Greece

Notification requirements

The Greek FDI Law establishes different notification requirements for FDI in any entity, which has been or is intended to be established under Greek law or is governed by Greek law (Greek Target), depending on whether the Greek Target is active in sensitive or particularly sensitive sectors of the economy. In principle, the screening mechanism is triggered when the following conditions are met cumulatively: 

1. The investment involves a Greek Target; and 
2. The investment is realized by a foreign investor; and
3. The investment relates to a sensitive or a particularly sensitive sector of the economy; and
4. The participation interests exceed the respective thresholds.

The screening mechanism under the Greek FDI Law is also appliable to FDI under the cooperation mechanisms of Articles 6, 7, 8 and 9 of Regulation (EU) 2019/452.

Greek Targets are defined broadly to include any entities regularly performing economic activities, irrespective of whether they have legal personality. Greek targets may include: (i) corporations or other types of limited liability companies; (ii) family craftsmanship businesses or similar undertakings; (iii) self-employed persons; or (iv) partnerships or unions of persons and joint ventures.

The Greek FDI Law defines foreign investors differently depending on whether the FDI relates to a sensitive or particularly sensitive sector of the economy.

Foreign investors in connection with FDI in sensitive sectors are:

1. Individuals or undertakings from third countries (non-EU), or
2. Individuals or undertakings from an EU Member State, if that individual or undertaking is controlled, directly, or indirectly (whether through ownership rights or the provision of significant financing), by any individuals or undertakings from third countries (non-EU) or a third country (non-EU) government (or equivalent bodies).

Foreign investors in connection with FDI in particularly sensitive sectors are:

1. Foreign Investors that meet any of the above requirements for foreign investors in sensitive sectors, or
2. Individuals or undertakings from an EU Member State, when individuals or undertakings from third countries (non-EU) or a third countries (non-EU) government have a participation interest of at least 10% (whether through ownership rights or the provision of significant financing).

Sensitive and particularly sensitive sectors

FDI in sensitive sectors under the Greek FDI Law relates to infrastructure, assets, goods or services which are necessary in the following sectors of the economy: 

1. energy, or
2. transportation, or
3. healthcare, or 
4. information and communication technologies, or 
5. digital infrastructure.

FDI in particularly sensitive sectors under the Greek FDI Law relates to:

1. infrastructure, assets, technology, goods or services, including research and developments services in relation to:
   
   a. national security and defense including any: (aa) dual use items listed in Annex I of Regulation (EU) 2021/821, or (ab) military technology and equipment under Council Common Position 2008/944/CFSP, or
   
   b. cybersecurity, or
   
   c. artificial intelligence, or
2. port infrastructure, or 
3. critical subsea infrastructure, or
4. tourism infrastructure in the Greek “border areas”.

The Greek FDI Law does not include a definition of the assets captured (whether in sensitive or particularly sensitive sector). The supportive documents of the legislative process provide a few examples, but the examples are not exhaustive. For instance, examples of necessary assets in connection with railway transportation include the locomotive, passenger cars and cargo cars. Examples of necessary infrastructure in the energy sector include energy production and energy storage units. Equipment used to control this infrastructure such as semiconductors may be considered a necessary good in the energy sector. 

Foreign investments in sensitive sectors are notifiable when:

1. they concern at least 25% of participation interests in the Greek Target, or
2. pre-existing participation interests are increased to 30%, 40%, 50% and 75%.

Foreign investments in particularly sensitive sectors are notifiable when:

1. they concern at least 10% of participation rights in the Greek Target, or 
2. pre-existing participation rights are increased to 20%, 25%, 30%, 40%, 50%, 60%, 70%, and 75%.

Exceptions

The Greek FDI Law excludes the following investments from the notification requirement: 

1. Financial investments from individuals (not corporate investments) that do not confer control.
2. Internal reorganizations provided that that there is no increase in the participation rights or the ability to influence the entities concerned.
3. Ongoing tenders for which a binding offer was made while the relevant contracts have not been completed by the time the Greek FDI Law entered into force (23 May 2025).

Review standards

DEEAXE has discretion to assess the impact of the FDI on national security and public order. In principle, DEEAXE considers the following factors in formulating its opinion: 

• the factors set out in Article 4 of Regulation (EU) 2019/542, 
• the potential impact of the investment on projects or programmes of Union interest, as listed in the Annex to Regulation (EU) 2019/542 (e.g. Horizon Europe, Trans-European Networks) where security or public order concerns may arise,
• whether the foreign investor is subject to restrictive measures under Article 215 TFEU. 

Review process

When an FDI is subject to clearance under the Greek FDI Law, the investor must notify the transaction prior to its completion and a standstill obligation applies. According to the Greek FDI Law, the completion of a notifiable investment without prior clearance is prohibited. The investment is considered completed under the Greek FDI Law at the point in time when the last condition precedent relating to the investment decision of the parties is fulfilled. 

The review process includes three phases: 

1. Completeness review: Within 5 days of receiving the foreign investor’s notification, Directorate B1 confirms whether the investment falls within the scope of the FDI regime and reviews the file for completeness.
2. Phase 1: The initial investigation period (Phase 1) starts upon submission of a complete notification to DEEAXE and may last up to 30 days. Upon expiration of the 30-day period, DEEAXE shall unanimously clear the transaction or open an in-depth investigation (Phase 2). 
3. Phase 2: This phase may last, in principle, for 90 days but extensions and suspensions of the clock are possible. 30 days upon initiation of Phase 2, DEEAXE shall issue a recommendation to the Minister of Foreign Affairs, either to approve, prohibit or impose conditions on the investment (extendable once for an additional 30 days). The Minister of Foreign Affairs is expected to issue a formal decision within 30 days upon receiving the recommendation. If no decision is made within 60 days, the investment will be automatically approved.

In urgent or exceptional cases, decisions may be expedited without full review. Similarly, if the target is fac-ing insolvency the time limits are reduced by half.

The foreign investor is responsible for filing the application. 

Penalties

Failure to notify a reportable transaction or notifying it after completion may result in administrative fines ranging from EUR 5,000 to EUR 100,000. DEEAXE may also initiate an ex officio investigation to review the transaction, order the parties to unwind it, and take other mitigating measures. 

Furthermore, fines may be imposed for failure to submit information, or the submission of false information. In case of exacerbating circumstances such as achieving clearance based on false information or implementing a prohibited FDI the fine may be as high as two times the value of the investment.

Recent developments

The Greek FDI Law was voted on 22 May 2025 (and entered into force on 23 May 2025) and some of the details regarding its implementation (e.g. information required in the application form) are still yet to be determined. The law reflects a notable transformation in Greece’s approach to the review of FDIs, especially those from outside the EU. It is therefore advisable for investors to ensure that their transaction documents and timelines adequately address this new regulatory requirement.