Greek FDI screening law: Background
On 22 May 2025, Greece enacted into law a proposal to establish a framework for the screening and authorisation of foreign direct investment (FDI) in Greece on grounds of security or public order.1 Accordingly, investments by foreign investors in sectors identified as sensitive or highly sensitive must formally be notified to the Greek FDI authority prior to their implementation.
This notification obligation was on hold until the Greek FDI authority published its procedural rules, including the draft filing form. As a result, the regime remained non-operational until 11 November 2025, when the Greek government published its long-awaited implementing regulations2 and finally indicated that it will be accepting notifications regarding investments by foreign investors in the specified sensitive sectors.
Foreign investors
The Greek FDI regime covers investments from both third country investors and EU member state investors if they are controlled, directly or indirectly, by a natural or legal person from a third country or by the government of a third country. Investors with ownership links to third country governments or investors which benefit from significant funding from such governments may be considered controlled by that third country government for the purposes of the Greek FDI rules.
In case of investments in highly sensitive sectors (see below), entities with at least 10% foreign ownership will qualify as foreign investors, even if such entities are not controlled by a natural or legal person from a third country, or by the government of a third country. This significantly expands the potential pool of entities that could qualify as foreign investors, making legal advice essential prior to any investment in sectors identified as highly sensitive.
Expanded sectoral scope
The Greek FDI law identifies two separate categories of sensitive sectors where the Greek FDI screening regime applies:
(i) Sensitive sectors: Includes investments in targets active in the energy, transport, digital infrastructure, health care, IT, and communications sectors. A foreign investor is required to notify if its investment leads to the acquisition of at least 25% of the shares of a target active in a sensitive sector. A foreign investment in a sensitive sector will also be assessed when it increases to 30%, 40%, 50%, or 75%.
(ii) Highly sensitive sectors: Includes investments in targets active in the defence and national security sectors (including dual-use items subject to export control, and military technology and equipment), cybersecurity, AI, port infrastructure, critical sub-sea infrastructure, and tourism infrastructure in border areas. A foreign investor is required to notify if its investment leads to the acquisition of at least 10% of the shares of a target active in a highly sensitive sector. A foreign investment in a highly sensitive sector will also be assessed when it increases to 25%, 30%, 40%, 50%, 60%, 70%, or 75%.
Investments in targets active in the health care, IT, and communications sectors were added to the list of sensitive sectors following the public consultation regarding the draft law (see also our earlier publication on the draft law).
Limited exceptions to filing obligations
The Greek FDI regime does not include any thresholds for the turnover or assets of the investment target, or thresholds for the investment value, meaning that any investment in the relevant sectors, regardless of its size, must be notified to the Greek FDI authority. While the draft law put up for consultation included, amongst others, an exception for investments in start-ups, the final text of the law enacted in May 2025 does not encompass such an exception.
Therefore, the only exceptions to the obligation to notify investments by foreign investors in the relevant sectors are:
(i) Portfolio investments: The acquisition of corporate securities intended exclusively for financial investments, without the intention of influencing the management or control of the business.
(ii) Internal restructurings: Restructuring transactions within a group of companies, or the merger of multiple legal entities into a single legal entity, provided that the shares held by foreign investors do not increase or the transaction does not entail an increase in the participation of a foreign investor in the management or control of the target company.
(ii) Pending investments: The final text of the law introduced a transitional exception to the notification requirement for pending investments through ongoing competitive procedures for which a binding offer has been submitted by the foreign investor, as well as contracts for the utilisation of assets which were completed before the law was enacted.
Timeline and substantive test
As per the Greek FDI rules, FDI investments must be notified to the Greek FDI authority prior to their implementation. If a foreign investor fails to notify a notifiable investment to the authority, they may face a fine of up to €100,000, up from the €50,000 originally suggested in the draft law, signalling the intention of the Greek government to be forceful in the enforcement of the rules. Crucially, a notifiable investment may also be unwound if the foreign investor fails to notify it.
Upon submission of a notification to the authority, the authority has five days to confirm whether the investment is within the scope of Greece’s FDI screening regime and assess the completeness of the filing. The proposed FDI screening regime will comprise two phases. The first phase will last 30 days, during which the authority will examine the file and either approve the investment or initiate in-depth proceedings.
The second phase of in-depth proceedings will require significantly more time, generally between 60 and 140 additional days from the date in-depth proceedings are initiated. Furthermore, when the Greek authority initiates in-depth proceedings, it will notify the investment to the European Commission and the other EU member states, who may provide their comments in accordance with the EU FDI Screening Regulation. This could further delay the process, since the Greek authority must wait for comments from the Commission or any other member state that has indicated an intention to submit them. Following the submission of the authority’s recommendation to the Minister of Foreign Affairs, the minister may decide to approve, prohibit, or unwind the transaction, or impose specific commitments or mitigation measures on it.
As far as the substantive test is concerned, the Greek FDI law remains vague and only describes the overall objective as the protection of the security and public order of Greece. This leaves the Greek FDI authority with wide discretion in its assessment of transactions. Experience from working on transactions notified to the FDI authorities of other EU countries suggests that the Greek FDI authority will be especially interested in any potential links between the foreign investor and the government of any non-EEA country, as well as the other business activities of the foreign investor in any sensitive sectors. In its assessment, the authority may also consider any risks to Greece’s security of supply of any critical input, and potential know-how leakage. In particular, the continued viability of the target’s business activities in Greece will be of utmost importance to the authority’s assessment. Another critical focus of the authority’s investigation will be on the existence, strategic significance, and future use of the target’s know-how, as well as its research and development activities.
In principle, the outcome of the procedure, in terms of both the timing and the result of the procedure, will depend on the ability to convince the authority from the outset that there are no substantive concerns regarding the notified investment, and specifically that there will be no impact on the security or public order of Greece as a result of the investment. Therefore, a solid and experienced preparation of the filing will be required.
The draft law also provides the Greek FDI authority with ex officio investigation powers, allowing it to call in transactions that come within the scope of the FDI screening regime, but which were not notified by the foreign investor.
Procedure
The Greek FDI regime remained non-operational until 11 November 2025, when the Greek government published its long-awaited implementing regulations,3 setting out the procedural requirements for the filing of FDI notifications and the draft filing form. The filing form requires foreign investors to describe the core investment parameters and the business activities of both the target and the foreign investor, and to disclose whether there are any other parallel merger control or FDI proceedings.
The regulations also clarify that notifying investors will need to provide substantial information and documentation alongside the completed filing form, in both paper and digital copies, including:
- all transaction documents – filings may be lodged prior to signing, but foreign investors will need to provide a draft of the contract, a letter of intent, or any other document evidencing the investment plan, with the final agreement submitted at a later stage;
- extracts from the commercial registries for both the target and the foreign investor;
- the detailed shareholding structure of the foreign investor, its group diagram, and its constitutional documents; and
- declarations identifying the ultimate beneficial owners (UBOs), declarations confirming whether any such individuals hold politically exposed person (PEP) status and confirming their non-involvement in terrorist activities, and even the CVs of the main shareholders and managers of the foreign investor.
In terms of formalities, all foreign documents will need to be translated into Greek and be apostilled if issued abroad, increasing the time required for the preparation of the relevant filing.
Impact
With the official entry into force of Greece’s FDI screening regime from 11 November onwards, all investors contemplating investing in Greece must now carefully assess the FDI-related risks of their investments in sensitive sectors, such as energy, transport, health care, and defence, both in Greece and beyond. Despite the publication of the new procedural rules, many issues remain unresolved, the most important being the vague criteria for the substantive assessment of transactions.
Given the lack of clear substantive criteria for assessing transactions, the extensive documentation and formality requirements for FDI filings in Greece, and the possibility of parallel filings under both merger control rules and FDI rules in other jurisdictions, as well as under the EU’s Foreign Subsidies Regulation, investors should engage experienced legal counsel at an early stage to efficiently prepare for a potential filing and avoid undue delays.
- Available in the original Greek and translated into English (both last accessed on 14 November 2025).
- Joint Ministerial Decision 64260/2025 – FEK 6009/B/11-11-2025.
- Joint Ministerial Decision 64260/2025 – FEK 6009/B/11-11-2025.
In-depth 2025-286
