Iván Sólyom and Soma Schóber (Lakatos, Köves & Partners) authored this publication

The summer of 2025 started with some significant changes regarding one of the effective Hungarian FDI laws, i.e. the "Special FDI Regime" (Hungary has two separate FDI regimes in force, the first regime, the so-called "General FDI Regime" still focuses on a narrower scope and covers only sectors closely related to national security and public utility services, while the second, the "Special FDI Regime" covers a much wider part of the economy affecting numerous deals in general).

First the Hungarian Parliament adopted an act (i.e. Act L of 2025, the "Act") making the Special FDI Regime a permanent regulation and extended its applicability to 31 December 2026, then the Hungarian Government has also adopted some significant modifications to the currently applicable Government Decree (i.e. Government Decree no. 561/2022; the "Government Decree") introducing pre-emption right for the Hungarian State in case of blocked deals and significantly extending the deadlines of FDI screening processes. It is still unclear how long the new rules will apply, however it is crucial to dedicate attention to and to analyze the need for Hungarian FDI screening even more than in the previous years.

Summary of major changes in the summer of 2025

Act L of 2025 (applicable from 19 August 2025):

• Act L of 2025 will regulate the Special FDI Regime from 19 August 2025 onwards replacing Government Decree 561/2022;
• The Special FDI Regime will be applicable until 31 December 2026;
• Deadlines in relation to the state's pre-emption right relating to companies active in power generation with solar power plants are slightly extended.

Government Decree 561/2022 (applicable until 19 August):

• The deadline for the ministry's review under the Special FDI Regime has been extended from 30 to 45 business days;
• The ministry can extend the review period under the Special FDI Regime with additional 30 business days 3 times (instead of the former 15 calendar days);
• If the ministry blocks the transaction under the Special FDI Regime, then the Hungarian State has a pre-emption right over the target for 90 days from the delivery of the blocking decision with the same conditions that are set out in the underlying transaction documents.

It is still unclear whether the new rules of the Government Decree will be included in the new Act as well or not, as the modifications of the Government Decree were made only after the intended wording of the Act was published. Therefore the following months will be an interesting period in the development of the Hungarian FDI regulation.

Who files?

In case of both regimes, the foreign investor makes the FDI notification to the competent minister. However, the definition of foreign investor under the two regimes differs.

Under the General FDI Regime, any natural person or legal entity qualifies as a foreign investor if it is: a citizen of, or registered in, a country outside of the EU, EEA or Switzerland; or a legal entity registered in the EU, EEA or Switzerland but controlled by a non-EU/EEA/Swiss person or entity.

According to the Special FDI Regime, foreign investors are: those natural or legal persons or organizations that are citizens of, or registered in, a country outside of the EU, EEA or Switzerland; or legal entities registered in the EU, EEA or Switzerland, if they are under the majority control of natural or legal persons or organizations that are citizens of, or registered in, a country that is outside of the EU, EEA or Switzerland.

The Special FDI Regime also applies to EU/EEA/Swiss investors—both natural and legal persons—if they acquire majority control and the investment exceeds HUF 350 million (approx. USD 1,036,000).

Types of deals reviewed

Under the General FDI Regime, a number of transaction types are covered.

The deal will be reviewed if a foreign investor establishes a new Hungarian company or acquires more than 25 percent ownership interest in an existing Hungarian privately held company, or more than 10 percent in publicly listed companies, or acquires a "dominant influence" in such a company.

The regime also applies when a foreign investor acquires equity of less than 25 percent in a privately held company registered in Hungary, but the total equity held by foreign investors exceeds 25 percent as a result.

Transactions will also be reviewed where a company registered in Hungary in which foreign investors hold equity equivalent to that set out above takes up a listed strategic activity.

Other covered transactions include where a foreign investor registers a branch office in Hungary for the purpose of carrying out listed strategic activities, or where a foreign investor acquires a right to operate or use infrastructure or assets that are indispensable for carrying out listed strategic activities.

The Special FDI Regime covers transactions involving the acquisition of ownership interest; capital increase; mergers, demergers or transformations to another company form; issuance of bonds that are convertible or convert to equity or provide preferential subscription rights; and establishing a "usufruct" right over equity, in other words, a right to enjoy the use of and benefits from equity, absent or in lieu of ownership.

The above applies provided that, as a result of the transaction, the foreign investor would acquire majority control—ownership, voting rights, appointing management or otherwise—if the investment reaches or exceeds HUF 350 million; or in the case of non-EU/non-EEA investors, at least 5 percent ownership interest (or 3 percent ownership interest in publicly listed companies), if the investment reaches or exceeds HUF 350 million; or an ownership interest reaching 10 percent, 20 percent or 50 percent in a strategic company or any level of interest which, if computed together with any other foreign investors' interest, exceeds 25 percent.

In addition, irrespective of ownership thresholds or transaction sizes, the transfer of using or operational rights of infrastructures and assets that are "indispensable for the operation of strategic companies," including the pledging of these assets and infrastructures, require both notification to, and acknowledgement by, the competent minister.

In relation to transactions caught by the Special FDI Regime, it is important to mention that indirect acquisitions and higher-level intragroup restructurings fall outside its scope.

Scope of the review

Under the General FDI Regime, the competent minister reviews whether the triggering event "harms Hungary's security interests," which is not defined in the relevant laws and thus gives a broad framework for discretion to the competent minister.

In case of an EU entity controlled by a non-EU investor, a blocking decision can only be made in the case of circumvention, for example, if it can be established that the EU entity's involvement in the transaction is for the purpose of circumventing the FDI screening rules. This could be the case, in particular, if the EU entity controlled by a non-EU investor does not carry out any actual economic activities or has no real presence in EU Member States.

Under the Special FDI Regime, the competent minister evaluates whether the proposed transaction endangers or threatens to endanger the national interest, public order or public security of Hungary, with particular attention to the security of supply relating to the basic needs of society, in accordance with the relevant articles of the Treaty on the Functioning of the EU, which invoke, among others, public policy, public security or public health issues.

The minister also evaluates whether the foreign investor is directly or indirectly under the control of any administrative agency of any non-EU state (including its ownership structure or financing); whether the foreign investor is or was involved in any activity relating to public security or public order in any other member state; and whether there is substantial risk that the applicant will commit any crime or illegal activity.

It is worth highlighting that under the Special FDI Regime, there is a pre-emption right for the Hungarian state relating to transactions affecting companies active in power generation with solar power plants. The relevant rules for these cases say that if the target of a potential transaction is a Hungarian company active in power generation with solar power plants, then the FDI notification shall include an additional notification to the Minister of National Economy noting that the pre-emption rights of the Hungarian state may apply to the transaction.

If the minister also concludes that the transaction is subject to the pre-emption right of the state, then the Ministry of National Economy informs the minister responsible for energy policy about the transaction, who can decide on exercising the pre-emption right within 15 business days (30 business days under the Act) from receiving the information. If the minister responsible for energy policy decides to exercise the pre-emption right, then the original transaction shall be concluded by and between the seller and the Hungarian state, and the Minister of National Economy will not decide on the FDI notification.

If the Hungarian state does not exercise its pre-emption right, then the Minister of National Economy will decide on the acknowledgement of the FDI notification in accordance with the general rules.

Review process timeline

Under the General FDI Regime, the foreign investor must make a notification to the minister leading the prime minister's Cabinet Office before implementation and within 10 days of both signing the contract, in the event of equity acquisitions and operation right acquisitions; and the registration of the newly subscribed strategic activity in the company registry, for strategic activities.

The deadline for review by the minister is 60 days (extendable by 60 days) from the date of filing.

According to the Special FDI Regime, the foreign investor must make a notification to the Minister of National Economy within 10 days from signing the transaction documents. According to the latest modifications the minister has 45 business days to decide on the transaction, and this deadline can be extended by additional 30 business days 3 times. (The Act still contains the old deadlines currently, i.e. the minister shall decide on the transaction within 30 business days, which deadline can be extended by 15 calendar days).

In case of target companies active in power generation with solar power plants, the Hungarian State can exercise its preemption right within 60 business days, and the Minister of National Economy also has 60 business days (extendable by 15 calendar days) to decide on the notification. The deadlines are counted from the ministry's notification to the notifying party of the existence of the preemption right of the Hungarian State. (According to the Act these deadlines will change from 19 August 2025 as follows: the Hungarian State can exercise its pre-emption right within 90 business days, and the Minister of National Economy has 75 business days, extendable by 15 calendar days, to decide on the notification).

The relevant ministries do not always comply with the deadlines set out in relevant laws, therefore substantial delays may occur in certain cases, and there are no effective remedies against such delays.

How foreign investors can protect themselves

Conducting an FDI analysis at the initial stages of the intended transaction is critical if the contemplated transaction touches on Hungarian companies or assets. In certain cases where FDI screening may be needed based on the applicable legal provisions, an informal discussion with the competent ministry or a written request to express their views on the transaction on a no-name basis can be useful. However, it should be highlighted that the ministries are not keen to provide such opinions and those opinions would be on a non-reliance basis.

If the initial FDI analysis shows that an FDI notification is necessary under the General FDI Regime, then the FDI notification is mandatory. However, if the initial FDI analysis indicates that an FDI notification is necessary under the Special FDI Regime, there are some exceptions to explore (and maybe use) before making such a notification.

These include potential structuring of the transaction to avoid the effects of the Special FDI Regime by making the transaction indirect from the Hungarian company's perspective. Alternatively, consider if an adjustment can be made to the registered activities of the target company so as to avoid unnecessary strategic activities. Hungarian targets may sometimes register a broad list of activities, even though the actual activities of the target are narrower and do not include strategic activities.

As under the Special FDI Regime a new pre-emption right of the Hungarian State has been introduced for cases where the ministry blocks the transaction, therefore the Parties may also prepare for avoiding such unexpected intervention of the Hungarian State. As the pre-emption right can be exercised within 90 days from the delivery of the blocking decision with the same conditions that are set out in the underlying transaction documents, therefore if the Parties' agreement contains such obligations and considerations that can be only provided/discharged only by them, then the Hungarian State cannot jump in the deal even if it blocks it.

If a filing is necessary, then the process can be expedited if the filings are well prepared, address potential questions, and appropriate communications and advocacy efforts with relevant authorities are undertaken during the process.

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