FDI News from Moldova: New Secondary Legislation

What are the main amendments? Application template

• An application pre-approved by the Council for the Examination of Investments of Importance to State Security (the "Council") is mandatory. Once approved, the Council's secretariate (i.e. the Public Service Agency) will ensure its publication on the Government's official website.
  
• Applications must be submitted in Romanian.

Form of application

• Applications can now be submitted either entirely in electronic form or in hard copy. When submitted electronically, the documents must fulfil local criteria for electronic documents and signatures. When submitted in hard copy, the applicant is also required to send a complete scanned copy of the application file by e-mail.

List of application documents further extended

The list of accompanying documents must now include:

• an extract from the trade register regarding the potential investor, issued no more than three months prior to the date of application submission;
• the shareholding structure or shareholding charter of the potential investor;
• information on the ultimate beneficial owners of the potential investors;
• a certified copy of the identity document of the ultimate beneficial owner of the potential investor;
• a charter showing the shareholding and control structure of the investor  (if applicable);
• a certified copy of the identity document of the ultimate beneficial owner of the legal entity already investing in areas important to state security (if applicable);
• a detailed description of the investment project, including the estimated value of the investment, as well as the completion date or planned completion date of the investment;
• a feasibility study or investment plan, if available (optional);
• brochures, presentation materials on the potential investor and the economic activities carried out (optional);
• annual financial statements for the last three years (balance sheet, profit and loss statement, audit report, if applicable);
• supporting document regarding the source of the funds used to finance the investment;
• certified copies of income tax returns from the country of tax residence for the last three years for potential investors who are natural persons;
• supporting documents regarding the planned investment schedule, such as LoI, MoU and alike (optional);
• valid original criminal record certificates issued by the competent authority of the country of residence for each shareholder or partner who is a natural person, for the ultimate beneficial owners and, in the case of a legal person investor, for the members of its management bodies;
• partnership agreements, cooperation protocols, declarations or other relevant documents confirming concerted action (where applicable); and
• other additional documents arising from the investment project profile (where applicable or at the Council's discretion).

Additionally, from now on, all foreign-originated documents must be apostilled or super-legalised and translated into Romanian, with the translation duly legalised.

Effective date of an application

• The 45-calendar-day assessment term will begin only once the Council considers the application complete. If the application is incomplete, the Council's secretariat will, within five business days of receiving the application, request its completion, indicating the missing documents and information required for the investment review. The 45-day period will start from the date on which all the requested missing documents and information are received.

In-depth scrutiny in case of major risk to state security

• If, during the examination process or following inter-institutional consultations, the Council concludes that the planned investment and/or the potential investor poses a particular threat to state security, the Council will initiate an in-depth assessment of the prior request. This assessment will be carried out in cooperation with the competent national authorities. The Council is not obliged to inform the potential investor of the initiation of an in-depth assessment. The investor may be notified at a later stage, if and insofar as such information does not compromise the objectivity of the analysis during the data collection process.

Details of conditional approval of investment to be included in the Council's decision

• If the investment can only be approved with conditions, the Council shall include at least the following: (a) an exhaustive list of the conditions to be complied with; (b) the deadline for fulfilling the conditions, which may not exceed 90 calendar days from the date of notification of the decision; (c) where conditions, by their nature, require more than 90 days to fulfil, the Council may set a specific deadline, along with the manner in which these conditions must be fulfilled; and (d) a specification of the supporting documents confirming the fulfilment of each established condition.

Measures in case of refusal

• If the Council adopts a decision refusing approval – including where the potential investor has failed to submit the required documents and information or has not complied with the prescribed conditions – and the investments have been made without the Council's approval or in disregard of its requests, the following measures will apply: (a) an order to restore the situation to its state prior to the investment; (b) if the measures ordered are not implemented within the granted time limit, the Council may decide to suspend the economic activity, including: suspension of voting rights; suspension of the right to convene and hold the general meeting of shareholders or associates; suspension of the right to place items on the agenda; suspension of the right to propose candidates for members of the management bodies; suspension of the right to collect dividends or other income from the distribution of net profit; temporary suspension or withdrawal of issued permits; and adoption of any other measures necessary to enforce the Council's decisions and protect national security interests; (c) if the deadline for restoring the situation prior to the investment is not met, the investor may be fined in accordance with the FDI Law.

FDI screening realities

• The changes introduced by GD 437/2025 aim to streamline the FDI screening process in light of recent amendments to the FDI Law (see here). However, in practice, FDI screening in Moldova may become even more time- and resource-intensive. Experience shows that the 45-calendar-day deadline for obtaining approval is often exceeded in actual filings. We recommend carefully assessing transaction timelines and the potential ramifications for cross-border deals in view of these local Moldovan realities.

By Vladimir Iurkovski, Partner, Schoenherr