In July 2026, the Government of North Macedonia submitted to the Assembly a draft Law on Notification and Screening of Foreign Direct Investments. It is the country's first comprehensive FDI screening regime, designed to protect national security, public order and strategic interests, in line with the European screening framework of Regulation (EU) 2019/452. For foreign investors and for domestic companies working with foreign partners, this is a fundamental change: alongside the existing merger control of concentrations, transactions in sensitive sectors will face an additional regulatory filter. The draft is in parliamentary procedure and, if adopted, will apply 18 months after entry into force, giving investors and companies a transition period to prepare.
Which investments will be subject to screening?
Screening will be required for investments of at least EUR 50,000 through which a foreign investor acquires at least 10% of the share capital or voting rights in a company operating in one of the covered sectors. Below those two thresholds, the investment as a rule stays outside the regime. The scope is broad: critical infrastructure and strategically sensitive areas such as energy, transport, water, healthcare, communications, media, data processing and storage, financial and defence infrastructure, network and information systems, critical inputs and access to sensitive information. Sensitive and dual-use technologies are covered too, including artificial intelligence, cybersecurity and semiconductors. The draft also leaves room to extend screening to other sectors connected with projects or programmes of EU interest where the investment could affect national security.
How will the screening procedure work?
The process starts with a notification to the Ministry of Foreign Affairs and Foreign Trade, filed by the foreign investor or by the domestic target company. If the investment falls within the scope, a detailed application follows, covering the ownership and control structure, the ultimate investors and beneficial owners, the source of financing, the transaction structure and the potential impact on national security and strategic interests. The Ministry decides within 60 days of receiving the complete application, with a possible 30-day extension in exceptional circumstances. The final word rests with the Government, which may approve the investment, approve it subject to conditions designed to address the identified risks, or prohibit it.
| Screening outcome | What it means for the investor |
|---|---|
| Approval | The investment proceeds as structured |
| Conditional approval | Closing only subject to measures addressing the identified risks (restrictions, guarantees, undertakings) |
| Prohibition | The transaction may not be carried out in the proposed form |
Does the regime also cover completed investments?
Yes, and this is one of the most sensitive parts of the draft. The Ministry will be able to review, on its own initiative, investments that have already been completed if indications emerge of a threat to national security, public order or strategic interests. Where the investor did not hold prior consultations with the Ministry, such a review may be launched up to 5 years after the investment was completed. This means that existing foreign ownership structures in sensitive sectors are not entirely outside the future regime.
What happens if an investment is not notified?
Failure to notify, or failure to comply with a Government decision, carries serious consequences. The draft provides for fines of up to EUR 30,000 for the legal entity, depending on the misdemeanour and the size of the entity, accompanied by a possible temporary prohibition on performing a specific activity and, in certain cases, confiscation of the property gain obtained through the misdemeanour. Beyond the misdemeanour sanctions, the Government may prohibit further investment, restrict the exercise of ownership or voting rights or, where necessary, order divestment. For a transaction in progress, a wrong assessment of whether a filing is required can bring down the entire deal.
What should investors do already now?
The 18-month transition period is time for preparation, not for waiting. Investors and companies planning the sale of stakes in sensitive sectors should build the screening analysis into their transaction planning early on:
- assess whether the sector and the structure of the investment fall within the scope of the draft law;
- map the ownership chain and the beneficial owners up to the top level;
- determine which party files the notification and who bears the risk of the outcome;
- draft contractual clauses making closing conditional on the screening outcome (conditions precedent) and allocate the timelines;
- review existing foreign ownership structures in sensitive sectors, bearing in mind the possibility of a review going back up to 5 years.
This is exactly where preventive law proves its value: a timely regulatory assessment before signing is drastically cheaper than a prohibited transaction or one that has to be unwound.
Planning an investment or a sale of a stake in a sensitive sector?
Whether your transaction will require notification and screening depends on the sector, the value, the stake being acquired and the ownership structure of the investor. A wrong assessment in either direction is costly: you either build unnecessary delay into the transaction or remain exposed to fines and prohibition.
We provide assessments of the new regime's scope over specific transactions, preparation of the notification and contractual protection of the parties during the screening process.
Book a consultationRelated service: Foreign Investment
Source: North Macedonia Proposes New Foreign Direct Investment Screening Regime, Karanovic & Partners; Regulation (EU) 2019/452 establishing a framework for the screening of foreign direct investments into the Union.
This text provides general legal information and does not constitute legal advice for a specific case. For advice tailored to your situation, please consult an attorney.