David Kunák (White & Case) co-authored this publication

Introduction

In Slovakia, foreign investments are regulated by Act No. 497/2022 Coll., on the Screening of Foreign Investments, as amended (the "FDI Act"), which provides a comprehensive framework for foreign investment screening in Slovakia.

As outlined in the explanatory memorandum to the FDI Act, its main objective is to provide safeguards and ensure the preservation of domestic and European Union ("EU") security and public order while encouraging responsible foreign investment, with no intention of restricting foreign investment in Slovakia.

The Ministry of Economy of the Slovak Republic ("Ministry") issues an annual summary report on the application of the FDI Act each June, covering detailed statistics for the preceding calendar year. Although the summary report for 2025 has not yet been published, there are no indications suggesting any substantial changes compared with the 2024 statistics.

Summary of major changes in 2025

• A newly passed amendment to the Slovak Cybersecurity Act implementing the Directive (EU) 2022/2555 on measures for a high common level of cybersecurity across the Union ("NIS 2 Directive") extended the category of critical foreign investments subject to mandatory pre-closing FDI screening and approval to medium-sized enterprises, defined as those with fewer than 250 employees and an annual turnover not exceeding €50 million, operating in the field of essential services as outlined below.
• The Ministry received 10 applications for foreign investment screening from foreign investors from the following countries: the United States (five), Sweden (two), and the Netherlands, the Cayman Islands and Canada (one each).
• Six applications involved foreign investments in critical infrastructure, with an average processing time of approximately 85 days.
• Three proceedings concerned foreign investments outside the scope of critical infrastructure that were initiated voluntarily by investors. The average duration of these proceedings was approximately 60 days.
• The Ministry has not issued any blocking decisions, nor has it approved any investments subject to additional conditions.
• Cloud services, the healthcare sector and industrial activities were the leading sectors for foreign investments subject to FDI screening.
• The Ministry conducted 10 administrative inspections to investigate potential violations of the FDI Act, seven of which revealed breaches of FDI legislation by foreign investors. The report published by the Ministry does not disclose the nature of the inspections. However, the Ministry confirmed that in two cases it initiated administrative offense proceedings, with no indication whether any sanctions have been imposed on foreign investors.
• Two inspections commenced in 2023 followed by 10 inspections commenced in 2024 indicate that the Ministry is active in the screening of foreign investments. On the other hand, the Ministry has not yet issued any blocking decisions or conditionally approved foreign investments. Thus, its approach can be described as constructive and cooperative, and the objective of the FDI Act not to restrict foreign investment in Slovakia appears to be satisfied.

Who files?

Under the FDI Act, foreign investors, including legal entities having their registered seat outside the EU and individuals who are not EU citizens, are responsible for submitting applications for screening to the Ministry.

Furthermore, under the FDI Act, EU citizens as well as legal entities with their registered seat within the EU are also considered foreign investors, and therefore responsible for filing, if they are controlled by or receive funding from a non-EU government, or if they are controlled by an entity from a third country outside the EU.

Foreign investors are responsible for submitting an application for screening to the Ministry if their intended investment falls within the definition of foreign investment under the FDI Act.

Foreign investment includes any investment, regardless of the applicability of Slovak laws, as long as it directly or indirectly enables the foreign investor to acquire a Slovak target or key assets of a Slovak target; acquire effective participation, defined as voting rights or registered capital, in a Slovak target (10 percent in a critical foreign investment and 25 percent in a non-critical foreign investment); increase effective participation in a Slovak target (to 20 percent, 33 percent or 50 percent in the case of a critical foreign investment, and to 50 percent in the case of a non-critical foreign investment); or exercise control over a Slovak target.

Types of deals reviewed

The FDI Act distinguishes between critical foreign investments ("CFIs") and non-critical foreign investments ("NCFIs"), each subject to a different screening regime.

CFIs include transactions where the target companies operate in specific sensitive sectors such as firearms manufacturing; entities active in military technology or materials research, development or innovation; dual-use item manufacturing or research, development or innovation involving dual-use items; biotechnology; critical infrastructure operators or operators designated as critical by the Slovak government; operators of essential services under the Slovak Cybersecurity Act; digital service providers; and providers of content-sharing platforms with an annual turnover exceeding €2 million.

Completion of a CFI is subject to approval or conditional approval from the Ministry. Therefore, mandatory pre-closing screening is required for all CFIs.

Although NCFIs are not subject to mandatory pre-closing screening, foreign investors are encouraged to voluntarily request an assessment by the Ministry before completing their investment for the sake of legal certainty.

Although no such proceedings appear to have been initiated yet, the Slovak government reserves the right to initiate ex officio proceedings regarding any foreign investment within two years after completion if there is a reasonable belief that the foreign investment had a negative impact when completed.

In 2024, the Slovak Parliament passed a new amendment to the Slovak Cybersecurity Act (Act No. 69/2018 Coll., as amended) implementing the NIS 2 Directive and substantially extending the category of operators of essential services. The amendment has direct implications for the FDI Act, as operators of essential services are considered critical from the FDI perspective and any foreign investment in such Slovak target companies may be considered a CFI subject to mandatory pre-closing FDI screening and approval if statutory thresholds are met.

The expanded category of operators of essential services also includes medium-sized enterprises with fewer than 250 employees and an annual turnover not exceeding €50 million operating, among others, in the following sectors: (i) manufacture of motor vehicles, trailers and semi-trailers; (ii) manufacture of electrical equipment; (iii) manufacture of machinery and equipment; (iv) waste management; (v) manufacture, production and distribution of chemicals; and (vi) production, processing and distribution of food.

The amendment requires companies performing activities in critical sectors to notify the Slovak cybersecurity authority, the National Security Authority ("NSA"), which registers such companies in the register of operators of essential services after consultation with the relevant central government authority, such as the relevant ministry. Once a company is registered, it becomes critical from the FDI perspective and may therefore be subject to mandatory pre-closing FDI clearance.

Scope of the review

The primary scope of the review is the assessment of the potential negative impact of the foreign investment on security and public order in Slovakia or other EU Member States.

Various additional factors are also considered during the screening process, including information concerning the Slovak target, the foreign investor and any entities controlling the foreign investor or controlled by the foreign investor.

During the screening process, the Ministry cooperates with other consulting authorities, including other ministries, the Slovak Information Service ("SIS") and the police.

With respect to NCFIs, based on a request by the foreign investor, the Ministry conducts an assessment of whether there is a risk of negative impact from the foreign investment. If no such risk is identified, the Ministry issues confirmation of this to the foreign investor and the Slovak target. However, if the Ministry identifies a potential risk, it may initiate a full screening procedure for the NCFI similar to the process applied to CFIs.

Failure to comply with obligations under the FDI Act may result in the Ministry imposing a fine of up to the value of the foreign investment or up to 2 percent of the foreign investor's annual turnover, whichever is higher.

Review process timeline

The mandatory screening process commences only once the Ministry considers the screening application submitted by the foreign investor to be complete. This means that the decision period does not run while the foreign investor or the Slovak target supplements or corrects information, documents or explanations requested by the Ministry.

If no decision is issued by the Ministry or the Slovak government within 130 days from the commencement of the mandatory screening procedure, the CFI is deemed approved.

If the Ministry decides to reject a CFI, the Slovak government may veto this decision and ultimately approve the CFI.

In the case of an NCFI, the assessment procedure takes up to 45 days. If the Ministry does not initiate a full screening procedure within 45 days of receiving the assessment request, it is deemed that no risk of negative impact from the NCFI has been identified.

How foreign investors can protect themselves

Considering that the average duration of screening proceedings is approximately 60 days for NCFIs and 85 days for CFIs, foreign investors, particularly those investing in CFIs, should not underestimate the time required for the screening process. It should be expected that the Ministry will issue follow-up questions regarding the foreign investment.

Foreign investors are therefore advised to prepare thoroughly for the process, monitor it closely and proactively communicate with the authorities to better anticipate and manage the screening process and its timeline.

Additional useful information can be found on the Ministry's website, where foreign investors have access to practical guidance on the FDI Act, the screening procedure and the annual summary report on the application of the FDI Act, all of which are also published in English. Although the FDI Act does not explicitly provide for this option, foreign investors may also informally consult the Ministry by email at fdiscreening@mhsr.sk to obtain preliminary information about whether a contemplated foreign investment is subject to mandatory FDI screening.

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