What changed between the plenary report and the adopted text

Recital 41: (41) Member States and the Commission should ensure the highest level of confidentiality of the information they provide or receive in application of this Regulation, in accordance with national and Union law. Where the unauthorised disclosure of information would cause varying degrees of prejudice to the interests of the European Union, or of one or more of the Member States, the originator of the information should classify the information in accordance with national and Union law. When responding to requests of access to documents handled in application of this Regulation, Member States and the Commission should coordinate and provide at least the level of protection of the protected interests available under Article 4 of Regulation (EC) 1049/20015 , with a view to safeguard the integrity of investigations. The Commission should take all necessary measures to ensure the protection of confidential information in compliance with, in particular, Commission Decision (EU, Euratom) 2015/4436 and Commission Decision (EU, Euratom) 2015/4447 . Similarly, Member States and the Commission should take all necessary measures to ensure compliance with the Agreement between the Member States of the European Union, meeting within the Council, regarding the protection of classified information exchanged in the interests of the Union8 . This includes, in particular, the obligation to maintain the confidentiality of classified information and not to downgrade or declassify such information w…

Recital 43: (43) The Commission should draw up an annual report on the implementation of this Regulation and submit it to the European Parliament and to the Council. For greater transparency, the report should be made public. The report should be based on, among other things, reports submitted by all Member States to the Commission on a confidential basis with due respect to the need to ensure the protection of the confidentiality of certain information, in particular where the publication of data could affect the security or public order of the Union or jeopardise commercial confidentiality. The report should include information on emerging trends and risk factors as well as updates on relevant legislative developments in the Member States.

Recital 44: (44) The Commission should evaluate the functioning and effectiveness of this Regulation 3 years after the date of application of this Regulation and every 5 years thereafter and present a report to the European Parliament and to the Council. That report should in particular include an assessment of the contribution of this Regulation to the economic security of the Union. It should include an assessment of whether or not this Regulation should be amended. Where the report proposes amending this Regulation, it may be accompanied by a legislative proposal.

Recital 46: (46) When a foreign investment constitutes a concentration falling within the scope of Council Regulation (EC) No 139/200412 , the application of this Regulation should be without prejudice to the application of Article 21(4) of Regulation (EC) No 139/2004. This Regulation and Article 21(4) of Regulation (EC) No 139/2004 should be applied consistently. To the extent that the respective scope of application of those two Regulations overlap, the grounds for screening set out in Article 1 of this Regulation and the notion of legitimate interests within the meaning of Article 21(4), third subparagraph, of Regulation (EC) No 139/2004 should be interpreted coherently, without prejudice to the assessment of the compatibility of the national measures aimed at protecting those interests with the general principles and other provisions of Union law.

Recital 49: (49) In order to take into account developments relating to projects or programmes of Union interest and to adapt the list of technologies, materials, assets, facilities, equipment, networks, systems, services and economic activities of particular importance for the security or public order interests of the Union, particularly in light of the risk assessments to be carried out under the Union’s Economic Security Strategy, the power to adopt acts in accordance with Article 290 TFEU should be delegated to the Commission in respect of amendments to the Annexes to this Regulation. The list of projects and programmes of Union interest set out in Annex I should cover projects or programmes covered by EU law which provide for the development, maintenance or acquisition of critical infrastructure, critical technologies or critical inputs which are essential for security or public order. The list of technologies, materials, assets, facilities, equipment, networks, systems, services and economic activities of particular importance for the security or public order interests of the Union set out in Annex II should include areas where a foreign investment may affect security or public order in more than one Member State or in the Union as a whole through a Union target, which does not participate in or receive funds from a project or programme of Union interest. The Commission should in particular update Annex I in the event of new projects or programmes of Union interest being establishe…

Recital 50: (50) In order to ensure uniform conditions for the implementation of this Regulation, in particular as regards the forms to be used to provide minimum information about foreign investments and to file requests for authorisation, implementing powers should be conferred on the Commission. Those powers should be exercised in accordance with Regulation (EU) No 182/2011 of the European Parliament and of the Council17 .

Recital 51: (51) Regulation (EU) 2019/452 should be repealed. In order to allow sufficient time for Member States and entities to prepare for the implementation, this Regulation should apply as of [add date: 12 months after entry into force]. It should be applicable regardless of the establishment of the single portal for filing requests for authorisation. In the transitional period between the entry into force and the application of this Regulation, Regulation (EU) 2019/452 should continue to apply,

Article 1 – paragraph 1: 1. This Regulation establishes a Union framework for the screening, by Member States, of foreign investments in their territory, on the grounds of security or public order, including economic security.

Article 1 – paragraph 2: 2. This Regulation establishes a cooperation mechanism to enable Member States and the Commission to exchange relevant information on foreign investments, assess their potential impact on security or public order, and identify and address potential concerns.

Article 1 – paragraph 3: 3. Member States may adopt or maintain in force national provisions in fields not covered by this Regulation, provided that such provisions do not undermine and are consistent with the objectives of this Regulation.

Article 1 – paragraph 5: 5. This Regulation is without prejudice to Member States’ obligations under the Treaties, in particular Articles 49 and 63 TFEU, and to their right to take measures which are justified on the ground of public policy or public security under Article 65 TFEU. Member States shall ensure that any measure taken in the framework of this Regulation complies with those obligations. This Regulation is without prejudice to the powers of the Commission under Article 258 TFEU to ensure compliance with Union law.

Article 1 – paragraph 5 a (new): 5a. Investments by virtue of a resolution tool and internal restructurings do not fall within the scope of this Regulation.

Article 2 – paragraph 1 – point 1: (1) ‘foreign investment’ means an investment of any kind, carried out either by a foreign investor itself or through a foreign investor’s subsidiary in the Union, aiming to establish or to maintain lasting and direct links between the foreign investor and a Union target, to which the foreign investor makes capital available in order to carry out an economic activity in a Member State, enabling effective participation in the management or control of that Union target;

Article 2 – paragraph 1 – point 1 a (new): (1a) ‘greenfield investment’ means a foreign investment carried out through the establishment of new facilities or of a new undertaking for the performance of a new economic activity in the Union;

Article 2 – paragraph 1 – point 1 b (new): (1b) ‘resolution tool’ means any resolution tool in accordance with Directive 2014/59/EU, Regulation (EU) No 806/2014, Regulation (EU) 2021/23, Regulation (EU) No 1093/2010 or Regulation (EU) No 648/2012;

Article 2 – paragraph 1 – point 1 c (new): (1c) ‘internal restructuring’ means changes in the effective participation in the management or control of a Union target that occur within a chain of ownership ultimately resulting in no change of ownership or control of the target;

Article 2 – paragraph 1 – point 2: deleted

Article 2 – paragraph 1 – point 3: deleted

Article 2 – paragraph 1 – point 7: (7) ‘foreign investor’s subsidiary in the Union’ means an undertaking established under the laws of a Member State, meeting the conditions set out in Article 22(1) of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 201318 , and directly or indirectly controlled by a foreign investor;

Article 2 – paragraph 1 – point 7 a (new): (7a) ‘beneficial owner’ means any natural person who ultimately owns or controls a legal entity or similar legal arrangement;

Article 2 – paragraph 1 – point 7 b (new): (7b) ‘opaque ownership structure’ means an arrangement in which the ownership or control of an entity is unclear, concealed or difficult to ascertain due to, inter alia, the use of complex legal structures, multiple layers of ownership, nominee shareholders, trusts, or other mechanisms that obscure the identity of the beneficial owner;

Article 2 – paragraph 1 – point 8: (8) ‘Union target’ means an undertaking established or to be established under the laws of a Member State;

Article 2 – paragraph 1 – point 9: (9) ‘Union target economically active in one of the areas listed in Annex II’ means an Union target active or intending to be active in the design, development, extraction, processing, production, recycling or supply of the technologies, materials, assets, facilities, equipment, networks, systems, services and economic activities listed in Annex II;

Article 2 – paragraph 1 – point 18: (18) ‘projects or programmes of Union interest’ means projects or programmes covered by Union law that provide for the development, maintenance or acquisition of critical infrastructure, critical technologies, critical and essential services or critical inputs which are essential for security or public order and are listed in Annex I;

Article 2 – paragraph 1 – point 18 a (new): (18a) ‘host Member State’ means the Member State in which a foreign investment is planned or completed;

Article 2 – paragraph 1 – point 23 a (new): (23a) ‘critical infrastructure’ means an asset, a facility, equipment, a network or a system, or a part of an asset, a facility, equipment, a network or a system, which is necessary for the provision of an essential service;

Article 3 – paragraph 2: 2. Member States shall ensure that the screening mechanism referred to in paragraph 1 applies at least to investments subject to an authorisation requirement pursuant to Article 4(4) and (4a).

Article 3 – paragraph 3: 3. Each Member State shall notify to the Commission the measures adopted pursuant to paragraph 1 no later than ... [12 months from the date of entry into force of this Regulation]. Member States shall thereafter notify the Commission of any amendment to their screening mechanism within 30 days of the adoption of the amendment.

Article 3 – paragraph 4: 4. The Commission shall make publicly available a list of Member States’ screening mechanisms no later than 3 months after having received all the notifications referred to in paragraph 3 or by ... [15 months from the date of entry into force of this Regulation], whichever occurs first. The Commission shall keep that list up to date.

Article 4 – paragraph 2 – point a: (a) adequate procedures and resources shall be provided for the screening authority to determine whether it has jurisdiction over a foreign investment filed for authorisation. The screening shall comprise an initial review of no more than 35 calendar days following the receipt of the complete request for authorisation, followed by, where necessary, an in-depth investigation to determine whether that foreign investment is likely to negatively affect security or public order, taking into account at least the criteria laid down in Article 13. The purpose of the in-depth investigation shall be, in particular, to determine whether a screening decision as referred to in Article 14(1) is appropriate and to determine its content;

Article 4 – paragraph 2 – point a a (new): (aa) the screening authority shall be empowered to screen greenfield investments;

Article 4 – paragraph 2 – point b: (b) the screening authority shall monitor and ensure compliance with the screening mechanism and screening decisions. In particular, it shall put in place adequate procedures and resources to identify, address and prevent circumvention of the screening mechanism and screening decisions;

Article 4 – paragraph 2 – point c: (c) the screening authority shall be empowered to start screening foreign investments by its own initiative within 15 months of the completion of a foreign investment that is not subject to an authorisation requirement where the screening authority has grounds to consider that the foreign investment may affect security or public order;

Article 4 – paragraph 2 – point d: (d) confidential information made available to the Member State carrying out the screening, including commercially sensitive information and information designated as confidential by the undertakings concerned, shall be protected;

Article 4 – paragraph 2 – point e: (e) foreign investors, foreign investors’ subsidiaries in the Union through which the foreign investment is carried out and undertakings concerned by a screening decision shall have the possibility to seek judicial recourse against that screening decision in a timely and effective manner;

Article 4 – paragraph 2 – point f: (f) an annual report shall be made public, and shall include information on relevant legislative developments in the Member State and aggregate and anonymised data on the investments screened, including the outcome of screening decisions, nationalities, or country of establishment as the case may be, of parties to the investments notified to the screening authority, and the economic sectors in which those transactions took place, as well as the projects or programmes of Union interest concerned, where applicable;

Article 4 – paragraph 2 – point g: (g) foreign investments subject to an authorisation requirement as referred to in paragraphs 4 and 4a shall be filed by the applicant requesting authorisation with the screening authority and shall be screened before the foreign investment is completed;

Article 4 – paragraph 2 – point g a (new): (ga) Member States shall implement standardised procedural milestones and structured communication points with applicants throughout the process, including formal acknowledgment of complete filing within 5 working days and informing the undertakings concerned where the screening authority decides to open an in-depth investigation;

Article 4 – paragraph 2 – point h: (h) the screening authority shall be empowered to impose mitigating measures, prohibit, or unwind foreign investments subject to an authorisation requirement as referred to in paragraphs 4 or 4a that were not filed or that were filed after completion and, where applicable, address effectively the consequences of non-compliance with the mitigating measures;

Article 4 – paragraph 2 – point h a (new): (ha) screening authorities shall be empowered to impose effective, proportionate and dissuasive penalties on foreign investors who fail to request an authorisation where required to do so, fail to comply with mitigating measures, or attempt to otherwise circumvent the screening mechanism or screening decisions. Penalties shall reflect the scale and nature of the violation;

Article 4 – paragraph 2 – point h b (new): (hb) the screening authority shall put in place adequate procedures and secure channels to receive information on foreign investments from civil society organisations, economic operators, and social partners;

Article 4 – paragraph 3: 3. Before taking a decision to authorise a foreign investment subject to mitigating measures or to prohibit a foreign investment, Member States shall inform the applicant requesting an authorisation and state the reasons on which they intend to take their decision, subject to the protection of information the disclosure of which would be contrary to the security or public order interests of the EU or one or more of the Member States and without prejudice to Union and national law concerning the protection of confidential information. Member States shall give the foreign investor the opportunity to make their views known and shall take that input into account before transmitting their draft decision pursuant to Article 7(8).

Article 4 – paragraph 4 a (new): 4a. Member States shall also ensure that their screening mechanisms impose an authorisation requirement for greenfield foreign investments where: / (a) the conditions set out in point (a) or point (b) of paragraph 4 of this Article are met; / (b) the investor meets one or more of the conditions set out in Article 5(1), point (b), points (i) to (iii); and / (c) the value of the transaction is at least EUR 250 million.

Article 5 – paragraph 1 – introductory part: 1. Member States shall notify the Commission and the other Member States through the cooperation mechanism of any foreign investment in a Union target in their territory that:

Article 5 – paragraph 1 – point a: (a) meets the conditions set out in Article 4(4), point (a), or Article 4(4a); or

Article 5 – paragraph 1 – point b – point i: (i) the foreign investor or the foreign investor’s subsidiary in the Union is directly or indirectly controlled, by the government, including state bodies, regional or local authorities or armed forces, of a third country, including through ownership structure, significant funding, special rights or state-appointed directors or managers, or other features aimed at influencing management decisions;

Article 5 – paragraph 1 – point b – point ii: (ii) the foreign investor, a natural person or entity controlling the foreign investor, the beneficial owner of the foreign investor, any of the subsidiaries of the foreign investor, or any other party owned or controlled by, or acting on behalf or at the direction of, such a foreign investor is subject to Union restrictive measures pursuant to Article 215 TFEU;

Article 5 – paragraph 1 – point b – point iii: (iii) the foreign investor or any of its subsidiaries was involved in a foreign investment previously screened by a Member State that was not authorised or only authorised with conditions; to determine this, the notifying Member State shall rely on information available to them, including the information contained in the secure database set up pursuant to Article 7(10) and information provided by the foreign investor on this matter; or

Article 5 – paragraph 1 – point b – point iii a (new): (iiia) the ownership structure of the investor is opaque.

Article 5 – paragraph 2: 2. Member States shall notify the Commission and the other Member States of any foreign investment in their territory that has not been notified pursuant to paragraph 1, where they initiate an in-depth investigation under their screening procedures.

Article 5 – paragraph 2 a (new): 2a. Member States shall notify, at the earliest possible time, the Commission and the other Member States of any foreign investment in their territory where, in exceptional cases, they intend to impose a mitigating measure or to prohibit the transaction without an in-depth investigation.

Article 5 – paragraph 3 – subparagraph 1: Member States shall notify any foreign investment that does not meet the conditions set out in paragraphs 1 and 2 if the host Member State considers that a foreign investment could be of interest to the other Member States and the Commission from a security or public order perspective, including where the Union target has significant operations in other Member States, or belongs to a corporate group that has several companies in different Member States which are economically active in one of the areas listed in Annex II.

Article 5 – paragraph 3 – subparagraph 2: deleted

Article 6 – paragraph 1 – introductory part: 1. Member States shall ensure that a notification pursuant to Article 5 contains the information referred to in Article 10(1) and is sent to the Commission and other Member States:

Article 6 – paragraph 1 – point a: (a) within 15 calendar days of receiving the complete request for authorisation for foreign investments meeting any of the conditions set out in Article 5(1), (2a) or (3);

Article 6 – paragraph 1 – point b: (b) within 5 calendar days of initiating an in-depth investigation for foreign investments meeting the conditions set out in Article 5(2).

Article 6 – paragraph 2: deleted / (deleted) / (deleted) / (deleted) / (deleted)

Article 6 a (new): Article 6a / Specific rules applicable to multi-country transactions / 1. Applicants requesting an authorisation for an investment in several Member States shall file their requests for authorisation in all relevant Member States within 3 calendar days of the first request for authorisation, and each request for authorisation shall make reference to the other requests. / 2. Where a Member State receives a request for authorisation as referred to in paragraph 1, it shall coordinate with the other Member States concerned and the Commission, inter alia to determine whether the investment is notifiable. / 3. If the requests for authorisation concern a foreign investment meeting any of the conditions set out in Article 5(1), the Member States concerned shall send their notifications to the cooperation mechanism within 3 calendar days of the first request for authorisation and within the deadline laid down in Article 6, point (a). / 4. If the requests for authorisation concern a foreign investment meeting the conditions set out in Article 5(2), the Member States concerned shall endeavour to send their notifications to the cooperation mechanism within a limited timeframe and within the deadline laid down in Article 6(1), point (b). / 5. The Member States concerned shall coordinate closely throughout the procedure. In particular, they shall endeavour to align the timelines of their respective screening procedures and to ensure that their respective screening decisions are compatible …

Article 7 – title: Comments by Member States and opinions and decisions by the Commission on notified foreign investments