Legal Bulletin - Competition Law - 17 March 2026
Government Emergency Ordinance No. 17 of 12 March 2026 (“GEO No. 17/2026”) was published in the Official Gazette No. 199 on 13 March 2026. It amends and supplements several legislative acts, including: (i) Government Emergency Ordinance No. 46/2022 on measures to implement Regulation (EU) 2019/452 of the European Parliament and of the Council of 19 March 2019 establishing a framework for the screening of foreign direct investments into the Union, and amending and supplementing Competition Law No. 21/1996 (“GEO No. 46/2022”); and (ii) Competition Law No. 21/1996 (the “Competition Law”).
The new enactment introduces several pivotal changes to the Competition Law and GEO No. 46/2022, as detailed below:
1. The examination fee is reduced from EUR 10,000 to EUR 5,000
GEO No. 17/2026 amends the provisions of the Competition Law regarding the examination fee under the investment regime established by GEO No. 46/2022. Thus, the examination fee (payable prior to submitting the application for examination) is reduced from EUR 10,000 to EUR 5,000. Furthermore, the NBR reference exchange rate for payment has been updated; specifically, the EUR/RON exchange rate on the day of payment shall be applied.
The examination fee may be refunded to the notifying party only if: (i) the conditions for examining the authorisation application are not met; and, following the amendment brought by this enactment, if (ii) the Commission for the Examination of Foreign Direct Investments (“CEISD”) issues its endorsement after the expiration of the statutory deadlines.
2. Increased materiality threshold triggering the notification obligation under GEO No. 46/2022
The materiality threshold regarding the investment value - one of the cumulative conditions triggering the notification obligation under GEO No. 46/2022 - has been increased from EUR 2,000,000 to EUR 5,000,000 calculated at the NBR exchange rate for the last day of the financial year preceding the year in which the transaction occurs.
However, foreign direct investments, new investments or investments from the European Union may still be subject to review under GEO No. 46/2022, even if they do not exceed the EUR 5,000,000 threshold, if:
a) by their nature or potential effects, relative to the criteria in Article 4 of Regulation (EU) 2019/452 of the European Parliament and of the Council of 19 March 2019 establishing a framework for the screening of foreign direct investments into the Union, they may impact or pose risks to national security or public order; or
b) they are likely to affect projects or programmes of interest to the European Union.
3. Single notification procedure for multiple transactions between the same parties within one year
The administrative burden is eased for transactions between the same parties carried out within a one-year period. Thus, if two or more transactions occur during the course of a year (i) between the same individuals/undertakings, concerning (ii) the same undertaking and (iii) involving similar or interdependent objects, the investor may submit a single notification under GEO No. 46/2022 covering all such transactions.
4. Aggregation of interdependent transactions carried out over the course of a year which, individually, fall below the threshold of EUR 5,000,000 and notification of such transactions once the materiality threshold is exceeded
If two or more interdependent transactions are carried out by/between the same natural and/or legal persons within a one-year period, they shall be considered a single investment. These are subject to notification under GEO No. 46/2022 once their cumulative value reaches EUR 5,000,000, even if individual transactions fall below the materiality threshold.
5. Conditional exemptions from the notification obligation for certain internal restructurings or reorganisations
GEO No. 17/2026 clarifies that restructuring or reorganisation operations by investors from the EU or from one of the states that have adhered to the Organisation for Economic Co-operation and Development Codes of Liberalisation of Capital Movements and Current Invisible Operations (the “OECD Codes”) are not subject to the notification obligation under GEO No. 46/2022, provided that:
a) they do not result in changes to effective control or ultimate beneficial ownership; and
b) the funding comes from intra-group resources or originates exclusively from the EU or from the states that have adhered to the aforementioned OECD Codes.
6. Amendment of GEO No. 46/2022 by introducing a new key concept, i.e. “sensitive sectors”
The amendments introduced by GEO No. 17/2026 extend the scope of foreign direct investments and EU investments to include transactions involving the acquisition of tangible and/or intangible assets in sensitive sectors. These sectors, where economic activity may affect national security or public order, include:
a) critical and advanced technologies: artificial intelligence, robotics, semiconductors and electronic components, cyber security, aerospace technologies, defence and national security technologies, energy storage technologies, quantum technologies, nuclear technologies, nanotechnologies, biotechnologies;
b) critical infrastructure: infrastructure in energy, transport, water, health, communications, data processing or storage, aerospace, defence, electoral or financial infrastructure, sensitive facilities, as well as land and real estate essential for the operation of such infrastructure;
c) pharma sector: research, development, production, distribution and supply of medicines, medical devices and active substances;
d) defence sector and defence industry: production, development, maintenance, repair, integration, testing or supply of equipment, technologies, systems, components, sub-assemblies and services intended for or used for military or dual-use purposes;
e) agri-food sector: domestic production and processing facilities, agricultural land, irrigation infrastructure, grain port terminals, silos and warehouses, gene banks, and fertiliser production technologies.
The introduction of this new concept of sensitive sectors does not affect the areas of interest concerning the application of GEO No. 46/2022 as set out in Article 2 of Decision No. 73/2012 of the Supreme Council for National Defence (the “CSAT Decision”), nor the provisions of Government Emergency Ordinance No. 98/2010 on the identification, designation and protection of critical infrastructure.
7. Procedural adjustments for analysis and authorisation of investments by the CEISD
GEO No. 17/2026 introduces several procedural adjustments:
• The deadline for responding to CEISD’s requests for clarification is extended from 15 to 30 calendar days, and may be further extended by 15 calendar days in duly justified cases. If the investor fails to respond within the statutory time limits (maximum 45 days), the procedure under GEO No. 46/2022 is closed, however the investor has the right to submit a new application if it intends to proceed with the investment.
• The timeframe for issuing the CEISD endorsement is reduced from 60 to 45 calendar days from the date the notification is declared complete.
• If the intervention of the CSAT is required, CSAT may initiate a detailed investigation, which however must be completed within 90 days, with a potential extension of up to 45 days.
• Unconditional authorisation of investments under GO 46/2022 will be issued via an authorisation order from the Prime Minister’s Office. Conditional authorisations or rejection decisions will continue to be issued by Government Decision.
8. Transitional provisions
Authorisation applications and procedures initiated prior to the entry into force of GEO No. 17/2026 shall continue to be processed and resolved in accordance with the legal framework applicable at the time of their submission or initiation, until the final administrative act is issued. The provisions of GEO No. 17/2026 apply exclusively to applications submitted after its entry into force.
9. Implementing rules
CEISD shall draw up implementing rules regarding the conditions, deadlines, and procedure for the examination of foreign direct investments, new investments and investments from the European Union, as well as the method for determining the investment value.