A recap on the essentials: the regime’s scope and approach
Our previous alert took you through the new rules and their impact. As a reminder, here are five key questions and answers about the regime.
1. Who is caught by the rules?
The regime primarily targets non-EU investors acquiring or increasing stakes in Greek-incorporated businesses or entities “otherwise subject to Greek law” active in “sensitive” or “highly sensitive” sectors.
Among the “sensitive” sectors are energy, transport, digital infrastructure, and healthcare. “Highly sensitive” sectors include defense, dual-use items, cybersecurity, AI, and certain tourism assets in border areas.
In highly sensitive sectors, the regime can also catch EU-incorporated acquirers if a non-EU person holds at least 10% of their capital or voting rights or can exert comparable influence (including via significant funding).
2. What are the thresholds?
The regime introduces a two-tiered approach, based on the target sector sensitivity: (i) for “sensitive” sectors, the threshold is 25% or more of shares, voting rights, or equivalent participation by a non-EU investor, and (ii) for “highly sensitive” sectors, the threshold is 10% by non-EU acquirers or 10% influence upstream for EU acquirers.
Subsequent add-on acquisitions require a new notification if 20%, 25%, 30%, 40%, 50%, and 75% ownership is reached or exceeded.
Greek authorities can also review non-notified, in-scope deals on their own initiative. However, they cannot call in out-of-scope transactions, even on national security grounds.
3. Are there exemptions?
Exemptions are narrow. A portfolio exemption applies only to natural persons acquiring shares purely as a financial investment, with no intention or ability to influence management or control. Institutional investors and legal entities are excluded, even for passive holdings. Internal restructurings may qualify for exemption in certain cases.
4. What is the notification process?
The regime is mandatory and suspensory, meaning investors must notify and obtain clearance before implementation.
Failure to notify can result in administrative fines of up to EUR100,000, and a completed transaction may be unwound under certain circumstances.
Pre-notification is available but serves mainly to check the completeness of a filing.
5. Who carries out the review and what is the timing?
Screening is entrusted to a newly constituted committee supported by the Greek Ministry of Foreign Affairs, the Interministerial Committee for the Screening of Foreign Direct Investments (FDISIC).
The initial review period (phase 1) can last up to 30 calendar days. An in-depth investigation (phase 2) can last up to a further 140 days.
Further guidance on the notification process
The Decision offers practical guidance on the notification process, including the submission procedure and supporting documentation. It also includes a notification template that closely mirrors the European Commission’s standardized notification form under EU FDI Screening Regulation.
Strict procedure for filing
Foreign investors must submit a notification file to the General Protocol of the Ministry of Foreign Affairs, either in person or by registered post.
The file must include both paper and digital (USB) versions. Within five days of submission, the FDISIC checks completeness and confirms whether the investment is notifiable.
Heavy documentation requirements
Foreign investors must submit an extensive list of documents, including:
- application by the foreign investor in Greek and English, based on the template notification form
- formal declaration that the investment falls within the scope of FDI screening, in Greek or English, again based on the template form
- copy of the investment contract (or, if not yet signed, a letter of intent or other documents certifying the investment plan) and related agreements, including the investment table
- documentation relating to the target undertaking, e.g., recent commercial registry extracts and shareholding structure information
- documentation relating to the foreign investor, such as authorizations for legal representatives or proxies, recent commercial registry extracts, a summary of the articles of association, shareholding structure and diagram, published financial statements for the last three years, a declaration of the ultimate beneficial owner (or the Greek UBO register), CVs of the main shareholders/management, a “politically exposed person” declaration, and a declaration of non-involvement in terrorist activities.
Documents issued abroad must be translated and apostilled or certified as required.
The application form itself requires core details on the investor(s), target and transaction, including:
- investor identification (both “global ultimate owner” and ultimate beneficial owner(s)—a distinction that is not always straightforward)
- investment specifics: value, completion date and funding sources
- economic activities of both the target and the investor
- sanctions compliance and government funding
- competitor lists at national, EU, and global levels for both investor and target.
In line with the EU standardized form, the application also includes sections on greenfield investments and parallel scrutiny in other jurisdictions (e.g., merger control or FDI screenings in other EU member states).
The Decision provides guidance to assist investors in completing the application, including clarifying key concepts such as “turnover calculation” and “control.”
Key takeaways
- Greece’s new FDI regime signals a clear political will to protect critical assets. Transactions falling within the regime’s scope must be notified. The process is highly formalistic: extensive supporting documentation, dual paper-and-digital submissions, and delivery in person or by registered post, with certain documents needing apostille or certification.
- Given the absence of clear substantive assessment criteria and the heavy formality requirements, investors (including passive funds) should assume notifiability for acquisitions in Greek strategic sectors where thresholds are met, build FDI screening analysis into early-stage deal planning, and reflect regulatory conditions in transaction documents.
- The administrative framework is still evolving. A ministerial decision on procedures for imposing and collecting administrative fines is pending, and further guidance is expected on key definitional and reporting issues, including the meaning of “otherwise subject to Greek law,” the narrow scope of portfolio exemptions, and the distinction between “global ultimate owner” and ultimate beneficial owner in the application template.
- Since Greece introduced its regime, the two remaining EU jurisdictions, Croatia and Cyprus, have also established FDI screening frameworks. Croatia’s regime took effect in October 2025. In Cyprus, the rules have been adopted and are expected to enter into force in April 2026. From April 2026, all 27 EU member states will have FDI screening regimes in place.
