This article provides an up-to-date overview of the currently existing FDI regimes in Slovenia.
Act Determining the Intervention Measures to Mitigate and Remedy the Consequences of the COVID-19 Epidemic (Zakon o interventnih ukrepih za omilitev in odpravo posledic epidemije COVID-19; "ZIUOOPE"), Official Gazette of the Republic of Slovenia, No. 80/20.
EU FDI Screening Regulation (Regulation (EU) 2019/452), OJ L 79I, 21 March 2019.
ZIUOOPE was published in the Official Gazette of the Republic of Slovenia on 30 May 2020 and came into force one day later. FDI screening provisions will be in force until 30 June 2023 (Slovenia introduces foreign investments screening rules).
Currently, the FDI Commission (a special body within the Ministry of Economic Development and Technology) is working on a new draft law that will establish a permanent legal basis for FDI screening.
The notification obligation under ZIUOOPE is triggered if a foreign investor (i.e. non-Slovenian individual/entity) intends to carry out or has carried out a foreign direct investment (i.e. merger or acquisition of an undertaking, investment in tangible and intangible assets, acquisition of the right to dispose of land and real estate essential to critical infrastructure / located near such infrastructure), which aims to establish or to maintain lasting and direct links between the foreign investor and an undertaking active in a sector affecting the security and public order of Slovenia and is seated in Slovenia, and the investment concerns at least 10 % of the capital or voting rights.
Relevant sectors include:
- critical infrastructure (such as energy, transport, water, health, communications, media, data processing or storage, aerospace, defence, electoral or financial infrastructure, and sensitive facilities, as well as land and real estate crucial for the use of such infrastructure or land and real estate located near such infrastructure);
- critical technologies and dual-use items (such as artificial intelligence, robotics, semiconductors, cybersecurity, aerospace, defence, energy storage, quantum and nuclear technologies, nanotechnologies, biotechnologies as well as health, medical and pharmaceutical technology);
- supply of critical inputs (such as energy or raw materials, food security as well as medical and protective equipment);
- access to sensitive information (such as personal data or the ability to control such information);
- the freedom and pluralism of the media; and
- projects or programmes of EU interest as listed in Annex 1 of Regulation (EU) 2019/452.
Process and timetable
Competent authority: Ministry of Economic Development and Technology
Mandatory filing requirement: Yes Filing deadline: 15 days from:
- the conclusion of a share purchase agreement or a public takeover bid (merger or acquisition of an undertaking);
- the establishment of a corporate entity in Slovenia (investment in tangible or intangible assets);
- the conclusion of an agreement (acquisition of the right to dispose of land and real estate essential to critical infrastructure / located near such infrastructure).
The FDI Commission also confirmed in its decisions that it is possible to file the notification early and obtain clearance upfront, prior to the occurrence of any filing triggers (e.g. in case of stock exchange acquisitions).
Responsibility for filing:
- the foreign investor, target company or acquired company (merger or acquisition of an undertaking);
- the foreign investor or its Slovenian subsidiary (investment in tangible or intangible assets or acquisition of the right
to dispose of land and real estate essential to critical infrastructure / located near such infrastructure).
Standstill requirement: No
Sanctions: Failure to notify a foreign direct investment is subject to monetary penalties.
Length of the proceedings:
Two months from filing of the notification with the Ministry (a special FDI Commission will decide whether an in-depth screening is to be carried out once the notification is filed with the Ministry). The Ministry can initiate the screening within five years after the contract has been concluded.
By Eva Skufca, Local Partner in cooperation with Schoenherr