On 22 May 2025, the Hellenic Parliament enacted Law 5202/2025, introducing a Foreign Direct Investment (“FDI”) regime in Greece (the “Regime”), effective as of that date. The Regime took effect immediately upon publication in the national gazette on 23 May 2025. Further, Joint Ministerial Decrees are expected to be published to address practical implementation issues and a number of important questions that would require clarification. The Regime covers FDI in “sensitive” sectors, including energy, transportation, healthcare, ICT, digital infrastructure, and “particularly sensitive” sectors, including national security and defence, cybersecurity, AI, port and critical subsea infrastructure, and borderland tourism infrastructure. Additionally, the Regime does not currently provide for transition rules covering investments signed (but not closed) prior to its entry into force. That said, the Regime excludes expressly only some specific type of transactions falling under this category, i.e. pending tender procedures, for which a binding offer has been received, and contracts for the utilization of assets that have not closed by the Regime’s entry into force.
Who Files
Notifying parties include investors that are:
- individuals or undertakings from a non-EU country, or
- undertakings from an EU Member State, if:
- controlled, directly, or indirectly, by any individual or undertaking from a non-EU country or government, or
- in the case of “particularly sensitive” sectors, any individual or undertaking from a non-EU country or government holds at least 10% of these undertakings’ participation rights. Such threshold is very low and likely to capture investors where non-EU influence is nominal.
Types of Deals Reviewed
The Regime does not generally limit its scope to any specific type of deals, including also acquisitions of stakes and joint ventures. The Regime also indicates that for the calculation of the participation thresholds in the target entity, the Regime takes into account (a) the shares and corporate interests held by an enterprise belonging to the foreign investors group, a member of the foreign investor's family or an organization or institution controlled by members of the foreign investor's family, as well as (b) any cooperation agreements relating to the exercise of voting rights, the conclusion of a public contract for works or services and the conclusion of other agreement, including purchase, rental, leasing, sale, repurchase or cooperation agreements. Currently, the Regime is also meant to capture passive investments, unless made by individuals. If confirmed, this would be at odds with most of the current FDI regimes in the EU and is likely to considerably increase the number of notifications. In addition, the Regime would not cover (i) internal restructuring agreements or mergers, under the condition that the participation or control/influence rights held by the foreign investors are not increased, (ii) pending tender procedures, for which a binding offer has been received, and (iii) contracts for the utilization of assets (attached to a Greek entity) that have not closed by the Regime’s entry into force. The exclusion of intra-group transfers should be welcomed as a positive step to avoid additional notification requirements for transactions that do not pose a threat to national security.
Scope of the Review
The Regime covers any foreign investment in undertakings that carry out business activities, regardless of their legal forms, provided that they are incorporated under Greek law or otherwise governed by it. The Regime can also capture any foreign direct investment made in other Member States that may impact security or public order, pursuant to Articles 6 to 9 of Regulation (EU) 2019/452 which will require further guidance under the expected Decrees given the extraterritorial reach of such provision. The Regime does not, at this stage provide any specific thresholds for greenfield investments, however, implementing regulations may supplement additional criteria per specific type of business. In sensitive sectors, transactions are caught when they result in an acquisition and/or accumulation of at least 25%, 30%, 40%, 50%, or 75% of interests, without any specific reference to those being controlling or not, in the target entity. In particularly, for “particularly” sensitive sectors, the applicable thresholds are 10%, 20%, 25%, 30%, 40%, 50%, 60%, 70%, and 75% of interests in the target entity, without any specific reference to those being controlling or not.
Review Process Timeline
The review process for foreign direct investments is managed by the Interministerial Committee for Control of Foreign Direct Investments (DEEAXE) and the Ministry of Foreign Affairs. The initial investigation period (Phase 1) starts upon submission of a complete notification to DEEAXE and can last up to 30 days, with the possibility of a five-day review process to confirm completeness. DEEAXE must either unanimously clear the transaction or open an in-depth investigation (Phase 2). Within 30 days of the start of Phase 2, DEEAXE issues a recommendation to the Minister of Foreign Affairs to approve, prohibit, or impose terms or mitigating conditions on the investments. The law does not detail the type of conditions to be imposed which hopefully will be detailed in the Joint Decrees. In addition, DEEAXE may request expert input for its recommendation, which suspends Phase 2 by 20 days. Phase 2 can also be extended once by an additional 30 days through a reasoned decision. Within 60 days of receiving DEEAXE’s recommendation, the Minister may approve, block, reverse, or impose specifics remedies on the transaction. Failure to issue a decision within that time frame amounts to an automatic approval decision. In urgent or exceptional cases, decisions may be expedited without a full review.
How Foreign Investors Can Protect Themselves
The Regime does not subject the completion of a transaction to the issuance of a clearance decision. Investors should therefore be cautious about conditionality wording related to regulatory clearances. That said, failure to notify a reportable transaction or notifying after completion can result in administrative fines between EUR 5,000 and EUR 100,000. Additionally, DEEAXE may conduct an ex officio investigation, potentially ordering the parties to unwind the transaction and implement other mitigating measures. Closing the transaction despite a prohibitive decision can result in an administrative fine of up to two times the investment value. In addition, the Minister’s decision to prohibit, reverse or impose terms/mitigating conditions (or non-compliance to such decision), results to the ipso jure invalidity of the Transaction.
“Looking Ahead”; Likely Developments in Next Year
During public consultations, stakeholders highlighted the need for clarity on key concepts such as direct vs. indirect investments and the degree to which “control” will be interpreted similarly with EU competition law. They also called for clear rules on asset deals, treatment of capital increases, efficient appeal procedures and transitional provisions for ongoing investments. The framework is expected to be influenced by the upcoming EU FDI Regulation reforms, that seeks to introduce mandatory national screenings, further harmonisation, enhanced cooperation between EU Member States and more transparency of FDI rules.
Several practical issues need to be addressed by Ministerial Decrees (list of formal documents for the submissions, details of fines and more guidance about the sectors covered by the Regime).
References
Greek FDI Law, available here.
- Public consultation on measures for the implementation of EU FDI Regulation, available here.
- Report of the Economic and Social Council of Greece, available here.
- Report for the Implementation of the Regime, available here.
Elinda Karpoutzoglou (Legal Trainee, White & Case) contributed to the development of this publication.
Anastasios Tsochatzidis (White & Case, Trainee, Brussels) contributed to the development of this publication.
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This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.
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