Foreign Direct Investment Screening in Greece under Law 5202/2025

The enactment of Law 5202/2025 introduced a national mechanism for the examination of foreign direct investments that may affect security or public order in Greece. The legislation gives effect, at national level, to the cooperation framework established by Regulation (EU) 2019/452 and constitutes a significant additional consideration in transactions involving foreign participation in strategically important Greek undertakings.

Pursuant to Article 6 of Law 5202/2025, the screening mechanism applies to investments undertaken by third-country investors where the target operates in a sector covered by the statutory Annex. Its personal scope also extends to certain investors established in EU Member States that are controlled by third-country persons, undertakings or governments. A further category concerns EU-established investors in which third-country interests hold a participation of at least 10%, where the target operates in one of the particularly sensitive sectors specified in the legislation.

The Annex differentiates between sensitive and particularly sensitive activities. Investments affecting infrastructure, assets, goods or services essential to energy, transport, health, information and communication technologies or digital infrastructure are subject to screening where the relevant participation reaches at least 25%. Additional review thresholds apply when that participation subsequently increases to 30%, 40%, 50% or 75%.

A lower initial threshold of 10% applies to particularly sensitive activities involving defence and national security, cybersecurity, artificial intelligence, port infrastructure, critical underwater infrastructure and tourism infrastructure in designated border areas. Further increases in participation may also trigger review at the statutory thresholds. The legislation accordingly requires examination of both the percentage acquired and the substantive activities conducted by the target, including activities that may represent only part of a broader commercial undertaking.

The screening procedure involves the submission of the required investment information to the competent authorities and examination by the interministerial mechanism established under the law. The authorities may determine that no further examination is necessary or initiate a substantive investigation addressing the potential implications of the investment. The legislative framework provides for decisions that may affect whether and under what conditions the investment can proceed.

The implications for transaction documentation are material. Where notification is required, completion arrangements must accommodate the applicable screening process, while the parties should allocate responsibility for regulatory submissions, cooperation with the authorities and the consequences of restrictive conditions or an adverse decision. Particular care is required where the transaction is also subject to merger control, sector-specific licensing or restrictions on the acquisition of rights in border-area real estate.

The assessment of foreign direct investment screening should therefore form part of the initial legal analysis of an acquisition rather than being deferred until the parties have agreed the principal commercial terms. A failure to identify the relevant statutory requirements may affect both the lawful implementation of the investment and the allocation of risk between the contracting parties.

This article is general information and not legal advice. For advice on a specific matter, contact us.