David Kunák (White & Case) contributed to the development of this publication

In Slovakia, foreign investments are regulated by Act No. 497/2022 Coll., on the Screening of Foreign Investments, as amended (the FDI Act), which provides for complex regulation of foreign investment screening in Slovakia.

As outlined in the explanatory memorandum to the FDI Act, its main objective is to provide safeguards, and ensure the preservation of domestic and EU security and public order, while encouraging responsible foreign investments with no intention of restricting foreign investment in Slovakia.

The Slovak Ministry of Economy issues an annual summary report on the application of the FDI Act in June each year, covering detailed statistics for the preceding calendar year. Although the summary report for 2024 has not yet been published, there are no indications that would suggest any substantial changes compared to the 2023 statistics.

Summary of major changes in 2024

• The ministry received 11 applications for foreign investment screening with foreign investors from the following countries: Singapore and the UK (three each), Luxembourg (two), and Norway, Qatar, the UAE and Germany (one each).
• Six applications involved foreign investments in critical infrastructure, with an average processing time of approximately 95 days.
• Five proceedings concerned foreign investments outside the scope of critical infrastructure and were therefore initiated voluntarily by investors. The average duration of these proceedings was approximately 60 days.
• The ministry has not issued any blocking decisions, nor has it approved any investments subject to additional conditions.
• Telecommunications, healthcare, industrial activities and public transportation were the leading sectors for foreign investments subject to FDI screening.
• The ministry conducted two administrative on-site inspections to investigate potential violations of the FDI Act, resulting in no breaches of the legislation.
• Although it is difficult to refer to the decision-making practice of the ministry as "established," just two years since the FDI Act came into force, its objective of not restricting foreign investments in Slovakia appears to be satisfied. The ministry has not yet issued any blocking decisions or conditionally approve foreign investments, and its approach can be described as constructive and cooperative.

Who files?

Under the FDI Act, foreign investors including legal entities having their registered seat outside of the EU, and individuals who are not citizens of the EU, are responsible for applying for screening to the ministry.

Furthermore, under the FDI Act, EU citizens, as well as legal entities with their registered seat within the EU, are considered a foreign investor, and so responsible for filing, if they are controlled by or receive fundings from a non-EU government, or if they are being controlled by an entity from a third non-EU country.

Foreign investors are responsible for submitting the application for screening to the ministry if their intended investment falls within the scope of the foreign investment as defined by the FDI Act.

Foreign investment includes any investment, regardless of the applicability of Slovak laws, as long as it directly or indirectly enables the foreign investor to: acquire a Slovak target or key assets of a Slovak target; acquire effective participation (voting rights or registered capital) in a Slovak target (10 percent in a critical foreign investment and 25 percent in a non-critical foreign investment); increase effective participation in a Slovak target (to 20 percent, 33 percent or 50 per- cent in case of critical foreign investment, and to 50 percent in case of non-critical foreign investment); or exercise control over a Slovak target.

Types of deals reviewed

The FDI Act distinguishes between critical foreign investments (CFIs) and non-critical foreign investments (NCFIs). Each is subject to a different screening regime.

CFIs include transactions where the target companies operate in specific, sensitive sectors, such as: firearms manufacturers; entities active in military technology or materials research, development or innovation; dual-use item manufacturers or entities active in the research, development or innovation of dual-use items; entities active in the biotechnology sector; critical infrastructure operators, designated as such by the Slovak government; digital service providers; and providers of content-sharing platforms with an annual turnover exceeding €2 million.

Completion of a CFI is subject to receiving approval or conditional approval from the ministry, which forces a pre-closing screening in case of a mandatory CFI.

Even though NCFIs are not subject to mandatory pre-closing screening, for the sake of clarification, foreign investors are encouraged to voluntarily request assessment by the ministry before completing their investment.

Although no such proceedings appear to have been initiated yet, the Slovak government reserves the right to initiate ex officio proceedings on any foreign investment within two years from completion if there is a reasonable belief that a foreign investment had a negative impact when it was completed.

Scope of the review

The primary scope of the review is assessment of the potential negative impact of the foreign investment on the security and public order in Slovakia, or other EU Member States. Various other factors and aspects, including information concerning the Slovak target and the foreign investor, along with any entities controlling the foreign investor or those under the foreign investor's control, are also considered during the screening process.

During the FDI screening process, the ministry cooperates with other consulting authorities, such as other ministries, the National Intelligence Agency and the police force.

With respect to NCFIs, based on the request of the foreign investor, the ministry conducts an assessment of whether there is a risk of negative impact of the foreign investment. If no risk of negative impact has been identified, the ministry will issue a confirmation of that fact to the foreign investor and the Slovak target. However, if the ministry identifies a risk of negative impact, it can initiate a full-scope screening process of the NCFI as in the case of CFIs.

Failure to comply with obligations under the FDI Act may ultimately result in the ministry issuing a fine of up to the value of the foreign investment or up to 2 percent of the foreign investor's annual turnover, whichever is higher.

Review process timeline

The mandatory screening process will only commence once the ministry considers the screening application filed by the foreign investor to be complete. This means that the time period for issuing a decision does not run while the foreign investor or the Slovak target is supplementing or correcting information, documents or explanation requested by the ministry.

If no decision is issued by the ministry or the Slovak government within 130 days of the commencement of the mandatory screening procedure, the ministry will be deemed to have approved the CFI.

Should the ministry decide to reject the CFI, the Slovak government may veto this decision, ultimately approving the CFI.

In case of an NCFI, the assessment procedure takes up to 45 days. If the ministry does not initiate the full-scope screening procedure within 45 days from receiving the assessment request, it shall be deemed that no risk of negative impact of the NCFI has been identified.

How foreign investors can protect themselves

Considering that the average length of the screening proceedings is 60 days for NCFIs and 95 days for CFIs, foreign investors, particularly those investing in CFIs, should not underestimate the time aspect of the screening procedures. It should be expected that the ministry will most likely issue follow-up questions concerning the foreign investment.

Therefore, it is advisable for foreign investors to duly prepare for the process, monitor it closely and proactively communicate with the authorities to be able to better foresee and manage the entire screening process and its timing.

Additional useful information may be found at the ministry's website, where foreign investors have access to valuable and practical information about the FDI Act, screening procedure and the annual summary report on the application of the FDI Act, which are also published in English. Although the FDI Act does not explicitly provide for this option, the foreign investor may also informally consult with the ministry via an email to fdiscreening@mhsr.sk in order to obtain initial information about whether the contemplated foreign investment is subject to mandatory FDI screening.

_{White & Case means the international legal practice comprising White & Case LLP, a New York State registered limited liability partnership, White & Case LLP, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities.}

_{This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.}

_{© 2025 White & Case LLP}