On 23 May 2025 the Greek Parliament in line with the EU FDI Regulation[1] enacted its long-awaited Law 5202/2025[2]. This establishes Greece’s first FDI screening regime framework and allows the review of foreign investments that exceed the defined thresholds on grounds of public order or security. Foreign investments in designated “sensitive” or “highly sensitive” sectors must now be notified to the relevant Greek authorities and be subject to mandatory and suspensory review before they are implemented.
Scope & objectives
The main objective of the new Greek regime is to establish a national screening mechanism for foreign direct investments (FDIs) that fall within defined “sensitive” sectors and can affect the security or public order of Greece and/or other EU Member States. The regime distinguishes between “sensitive” sectors such as energy, healthcare, transport, telecommunications and digital infrastructures, and “highly sensitive” sectors that involve activities relevant to national security and defence, artificial intelligence, cybersecurity, tourism infrastructure in border-areas, port infrastructure and crucial underwater infrastructure.
FDI screening criteria, exemptions & sanctions
The Law applies to both greenfield investments and mergers and acquisitions of existing Greek entities or assets. It establishes cumulative criteria for screening FDIs based on potential risks to security or public order. These criteria include: (a) the nature of the target company’s activities, specifically if they fall within one of these “sensitive” or “highly sensitive” sectors, and (b) the shareholding percentage acquired by the foreign investor in the target company. Specifically, the screening mechanism applies to share acquisitions in “sensitive” sectors if the participation of the foreign investors exceeds 25%, and in “highly sensitive” sectors when the foreign investor’s participation in the target undertaking exceeds 10%.
There are also certain transactions that are specifically excluded from the scope of the Law including: (a) acquisitions of securities solely for financial investment purposes, (b) intra-group restructurings or mergers of multiple legal entities into a single legal entity provided that the foreign investors’ shares do not increase or the transaction does not result in greater involvement by a foreign investor in the management or control of the target company, and (c) pending (tender)/public procurement procedures where a binding offer has been received, and contracts for the use of assets that have not yet been finalised by the time that the new law takes effect.
The implementation and oversight of the new regime will be assigned to the Interministerial Committee for the Control of Foreign Direct Investment, in coordination with the Minister of Foreign Affairs and the Ministry of Foreign Affairs. Foreign investors are required to notify acquisitions that meet the thresholds. Non-compliance with documentation requirements, submission of false information or failure to notify may result in the reversal or enforcement of mitigating measures on the investment as well as in the imposition of administrative fines ranging from €5,000 to €100,000. Serious violations such as breaching mitigating measures, continuing the prohibited investment, or obtaining clearance based on false information can lead to the imposition of fines as high as double the value of the investment.
Greek FDI Regime vs Other FDI Regimes
The Greek FDI regime is perceived moderately strict compared to other EU countries. In terms of the shareholding thresholds, subject to the distinction between “sensitive” and “highly sensitive”, it aligns closely with countries such as France, Belgium, Czech Republic and Austria, and, like many other EU Member States, the Greek regime does allow for ex officio investigations at any level of shareholding. Although primarily aimed to address foreign investments by non-EU investors, the regime does not specifically exclude EU investors from its framework. Given the Greek experience with Trojan horses, the system does allow for particular vigilance when the activities relate to “highly sensitive” sectors or when a non-EU person holds at least 10% of the shares in the EU investor or can exercise significant influence [through funding arrangements or ownership]. In these cases, EU investors are also included in the assessment. This approach mirrors the German FDI regime, designed to prevent indirect influence by non-EU-actors that could create considerable uncertainty, especially where the relevance of non-EU funding needs to be evaluated or when the shareholder’s nationality cannot be conclusively determined.
However the new Greek FDI regime also diverges significantly from other jurisdictions. Notably, it excludes purely financial investments and intra-group restructurings —transaction types that are commonly reviewed in other EU member states. In addition, Greece maintains a relatively narrow sectoral focus compared to countries such as Italy, Germany, Austria, Belgium, Latvia, and Lithuania, all of which have adopted broader frameworks encompassing a wider range of strategic sectors. Lastly, Greece’s approach contrasts sharply with some non-EU regimes like the UK’s more stringent regime under the National Security and Investment Act 2021 (NSIA). The Greek regime primarily applies to non-EU foreign investors and, in certain exceptional cases, to EU investors, while the UK NSIA framework is applies equally to UK to UK investments. The UK regime makes no distinction between “sensitive” and “highly sensitive” industries regulates acquisitions in 17 designated sensitive sectors (it also contains a call-in power and covers internal restructurings).
Conclusion
The introduction of this new regime represents a significant advance in strengthening Greece’s ability to monitor FDIs in sectors crucial to public order and national security. Aligned with the EU FDI framework, the regime is designed not only to safeguard Greece’s strategic national interests and impose an additional level of complexity/scrutiny to transactions with a Greek nexus but also promote the country’s position as an attractive location for foreign investments. Whether the balance between those objectives has been struck correctly will have to be seen.
[1] Article 1(1) of the 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 “establishes a framework for the screening by Member States of foreign direct investments into the Union on the grounds of security or public order,” and Article 3(2) of the Regulation upholds that EU Member States “shall set out the circumstances triggering the screening, the grounds for screening and the applicable detailed procedural rules.
< http://data.europa.eu/eli/reg/2019/452/oj>
[2] Law 5202/2025 on the “Adoption of measures implementing Regulation (EU) 2019/452 establishing a framework for the screening of foreign direct investments into the Union on grounds of security or public order.”
