Canada
The Canadian government continues to scrutinize foreign investments by state-owned enterprises and state-linked private investors, especially if from "non-like-minded" countries.
Now in its second decade of publication, White & Case's 2026 Foreign Direct Investment Reviews continue to provide a comprehensive overview of foreign direct investment ("FDI") laws and regulations across jurisdictions worldwide.
In this edition, we offer key datapoints to help inform parties and their advisors as they evaluate the evolving challenges presented by FDI screening requirements in cross-border transactions spanning multiple countries. National security-based FDI regimes continue to proliferate globally, with many jurisdictions adopting broader definitions of investments and the sectors subject to review continuing to expand.
FDI screening regimes are entering a more mature phase, and regulators are developing a more sophisticated approach to detecting and reviewing foreign investments. It is therefore critical to consider applicable FDI requirements as transactions, whether mergers and acquisitions, joint venture agreements, public equity offerings or financial restructurings, are negotiated. A clear understanding of potential challenges, the remedies that may be required for approval and the appropriate allocation of FDI risk can help avoid unwelcome surprises related to timing, deal certainty and the execution of business plans.
With a renewed US commitment to open foreign investment from allied countries, ongoing EU cooperation on FDI screening and evolving geopolitical dynamics, FDI screening will increasingly influence the selection of investors in cross-border transactions. New initiatives by the European Commission may also result in increased coordination among FDI authorities in EU Member States, all of which have adopted their own national FDI regimes by 2026.
We continue to believe that most cross-border transactions will be successfully completed in 2026, but understanding the regulatory and institutional parameters, as well as the evolving risks associated with FDI screening, will be critical to maintaining deal certainty and timing.
The Canadian government continues to scrutinize foreign investments by state-owned enterprises and state-linked private investors, especially if from "non-like-minded" countries.
Foreign direct investment ("FDI"), whether undertaken directly or indirectly, is generally allowed without restrictions and without the need to obtain prior authorization from an administrative agency.
The landscape of foreign direct investment ("FDI") in the United States continues to evolve under the Trump administration. With expanded jurisdiction and authorities, mandatory filings applying in certain cases, an enhanced focus on a broad array of national security considerations, further attention and resources dedicated to monitoring, compliance and enforcement, and a substantially increased pursuit of non-notified transactions, the FDI apparatus in the United States is more empowered now than perhaps at any time in its history.
The European Union continues to be a driver of foreign direct investment ("FDI") screening, with coordinated and mandatory enforcement now on the horizon.
The wide scope, low trigger thresholds and broad interpretation of the Austrian Foreign Direct Investment ("FDI") regime require a thorough assessment and proactive planning throughout the mergers and acquisitions ("M&A") process.
The Belgian foreign direct investment ("FDI") screening regime entered into force in July 2023. Investors and authorities alike are still coming to grips with the regime and the limited guidance available to help parties navigate it.
On July 22, 2025, the Bulgarian Foreign Direct Investment (FDI) screening mechanism entered into effect. According to information provided by the screening authority (the "Screening Council"), during its first two months of operation (September and October 2025), the Screening Council approved 10 screening applications out of 11 filed during that period. The investment in all of the above instances originated from so-called "low-risk" countries, and the applications were cleared within a short time frame. As of January 1, 2026, the Screening Council does not yet have an online register, and at present there is no information about the number of filed or pending applications. There is also no information indicating that any FDI has been prohibited or approved subject to conditions.
Croatia introduced a foreign direct investment ("FDI") screening regime on November 13, 2025. As of January 1, 2026, the regime is not yet operational but expected to be implemented soon.
The Republic of Cyprus' ("RoC") new Foreign Direct Investment Screening Law (the "FDIS Law") will reshape the investment landscape from April 2, 2026, introducing look-back provisions, a screening remit, internal change trigger points, and relatively low notification thresholds.
The Czech Foreign Investments Screening Act took effect in May 2021, establishing the rights and duties of foreign investors and setting screening requirements for Czech targets.
The scope of the Danish foreign direct investment ("FDI") regime is comprehensive and requires a careful assessment of investments and agreements involving Danish companies.
The relevance of Estonia's foreign direct investment ("FDI") screening mechanism has remained modest since its inception at the end of 2023 but is expected to grow in light of the geopolitical situation, on account of increased activity in the defense sector.
Foreign direct investment ("FDI") deals are generally not blocked in Finland, but the government is able to monitor and, if necessary, restrict foreign investment.
French foreign direct investment ("FDI") screening continues to focus on foreign investments involving medical and biotech activities, food security activities or the treatment, storage and transmission of sensitive data. The nuclear ecosystem is subject to very close scrutiny. Around half of the transactions reviewed every year are subject to conditions or remedies, which is an important French specificity. Recent trends also show a growing number of transactions being reviewed, suggesting a shift toward increased scrutiny of foreign investments in France.
Following numerous amendments over the past years, Germany's foreign direct investment ("FDI") review continued in full swing, with further significant updates expected in the coming years.
Greece's mandatory and suspensory foreign direct investment ("FDI") screening regime became fully operational on November 11, 2025. Foreign investors must comply with notification requirements and consider review timelines in deal planning.
Hungary's foreign direct investment ("FDI") regimes faced temporary headwinds in 2025, but no lasting regulatory changes ultimately took hold.
Ireland's Screening of Third Country Transactions Act entered into force on January 6, 2025.
Italy's "Golden Power Law" review: Over a decade old, yet continuously expanding its reach.
The Latvian foreign direct investment ("FDI") regime applies to companies of significance to national security, as well as companies owning or possessing critical infrastructure. While the law does not provide a general notification obligation, specific rules establish sectoral FDI regimes for certain corporate mergers and acquisitions ("M&A"), real estate transactions, and gambling companies.
All investments concerning national security are within the scope of review in Lithuania.
Two years after its entry into force, the Luxembourg foreign direct investment ("FDI") screening regime has reached a solid level of maturity, and its requirements are now well understood by market stakeholders. The year 2025 proved to be particularly active and dynamic for M&A transactions in Luxembourg, notably involving targets in the financial sector, with multiple FDI filings submitted.
Malta's foreign direct investment ("FDI") regime regulates specific transactions that must be notified to the authorities and may, in some instances, be subject to screening.
The Middle East continues to welcome foreign investment, subject to licensing approvals and ownership thresholds for certain business sectors or in certain geographical zones.
The Netherlands is set to expand its investment screening regime by extending the general mechanism to more sectors and by introducing additional sector-specific regulations.
Norway's foreign direct investment ("FDI") screening regime is anchored in the Norwegian Security Act (the "Security Act" or the "Act"), which imposes mandatory filing requirements for transactions involving companies designated as security sensitive. The Act also confers wide discretionary authority on Norwegian authorities to review and intervene in transactions involving non-designated companies where national security interests may be at risk.
In 2025, Poland's foreign direct investment ("FDI") regime was made permanent, and responsibility for its enforcement was transferred to the Ministry of Finance and Economy.
In Portugal, transactions involving the acquisition of control over strategic assets by entities residing outside the European Union or the European Economic Area ("EEA") may be subject to foreign direct investment ("FDI") screening.
While far-reaching in its scope, compared with other countries in the European Union, the Romanian foreign direct investment ("FDI") regime is generally perceived as investor-friendly.
The year 2025 was not marked by any major changes in the sphere of regulation of foreign investments in Russia, and the regulator continues to implement the course on strengthening control taken earlier.
The year 2025 continued with the implementation of the course set earlier in 2023 and 2024, with few substantial updates to cybersecurity legislation extending FDI regulation to new fields of business critical for the Slovak Republic.
Since 2020, certain foreign direct investments ("FDI") have been subject to scrutiny in Spain. Additional formalities have since been introduced through developing FDI regulations that entered into force on September 1, 2023. As a result, FDI analysis is becoming increasingly important in the context of investments in Spain.
Entering its third year, Sweden's foreign direct investment ("FDI") Act remains a key consideration in a significant share of transactions involving Swedish companies.
Switzerland is set to introduce its first cross-sector foreign direct investment ("FDI") screening regime. On December 19, 2025, the Swiss Parliament approved the new FDI Act, Investitionsprüfgesetz, establishing a review mechanism focused on foreign state-controlled investors and security-sensitive sectors. The regime is expected to take effect in 2027 at the earliest.
Sustaining economic stability and building on the strong foreign direct investment ("FDI") momentum of 2025, Türkiye continues to prioritize policies that strengthen its position as an attractive and competitive investment hub.
During September and October 2025, the Ukrainian Parliament introduced an updated foreign investment screening framework, marking a significant step toward strengthening national security controls over inbound investments.
Foreign direct investment ("FDI") is permissible in the United Arab Emirates, subject to applicable licensing and ownership conditions.
Foreign direct investment ("FDI") in the United Kingdom is covered by the National Security and Investment Act ("NSIA") 2021 (which equally applies to UK purchasers), and in 2025 the government continued to update information and guidelines concerning the legislation.
Australia's foreign direct investment ("FDI") regime underwent significant changes in 2025, including measures to streamline the process for assessing investment applications. Australia's new mandatory merger clearance regime also commenced January 1, 2026.
China continues to optimize its foreign investment environment by reducing investment restrictions, improving market access, and lowering investment thresholds for listed companies.
The Indian government has liberalized foreign direct investment ("FDI") rules in certain sectors, such as the space sector, in recent years and is laying the groundwork for 100 percent foreign investment in the insurance sector, while maintaining existing restrictions on investments from sensitive jurisdictions. This reflects the government's approach toward foreign investment: welcoming foreign capital where it aligns with India's strategic goals, while continuing to protect core interests.
The Japanese government is expanding the business sectors subject to Japan's foreign direct investment ("FDI") regime, which covers not only investment but also voting and other actions, to secure stable supply chains and mitigate the risk of technology leakage and diversion of commercial technologies into military use.
The Republic of Korea ("Korea") is entering a more security-focused era of foreign direct investment ("FDI") regulation, with proposed amendments to the Foreign Investment Promotion Act ("FIPA") and longer screening processes requiring foreign investors to adopt proactive regulatory planning and heightened compliance.
Significant changes to the New Zealand overseas investment regime were passed into law in December 2025 and came into force on 6 March 2026. A number of these changes have made it considerably simpler and faster for overseas investors to acquire certain classes of New Zealand assets.
Taiwan continues to promote foreign direct investment ("FDI") under a two-track screening mechanism for foreign investors and People's Republic of China ("PRC") investors.
The Latvian foreign direct investment ("FDI") regime applies to companies of significance to national security, as well as companies owning or possessing critical infrastructure. While the law does not provide a general notification obligation, specific rules establish sectoral FDI regimes for certain corporate mergers and acquisitions ("M&A"), real estate transactions, and gambling companies.
Liga Merwin and Samanta Lidere (Ellex Legal) authored this publication
The law provides no general obligation to notify FDI in Latvia. Sectoral rules applicable in specific circumstances trigger notification obligations or prohibit such investments with respect to companies of significance to national security, including companies owning or possessing A, B, or C category critical infrastructure, as well as, for example, agricultural land acquisition and gambling activities.
There were no major changes to the FDI regimes in force in Latvia in 2025.
For investments in companies of significance to national security, the national security regime requires an FDI filing irrespective of the nationality or domicile of the investor. Even domestic investors are subject to review.
An exception applies where a company of significance to national security receives a loan exceeding 10 percent of its assets. In such cases, the transaction is subject to review when the investor is a foreign natural person or a company whose ultimate beneficial owner ("UBO") is a foreign national, except where the investor is from a Member State of the EU, the European Free Trade Association ("EFTA"), the North Atlantic Treaty Organization ("NATO"), or the Organisation for Economic Co-operation and Development ("OECD").
An absolute ban has been introduced on Russian and Belarusian state companies, legal persons registered in Russia or Belarus, and Russian or Belarusian nationals seeking to invest in such companies.
Irrespective of the type of investor, objects with A, B, or C critical infrastructure status cannot be transferred without the permission of the Cabinet of Ministers.
With respect to land acquisitions, different FDI regimes apply to land located in urban administrative territories and land located in rural administrative territories. Only transactions exceeding the volume of land prescribed by law require approval.
Companies of significance to national security are defined by objective criteria set forth by law, and the list of companies qualifying as such is publicly available online. For transactions involving companies of significance to national security, the Cabinet of Ministers must be notified, and permission must be obtained for a number of activities.
For capital companies, transactions subject to FDI clearance include the acquisition of a qualified holding, acquisition of decisive influence, transfer of an undertaking, and retention of shareholder status in the event of a change of UBO.
For partnerships, notifiable activities include the admission of a new member, as well as retention of member status in the event of a change of UBO.
Separate rules apply to loans exceeding 10 percent of the assets of a company of significance to national security. In such cases, the law prescribes a whitelist of jurisdictions. Where a loan originates from an exempt jurisdiction, mandatory approval is not required.
The requirements applicable to acquisitions of land and agricultural land do not apply where the total area of agricultural land in the acquirer's possession, both at the time of and following the transaction, does not exceed 10 hectares for natural persons and five hectares for legal entities.
With respect to gambling companies, the share of foreign members or shareholders in the share capital of a capital company may not exceed 49 percent. This restriction does not apply to investors from EU Member States, the European Economic Area ("EEA"), or the OECD. As this is an absolute prohibition, no review procedures apply.
The review process applicable to transactions involving companies of significance to national security and critical infrastructure objects requires the Cabinet of Ministers to assess potential restrictions on the rights of the applicant, their proportionality in light of national security interests, the opinions of national security institutions, and compliance with the principle of legitimate expectations.
The Cabinet of Ministers may refuse to issue a permit if granting the permit would threaten national security interests; if the applicant fails to submit additional information or documentation required for the preparation of opinions by state security institutions within the period specified by the Ministry of Economics and the state security institutions; or if the Ministry of Economics or the state security institutions determine that false information has been provided.
For land acquisitions, the municipal council adopts a decision based on all information received to assess whether the acquirer satisfies the statutory requirements, whether applicable restrictions are met, and whether the proposed use of the land is consistent with the municipality's spatial or detailed plan.
The Cabinet of Ministers shall adopt its decision regarding investments involving companies of significance to national security and critical infrastructure objects within one month from the date of receipt of the application. The term can be extended for up to four months.
Applications for a change in agricultural land ownership shall be reviewed within 20 days from the date of receipt of an application in urban administrative territories. Similarly, applications for a change in non-agricultural land ownership shall be reviewed within 20 days from the date of receipt of an application in rural administrative territories. Applications for a change in agricultural land ownership shall be reviewed within one month from the date of receipt of the application.
Rigorous legal due diligence is essential to identify FDI regulatory risks and other potential legal obstacles as early and accurately as possible.
Investors should ensure that contracts include a termination clause in the event that the relevant FDI permissions are not granted.
In addition, application processing times should be taken into account when submitting an application to the Cabinet of Ministers in relation to companies of significance to national security or critical infrastructure. In most cases, the Cabinet of Ministers reaches a decision within one month, although the decision making process may occasionally be extended by an additional month and may take up to four months.
While likely developments in the Latvian FDI regime are difficult to predict in a time of international uncertainty, it is expected that the Latvian legislator will remain reactive and adopt legislative instruments as necessary to address potential geopolitical risks. Should additional national security concerns arise in Europe, the Near East, or the Far East, more targeted FDI restrictions are expected.
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