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Investments from the European Union are covered by the CEISD screening mechanism. It became mandatory to pay a fee in order to obtain the approval.

The foreign direct investment screening mechanism is regulated by GEO No. 46/2022. This framework was recently amended by the Government through GEO No. 108/2023. The mechanism is implemented by the Committee for Screening of Foreign Investments (hereinafter referred to as “CEISD”). CEISD is organised and operates as a collegial body, without legal personality, and functions under the authority of the Government.

Investments under GEO 46/2022

According to GEO 46/2022, the screening and approval mechanism applies to foreign direct investments, new investments, and investments from the European Union.

Foreign direct investment is distinguished by the establishment of lasting and direct connections between the foreign investor and the entrepreneur or enterprise to whom these funds are directed for carrying out an economic activity in Romania. This includes investments that enable effective participation in the management or control of an enterprise engaged in economic activity.

Foreign direct investment also arises when there is a change in the ownership structure of a foreign legal entity investor.
Such a change is relevant if it enables control to be exercised, directly or indirectly, by certain categories of persons or entities.

The FDI screening and approval mechanism was extended by the adoption of GEO 108/2023 to investments originating from the European Union. Investment from the European Union implies the establishment of durable and direct links with a Romanian entrepreneur or enterprise.
These links must be maintained over time and involve funds allocated for carrying out an economic activity in Romania. Such investments may include those enabling effective participation in the management or control of the Romanian enterprise. The enterprise must be engaged in conducting an economic activity on Romanian territory.

Investments under Scrutiny: Why “Self-Diagnosis” is Risky

According to the current legal framework, the screening mechanism applies to foreign direct investments, new investments, and intra-EU capital flows. However, the definition of a “lasting and direct connection” or “effective participation in management” is not just a theoretical concept; it is a matter of legal interpretation that can vary based on the specific structure of your enterprise.

A critical and often overlooked risk arises when there is a change in the ownership structure of a foreign legal entity. If this change enables even indirect control by non-EU entities or specific categories of persons, the notification obligation is triggered. Failing to identify these subtle shifts in your corporate chain can lead to severe legal complications.

Economic sectors covered by the CEISD screening

Foreign direct investment, investment from the European Union and new investment are subject to screening and approval procedures by the CEISD:

→ Romania’s public order and security rely on several strategic sectors. These include the security of citizens and communities, border protection, and energy stability—especially relevant amid regional and global threats. Transport security ensures public safety and the continuity of essential infrastructure. Equally important is the protection of vital resource supply systems, which supports economic resilience. Information and communication system security is essential for safeguarding sensitive data and public services. Financial, fiscal, banking, and insurance security help maintain market stability and institutional trust. Controlling the production and circulation of arms, explosives, and toxic substances prevents misuse and accidents. Industrial security and disaster protection mitigate risks to national productivity. Additionally, safeguarding agriculture, the environment, and the integrity of state-owned enterprise privatization processes contributes to sustainable development and economic sovereignty.

→ the value of which exceeds the threshold of EUR 2,000,000.

Exception. Foreign direct investments below the threshold of EUR 2,000,000 may also be subject to screening by the CEISD.
This applies in cases where the investment, by its nature or potential effects, could impact public security or public policy.
Even if the value is lower, the investment may still be reviewed if it presents a potential risk to national interests.

The authorities perform an in-depth background check on the investor’s links to non-EU governments or prior legal issues. Any lack of transparency in the disclosure of these links can lead to an immediate rejection of the application.

What would the CEISD decide?

The CEISD does not just approve or reject; it can issue conditional authorizations that may impose significant operational burdens on your business for years to come. In the most severe cases, the Government can order the cancellation of an investment already implemented if it is found to breach the screening mechanism.

Stricter Rules Require Professional Defense

The entry into force of GEO 108/2023 marks a new era of “anti-circumvention” measures. The decline in non-resident direct investment has made the authorities even more vigilant regarding the nationality and intent of investors.

Navigating the CEISD mechanism is a high-stakes legal process, not a DIY project. Our law office provides the specialized expertise required to structure your transaction, prepare the authorization dossier, and represent your interests before the Competition Council and the Bucharest Court of Appeal.

Expansion of the Foreign Investment Screening Mechanism: Inclusion of Intra-EU Investments to Prevent Regulatory Circumvention

In conclusion, the adoption of GEO 108/2023 has unified the foreign investment screening mechanism, in the sense of screening, in addition to non-EU investments, also those from the European Union, given that since the entry into force of the FDI screening mechanism various practices of circumvention have been observed, the most common being that of declaring the nationality of the investor as coming from a Member State of the European Union. This trend is also observed in the other EU Member States, with Romania not being an isolated case, according to the explanatory memorandum to GEO 108/2023.

Source: Emergency Ordinance No. 46 of 14 April 2022 on measures for the implementation of Regulation (EU) 2019/452 of the European Parliament and of the Council of 19 March 2019 establishing a framework for the screening of foreign direct investments into the Union, and for the amendment and supplementation of Competition Law No. 21/1996; Emergency Ordinance No. 108 of 29 November 2023 amending and supplementing Competition Law No. 21/1996 and other related legislation; Explanatory Memorandum to GEO No. 108/2023; Regulation (EU) 2019/452 of the European Parliament and of the Council of 19 March 2019 establishing a framework for the screening of foreign direct investments into the Union.