrastructure (including sectors such as, for example, energy, transportation, and water infrastructure), (3) the pharmaceutical sector (including, for example, research, development, and production activities), (4) the defense sector and defense industry (including, but not limited to, activities such as the production, development, and maintenance of equipment, technologies, component systems, and subassemblies), (5) the agri-food sector (including, but not limited to, production facilities, agricultural land, and grain port terminals). In any case, prior to these legislative changes, investors typically sought authorization for investments involving the acquisition of assets and targeting the areas of activity set forth in Article 2 of CSAT Decision No. 73/2012.

Amendment of the threshold for investment review. The relevant rule is established by Article 3 of Government Emergency Ordinance No. 46/2022, to the effect that foreign direct investments, investments from the European Union, and new investments that (1) relate to the fields of activity provided for in Article 2 of Decision No. 73/2012 of the Supreme Council for National Defense regarding the application of Article 46(9) of Competition Law No. 21/1996, as republished, with subsequent amendments and additions, in accordance with the criteria set forth in Article 4 of the Regulation; and (2) whose value exceeds the threshold of 5,000,000 euros, calculated at the exchange rate communicated by the National Bank of Romania valid for the last day of the fiscal year preceding the year in which the transaction took place.

The amendments to Government Emergency Ordinance No. 46/2022 have raised the threshold for investments subject to review from 2,000,000 euros to 5,000,000 euros.

Furthermore, pursuant to the amendments introduced by Government Emergency Ordinance No. 17/2026, foreign direct investments, new investments, and investments from the European Union that do not exceed the threshold of 5,000,000 euros may also be subject to review and approval by the CEISD if, by their nature or effects/ , in relation to the criteria set forth in Article 4 of the Regulation, may have an impact on national security or public order, pose risks to them, or are likely to affect projects or programs of interest to the European Union.

The regime for similar or interdependent transactions. Another amendment to Government Emergency Ordinance No. 46/2022 clarifies the regime for similar or interdependent transactions. In other words, if two or more transactions take place within a one-year period between the same persons or entities regarding the same entity, with a similar or interdependent purpose, the investor may submit a single application for authorization covering all of them.

Furthermore, if, within a one-year period, two or more interdependent transactions are carried out by the same natural and/or legal person or take place between the same natural and/or legal persons, they are considered to constitute a single investment if the value of each individual transaction is below the threshold of 5 million euros, and the obligation to submit the authorization application arises when the cumulative value of the transactions reaches the 5 million euro threshold.

Moreover, given that Romania is in the process of acceding to the OECD, the new regulations also clarify that restructuring or reorganization operations carried out by an investor from the European Union as defined in Article 2(h) h) of Government Emergency Ordinance 46/2022 or from one of the states that have acceded to the Organization for Economic Cooperation and Development (OECD) Codes on the liberalization of capital movements and current invisible transactions, provided that these do not result in changes in effective control or beneficial ownership, and the source of financing is intra-group or exclusively from sources originating in the European Union or from states adhering to the OECD Codes on the liberalization of capital movements and current invisible transactions. This legislative amendment is welcome, as it creates a more flexible framework for intra-group financing that meets the requirements to be exempt from the authorization regime provided for in Government Emergency Ordinance No. 46/2022.

Authorization Procedure. Regarding the authorization procedure, the application is submitted to the CEISD Secretariat, which is managed by a specialized unit within the Competition Council.

If necessary, CEISD may request that the potential investor provide additional information, which the investor must submit within 30 calendar days of the date of CEISD’s request. Thus, Emergency Ordinance 17/2026 amended the deadline by which the potential investor may submit the requested information from 15 calendar days (as provided by the previous regulation) to 30 calendar days. Furthermore, according to the new legislative amendments, in duly justified cases, at the request of the foreign investor or, as the case may be, the investor from the European Union, this period may be extended by an additional 15 calendar days from the date of approval of the extension. If, upon expiration of the extended period, the potential investor fails to submit the requested information, the review procedure will be closed, and the foreign investor or the investor from the European Union may submit a new application for authorization if they intend to proceed with the investment.

Change in the Composition of the CEISD. According to the new regulations, the CEISD will consist of (1) the Head of the Prime Minister’s Office, who will serve as Chair of the CEISD, (2) a representative of the Ministry of Economy, Digitalization, Entrepreneurship, and Tourism, (3) a representative of the Ministry of Finance, (4) a representative of the Ministry of National Defense, (5) a representative of the Ministry of Internal Affairs, (6) a representative of the Ministry of Foreign Affairs, (7) a representative of the Ministry of Energy, (8) a representative of the Ministry of Transport and Infrastructure, (9) a representative of the Ministry of Health, (10) a representative of the General Secretariat of the Government. Therefore, under the new regulations, the president or other members of the Competition Council will no longer be part of the CEISD.

Furthermore, under the new regulations, among the permanent invitees to the CEISD, alongside  representatives of the Romanian Intelligence Service, the Foreign Intelligence Service, and the Romanian Agency for Investment and Foreign Trade, will also be representatives of the Special Telecommunications Service.

CEISD Opinion. After analyzing the investment, the CEISD shall either (1) authorize the investment if it does not affect Romania’s security or public order and is not likely to affect projects or programs of interest to the European Union, (2) conditionally authorize the investment, if it can be carried out following certain behavioral or structural measures/commitments by the investor, or (3) reject the application for investment authorization, if it affects Romania’s security or public order and is likely to affect projects or programs of interest to the European Union.

The CEISD issues its opinion within a maximum of 45 calendar days from the date on which the notification is deemed complete, unlike the previous regulation, which provided for a 60-day period.  

Furthermore, prior to the amendments made to Government Emergency Ordinance No. 46/2022 by Government Emergency Ordinance No. 17/2026, the authority to authorize the investment rested with the Competition Council, which was to issue the authorization decision within 30 calendar days from the date of receipt of the CEISD opinion; under the new regulations, the authority to authorize the investment lies with the Prime Minister’s Office, with the authorization order to be issued within 10 calendar days of the date of communication of the CEISD opinion; this change is intended to expedite the investment authorization procedure. In this case, the opinion issued by the CEISD is a favorable one.

The new regulation also establishes clear deadlines in cases where the CEISD, taking into account the specific nature and complexity of the authorization application under review or its impact on national security and public order, as well as on projects and programs of interest to the European Union, decides that consultation with the Supreme Council for National Defense is necessary. Thus, according to the legislative amendments, the detailed review at the CEISD level must be completed within 90 calendar days from the date it is initiated, with the possibility of a single extension, for well-founded reasons, by no more than 45 calendar days.

At the same time, the legislative amendments also stipulate that if the opinion issued by the CEISD proposes conditional authorization of the investment, it is forwarded to the Government for the issuance of a decision granting conditional authorization for the foreign direct investment, the new investment, or the investment from the European Union.  If the CEISD proposes rejecting the application for investment authorization, it is forwarded to the Government for the issuance of a decision rejecting the application for authorization; in both cases, the opinion issued by the CEISD is advisory. Thus, under the new regulations, the Prime Minister’s Office is responsible for issuing the order authorizing foreign investments, while the authority to issue a decision rejecting the investment or granting conditional authorization rests with the Government.

Investment review fee. A welcome measure adopted by Emergency Ordinance No. 17/2026 is the reduction of the foreign investment review fee from 10,000 euros to 5,000 euros, the equivalent in lei at the exchange rate communicated by the National Bank of Romania valid on the date of payment, The examination fee is to be refunded if the CEISD finds that the conditions for examining the authorization application have not been met, as well as if the CEISD’s opinion was issued in violation of the legal deadlines set forth in Government Emergency Ordinance No. 46/2022.

The IT application for investment authorization. Finally, another new feature is the establishment of an IT application managed by the Prime Minister’s Office, designed to process applications for foreign investment authorization in compliance with the rules governing the processing of personal data.

Conclusions. In conclusion, from certain perspectives, Emergency Ordinance No. 17/2026 represents an improvement over the previous regime and aims to remedy the shortcomings identified in the practical application of Emergency Ordinance No. 46/2022.

The new regulation will continue to raise issues and controversies in practice, including regarding the identification of investments falling within its scope. For example, given that Emergency Ordinance No. 46/2022 also regulates exceptional situations (namely cases in which, under certain circumstances, investments not exceeding the threshold of 5,000,000 euros may be subject to authorization), numerous interpretation issues may arise in practice; thus, given the high value of the fines that may be imposed on investors who do not follow the authorization procedure (up to 10% of global turnover), a prudent approach would be to continue submitting investments for review by the CEISD where there is uncertainty as to whether they fall under the scope of Emergency Ordinance No. 46/2022.