Foreign investment screening runs alongside merger control but asks a different question: whether the buyer's identity or the target's activity raises national security or public order concerns. Thresholds are low (often 10% to 25% of votes), there is usually no turnover test, and several regimes make an unapproved deal void or provisionally ineffective. The EU adopted a revised screening regulation in June 2026 that will require every Member State to screen deals in core sensitive sectors once it applies.
Mandatory regimes with low shareholding triggers
The UK National Security and Investment Act requires approval before completion of acquisitions of entities in 17 sensitive areas when a holding crosses 25%, 50% or 75%, whatever the acquirer's nationality, and a notifiable deal completed without approval is void. Once a notification is accepted the government has up to 30 working days to decide whether to call it in, and it can call in non-notified deals up to five years after completion. Germany reviews non-EU acquisitions at 10% of votes for the most sensitive categories, 20% for other listed categories and 25% for all other companies; a notifiable deal is provisionally ineffective until cleared. France requires prior authorisation for control acquisitions and, for non-EU and EEA investors, crossing 25% of votes in sensitive sectors, with fines up to twice the investment.
The UK announced in March 2026 that it will revise the mandatory sectors, but no amending regulations were in force when checked. The revised EU regulation, adopted on 8 June 2026 and expected to apply from January 2028, will make pre-closing screening compulsory across the EU for defence, critical technologies, critical infrastructure, raw materials, electoral and financial market infrastructure.1234567891011121314
United States, India, Saudi Arabia, Singapore and the UAE
In the United States, CFIUS filing is mainly voluntary at federal level, but a declaration is mandatory at least 30 days before completion for certain investments in critical technology, critical infrastructure or sensitive personal data businesses, including where a foreign government has a substantial interest in the investor. CFIUS has 30 days to assess a declaration.
India regulates foreign investment by sector: under the automatic route no prior approval is needed, while the government route needs prior approval, and any investor from, or beneficially owned from, a country sharing a land border with India must use the government route, including on a later transfer. Saudi Arabia's Investment Law requires foreign investors to register with the Ministry of Investment, and MISA approval is needed before a change in ownership of an investment in a restricted activity. Singapore's Significant Investments Review Act applies only to designated entities, with notification at 5% and approval at 12%, 25% and 50%. In the UAE mainland, foreign investors may own 100% of a commercial company except in activities with strategic impact.1516171819202122
| Market | Trigger | Effect of closing without approval | Source |
|---|---|---|---|
| United Kingdom | Over 25%, 50% or 75% in an entity in 17 sensitive areas (any acquirer) | Void; call-in up to 5 years for non-notified deals | GOV.UK NSI Act guidance |
| Germany | Non-EU acquirer at 10%, 20% or 25% depending on sector | Provisionally ineffective until clearance | AWV |
| France | Control, or non-EU/EEA investor crossing 25% (10% in listed companies) in sensitive activities | Fines up to twice the investment, 10% of turnover or EUR 5m | Direction générale du Trésor |
| United States (federal) | Mandatory CFIUS declaration for certain TID US business investments | Filing 30 days before completion | 31 CFR Part 800 |
| India (central) | Sector route; land-border country investors need government approval | Prior approval needed | Consolidated FDI Policy; Press Note 3 |
| Saudi Arabia | MISA registration; approval for ownership change in restricted activities | Approval needed before change | Investment Law; MISA |
| Singapore | Designated entities only: 5% notify, 12%/25%/50% approval | Approval needed | Significant Investments Review Act 2024 |
Decisions to make
- Is the target active in a sector on any country's sensitive list, judged on actual activities rather than its industry label?132389Mandatory filings in the UK, Germany and France turn on the target's activities, and completing without approval can void the deal or freeze it.
- Who is in the buyer's ownership chain, including funds, sovereign investors and limited partners?101815France counts every entity in the chain of control, India looks at beneficial ownership from land-border countries, and CFIUS mandatory filings can turn on foreign government interests.
- Does the deal cross a lower threshold than merger control, such as 10% or 25% of votes?271021Minority investments can trigger screening even when no competition filing is needed.
- Will the timetable be affected by the EU regulation or announced UK changes?61213Deals signing in 2027 and later may face new mandatory sectors; the EU regime is expected to apply from January 2028.
Documents usually needed
- Full ownership and control chart of the acquirer up to ultimate beneficial owners, including fund investors and government-linked holders
- Description of the target's products, customers, technologies and data held, mapped against each country's sensitive sector list
- Draft transaction documents with conditions precedent for each screening approval
- Mandatory notification forms (NSI, AWV, French Treasury, CFIUS declaration) and supporting information
- Registration with the Saudi Ministry of Investment where a foreign investor enters Saudi Arabia
Common mistakes
- Assuming domestic or allied-country acquirers are outside screening (the UK regime applies to UK acquirers too)
- Closing a German or UK deal before clearance on the basis that merger control is cleared
- Overlooking indirect acquisitions of subsidiaries in screening countries
- Missing that a later share transfer to a land-border-linked owner needs Indian government approval
- Treating announced reforms as already in force, or ignoring them when setting long-stop dates
Questions businesses ask
Does a UK buyer need an NSI filing?
Yes, if the target is active in one of the 17 sensitive areas and a trigger threshold is crossed. The regime applies regardless of the acquirer's nationality.12
What happens if we close a German deal while an investment review is running?
Where a notification obligation exists the completing transaction is provisionally ineffective, and the acquirer cannot exercise voting rights or receive security-relevant information until clearance.8
What this guide does not yet confirm
These points need checking with a qualified local professional before you rely on them.
- The UAE was not confirmed to operate a general foreign investment screening regime for acquisitions; strategic-impact activities and sector regulators may still require approval.
- The revised EU screening regulation's number and exact application date were taken from a law-firm briefing, not the Official Journal.
- The details of India's 2026 revision of Press Note 3 beyond the 10% non-controlling exception were not reviewed.
- CFIUS investigation-phase timing and penalties were not confirmed.
- Whether an asset acquisition (rather than shares) is caught varies by regime and was only partly confirmed.
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
Acquisitions of certain entities active in 17 sensitive areas of the economy, including defence, energy and transport, must be notified to and approved by the government before completion under the National Security and Investment Act 2021. Applies regardless of the acquirer's nationality, including UK acquirers. There is no turnover threshold.
Reused from gb-transactions-001.
Mandatory notification is triggered by acquiring shares or votes that take a holding from 25% or less to more than 25%, from 50% or less to more than 50%, or from less than 75% to 75% or more, or voting rights that allow the acquirer to secure or prevent any class of resolution. Material influence and acquisitions of assets (land, tangible movable property, intellectual property) are not mandatory but can be notified voluntarily or called in.
Reused from gb-transactions-002.
A notifiable acquisition completed without approval is void. Civil and criminal penalties can also apply; civil penalties of up to 5% of worldwide turnover or £10 million, whichever is greater.
Reused from gb-transactions-003.
Once a notification is accepted the government has up to 30 working days to decide whether to call it in; a called-in deal faces a 30 working day assessment period that can be extended by a further 45 working days and further by agreement.
Reused from gb-transactions-005.
The government can call in a non-notified acquisition for assessment up to 5 years after it took place, and within 6 months of becoming aware of it. Applies to qualifying acquisitions that were not notified.
Reused from gb-transactions-004.
Following consultation, the government announced on 12 March 2026 that it will change the mandatory sectors, including a new water sector, separate critical minerals and semiconductors schedules, and narrower artificial intelligence and communications definitions, by secondary legislation to be laid later in 2026. Not yet in force as checked: no amending regulations were found on legislation.gov.uk.
A title search of legislation.gov.uk for 2026 regulations on notifiable acquisitions returned no results on 18 October 2026; recheck before relying on the current 17-sector list. Reused from gb-transactions-006.
Under the Foreign Trade and Payments Ordinance (AWV), a non-EU acquirer's direct or indirect voting share in a German company triggers cross-sector investment review at 10% for the most sensitive categories in § 55a(1) nos. 1–7, 20% for categories nos. 8–27, and 25% for all other companies. Further acquisitions are reviewable when the holding reaches 20%, 25%, 40%, 50% or 75% (depending on category). Atypical control through board seats, vetoes or information rights is treated as reaching the threshold.
Reused from de-transactions-007.
While a notifiable foreign investment is under review, the completing transaction is provisionally ineffective, and the acquirer may not exercise voting rights or receive security-relevant company information until clearance. Applies where a notification obligation exists; the transaction becomes effective retroactively on clearance or expiry of the review periods.
Reused from de-transactions-011.
Foreign investments in sensitive sectors require prior authorisation from the Minister for the Economy under article L.151-3 of the Monetary and Financial Code, and authorisation is needed only if the investor, the type of transaction and the target's activity all meet the criteria. Sensitive activities cover national defence, public order and security, and activities essential to the country's interests, as listed in article R.151-3. Handled by the Direction générale du Trésor.
Reused from fr-transactions-006.
Screened transactions are acquiring control of a French entity, acquiring all or part of a branch of activity of a French entity, and, for investors from outside the EU and EEA only, crossing 25% of voting rights in a French entity or 10% of voting rights in a French company listed on a regulated market. Every person and entity in the investor's chain of control counts as an investor, including French nationals not tax-resident in France and French entities controlled by foreign persons (article R.151-1).
Page dated 30 December 2024. Reused from fr-transactions-007.
Completing a screened investment without authorisation can lead to a fine of up to the highest of twice the irregular investment, 10% of the target's turnover, or EUR 5 million for a legal entity (EUR 1 million for an individual). The Minister also has police powers, including orders to file or to restore the previous situation.
Reused from fr-transactions-009.
The Council of the EU formally adopted a revised foreign direct investment screening regulation on 8 June 2026; it enters into force 20 days after publication in the Official Journal and Member States then have 18 months to prepare, with application expected in January 2028. EU-wide. Announced but not yet applicable at 19 October 2026.
Secondary source; the Council press release and Official Journal text could not yet be checked. The regulation number and exact application date were not stated in the briefing.
The revised EU screening regulation requires every Member State to establish and operate a pre-closing national screening mechanism, with mandatory prior screening at least for defence and dual-use items, critical technologies, critical infrastructure, strategic raw materials, electoral infrastructure and financial market infrastructure. Member States set the local nexus for filings and may extend screening to further sectors. Applies once the regulation becomes applicable.
Secondary source; the Council press release and Official Journal text could not yet be checked. The regulation number and exact application date were not stated in the briefing.
In 2025 the French screening authority received 418 filings and granted 167 authorisations, 49% of them with conditions; the revised EU foreign investment screening regulation adopted in June 2026 will require adjustments to French rules before the end of 2026. Annual activity report for 2025.
Reused from fr-transactions-010.
A declaration to CFIUS is mandatory, at least 30 days before completion, where a foreign person acquires a substantial interest in a TID US business and a single foreign government has a substantial interest in that foreign person, or where a TID US business deals in critical technologies that would need a US export authorisation for the relevant foreign investors. Federal (31 CFR Part 800). TID means critical technology, critical infrastructure or sensitive personal data businesses. Exceptions include excepted investors and certain US-managed funds. A full notice may be filed instead of a declaration.
The eCFR is an authoritative but unofficial editorial compilation; the official text is the annual CFR edition and Federal Register. Reused from us-transactions-007.
CFIUS must complete its assessment of a declaration within 30 days of receiving it. Federal. At the end CFIUS may clear the transaction, request a notice, or state it cannot conclude action.
Regulatory text read on the Cornell Legal Information Institute reproduction of the Code of Federal Regulations; the eCFR at ecfr.gov is the government version. Possible outcomes are general knowledge, not quoted from the page. Reused from us-transactions-008.
Foreign investment under the automatic route does not need prior approval of the RBI or the central government, while investment under the government route needs prior government approval and must follow the conditions of that approval. Applies by sector under the Consolidated FDI Policy and the FEMA (Non-debt Instruments) Rules, 2019. Central rule.
The FAQ document is undated; it refers to the Consolidated FDI Policy Circular of 15 October 2020 as amended. Reused from in-establish-001.
An entity of a country sharing a land border with India, or an investment whose beneficial owner is linked to such a country, can invest only under the government route, and a later transfer that brings beneficial ownership within this category also needs government approval. Press Note 3 (2020 Series) dated 17 April 2020, as revised in 2026; subject to the 10% non-controlling exception in in-establish-004. Central rule.
The FAQ uses the 2020 wording (beneficial owner situated in or a citizen of such a country). Secondary sources report that Press Note 2 (2026 Series) dated 15 March 2026 removed the 'situated in' limb so the test now turns on citizens and entities of those countries; the official Press Note text could not yet be checked. Reused from in-establish-003.
The Investment Law repealed the Foreign Investment Law of 1421H (2000), guarantees equal treatment of local and foreign investors in similar circumstances, and requires a foreign investor to register with the Ministry of Investment (MISA) before investing. Approved by Council of Ministers Resolution No. 40 (16 July 2024) and in force 180 days after publication in the Official Gazette; the US State Department reports entry into force in February 2025. Investment in securities under the Capital Market Law is outside the registration requirement.
Re-checked on the official text (previously sourced to the US State Department). The February 2025 date is from the State Department; the Law itself states 180 days after publication. Reused from sa-transactions-001.
A foreign investor must obtain MISA's approval before engaging in an activity on the list of excluded activities, and before a change in ownership of an investment in a restricted activity. Activities on the list of excluded (prohibited or restricted) activities.
Reused from sa-transactions-g13.
For a designated entity under the Significant Investments Review Act 2024, a person must notify the Minister within 7 calendar days of becoming a 5% controller and must obtain the Minister's approval before becoming a 12%, 25% or 50% controller. These are default thresholds in the Act; the Minister can vary them for specific entities by subsidiary legislation. Separate approval obligations apply to disposals, acquisitions of a designated entity's business or undertaking, and appointments of key personnel.
Disposal, business-acquisition and key-personnel obligations are listed on the OSIR home page; their detailed thresholds could not yet be checked. Reused from sg-transactions-g04.
Foreign investors may own 100% of an onshore (mainland) commercial company, and the former requirement for a major Emirati shareholder or agent for commercial companies was removed. Mainland companies only. Activities designated by the Cabinet as having strategic impact are excluded and need separate approval (see ae-establish-005). Emirate economic departments publish the activities open to full foreign ownership.
The u.ae page describes the 2020 amending decree-law; the Commercial Companies Law now in force is Federal Decree-Law No. 32 of 2021 (see ae-establish-002), which carries the same position. Chambers Investing In 2026 (UAE chapter) also states that 100% foreign ownership of mainland companies has been permitted since 2 January 2022. Reused from ae-establish-001.
A non-EU acquirer must notify the Federal Ministry for Economic Affairs without undue delay after signing a contract to acquire a qualifying stake in a German company in one of the sensitive categories listed in § 55a(1) AWV (for example critical infrastructure, cloud services, AI, semiconductors, critical raw materials). Obligation lies with the direct acquirer. For public takeover offers, notification follows publication of the decision to make an offer. The ordinance text names the BMWK; the ministry is now the Bundesministerium für Wirtschaft und Energie.
Reused from de-transactions-008.
Questions on this topic
23 statements on foreign investment approval in deals
