Greece activates notification process for FDI screening | What you need to know

On 11 November 2025, the long-awaited Joint Ministerial Decision regarding the FDI filing procedure (“Procedural Decision”) was published on the Government Gazette (Decision No. 64260, G.G. 6009/B/11.11.2025), essentially kicking off the notification process for the FDI regime in Greece.

Following the enactment of Law 5202/2025 on 23 May 2025 regarding measures for the implementation of Regulation (EU) 2019/452 (“FDI Law” - see here for our previous newsletter), the Ministry of Foreign Affairs issued a formal announcement on 8 August 2025 (“Announcement”), providing clarifications on the scope of the FDI Law and confirming that the competent authority, i.e. Directorate B1 of the Greek Ministry of Foreign Affairs (“Directorate B1”), would not accept notifications until the issuance of the Procedural Decision.

The Procedural Decision has now been published and enters into force immediately, with the following key takeaways:

• the decision is effective from publication (11 November 2025) and Directorate B1 is now accepting notifications;

• notifications may be submitted before signing the investment agreement—investors can file an initial copy of an agreement, letter of intent or other document evidencing the investment plan, and subsequently submit the final investment agreement if signed during the review period;

• the notification may create a burdensome administrative process which entails both paper and digital submission, to be filed in person at the General Protocol of the Ministry of Foreign Affairs or sent by registered post; and

• extensive supporting documentation requirements, including Greek translations and apostille or consular certification for foreign documents.

Submission procedure (Article 1)

Under the Procedural Decision, the foreign investor or its legal representatives or duly authorised person must submit a notification file to the General Protocol of the Ministry of Foreign Affairs, including its application and supporting documents (in print and digital form), based on the templates provided in the Procedural Decision, where applicable. Submission may take place in person or by registered post. Both paper documents and a USB memory device must be submitted, and in case of any discrepancy between the two formats, the paper form takes precedence.

Documents to be necessarily included in the file and documentation requirements (Articles 2 and 3)

The Procedural Decision has finalised the list of documents that should necessarily accompany the submission of the file for review under the Greek FDI regime. As expected, several core and supporting documents are requested, which need to be translated and apostilled if issued abroad, or certified as applicable, consisting of the following in brief:

1. The application by the foreign investor in Greek and English based on the Procedural Decision’s template (“Application”).

2. A Formal Declaration regarding the screening of the foreign direct investment by the control mechanism of the FDI Law based on the Procedural Decision’s template (in Greek or English).

3. Copy of investment contract (or if not yet signed, agreement/letter of intent/other document certifying the investment plan), side letters, and any additional agreements concerning rights and obligations, including investment timetable.

4. Supporting documentation for the target undertaking (i) Recent commercial registry extracts (e.g. GEMI certificate) showing establishment, seat, business activity codes, representation and management, and statutory purpose and (ii) shareholding structure information.

5. Supporting documentation for the foreign investor: Authorisation documents for legal representatives or proxies; commercial registry extract and Articles of Association summary showing establishment, seat, business activity codes, representation and management; shareholding structure information and diagram showing companies in which the investor participates; last three published financial statements with Certified Auditors' Reports; UBO declaration in country of establishment or Greek UBO Register; CVs of main shareholders and management; and PEP declaration and declaration of non-involvement in terrorist activities (if the investor is a natural person, passport copy and CV may replace corporate documentation).

Requirements of the Application (Annex B)

The Procedural Decision includes the application form to be submitted (“Application”) in Greek and in English, which largely mirrors the standardised form that the European Commission has prepared for Regulation 2019/452, providing also additional explanatory guidance in Section 9 comprising detailed footnotes (i–xlviii) that assist investors in completing each field, providing interpretative clarifications on key concepts such as turnover calculation, "substantial participation" or "control", and examples of required information regarding economic activities, competitors and goods subject to export controls.

The Application requests information that is considered fairly straightforward, including identification and corporate details of the investor(s), ultimate beneficial owner(s), target undertaking and corporate group (Section 1); investment specifics such as value, completion date, funding sources and ownership stakes (Section 2); detailed information on both the target undertaking and the investor, covering economic activities, products/services, customers, competitors, intellectual property, EU operations, government funding and sanctions compliance (Sections 3 and 6). 

Notably, the Application, consistent with the European Commission's standardised form, includes a separate section dedicated to greenfield investments (Section 5), as well as a section requiring disclosure of parallel scrutiny proceedings in other jurisdictions based on EU or national rules, such as merger control or FDI screenings in other Member States (Section 7).

However, careful drafting should be ensured in certain cases, such as: (i) regarding the description of the investment and how it falls under the FDI regime, as well as the accompanying strategy behind it; or (ii) information regarding conferral of control, publication of the transaction etc. that may trigger other separate obligations, e.g. under merger control. Moreover, in certain cases the requested information is quite broad, such as reference to competitors on a national, EU and global level. Additionally, further clarifications may still be required, such as for example in identifying any meaningful differences between the information on the “global ultimate owner” and the “UBO” which are both distinctly required under the Greek FDI regime. 

All in all, the Procedural Decision finally allows for the (almost) full roll-out of the FDI screening regime in Greece. The final remaining element for the complete operationalisation of the regime is the adoption of a Joint Ministerial Decision regarding the fines’ regime, specifically concerning the designation of the competent authority responsible for collecting fines, the procedural framework for their imposition, and the collection method for any penalties imposed under the FDI Law.

Nevertheless, any transactions falling under the scope of the FDI Law will have to be notified from now on, requiring the submission of a substantial amount of documentation and information. Proper preparation of the investment’s Application and the overall file is crucial, in order to ensure that the screening is completed in a timely manner.

For further information please contact us at fdi@zeya.com.