What changed between the plenary report and the adopted text

Article 11 – paragraph 4: 4. Member States’ screening mechanisms shall give sufficient means to assess and give utmost consideration to other Member States’ comments and Commission opinions before a screening decision is taken. This includes having all necessary legal means and powers to consider concerns expressed or likely impacts identified by another Member State or the Commission in its screening decision or in any other relevant instrument at its disposal.

Article 11 – paragraph 5: 5. Member States shall ensure that their national laws allow compliance with the obligations set out in Article 7.

Article 11 – paragraph 7: 7. Where mitigating measures in a screening decision require compliance by undertakings established in more than one Member State, the Member States concerned shall cooperate with each other on the monitoring and enforcement of the screening decision. Member States shall ensure that they have all necessary legal means and powers to address effectively the consequences of non-compliance with the mitigating measures provided in a screening decision of another Member State or of the Commission.

Article 11 – paragraph 7 a (new): 7a. Where, following the adoption of a screening decision, a host Member State imposes penalties in accordance with Article 4(2), point (ha), it shall notify the Commission and the Member States that provided comments on the transaction within a reasonable timeframe.

Article 12 – paragraph 1 – introductory part: 1. Information received in accordance with the procedures set out in Articles 5, 7, 9 and 9a shall be used only for the purpose for which it was requested, unless:

Article 12 – paragraph 1 – point b: (b) the Court of Justice of the European Union or a court of the host Member State requests such information for the purpose of legal proceedings.

Article 12 – paragraph 4: deleted

Article 12 a (new): Article 12a / Secure and encrypted system and single portal / 1. The Commission shall establish and maintain a secure and encrypted system to facilitate the exchange of information between the contact points. All communications between Member States, as well as between Member States and the Commission under this Regulation, including notifications pursuant to Article 5 and comments and opinions pursuant to Article 7, shall be transmitted exclusively through that secure and encrypted system. / 2. As part of the secure and encrypted system, the Commission shall establish an online single portal for the electronic filing of foreign investments with screening authorities. That single portal shall be operational no later than ... [six months before the date of application of this Regulation]. It shall serve as the entry point for the screening of foreign investments. Member States shall use the single portal to receive filings and for other communications with applicants. / 3. Applicants and their legal representatives shall submit filings through an online form available on the single portal established pursuant to paragraph 2 of this Article. The form shall include the information required under Article 10(1). / 4. When submitting a filing, applicants shall select the Member States to which the filing is to be transmitted. Subsequent communications between the recipient Member State and the applicants shall be conducted through the single portal until the request for authorisati…

Article 12 b (new): Article 12b / Business intelligence capability / The Commission shall develop a business intelligence capability to support the Member States’ screening authorities in identifying potential risks to security and public order related to foreign investments, develop coordinated risk assessments and, in consultation with the Commission expert group on the screening of foreign investments, support a Union FDI capacity-building programme to identify and promote best practices and lessons learned, and offer common training programmes for officials of the Member States.

Article 13 – paragraph 2: 2. The Commission shall determine, for the purpose of issuing a duly motivated opinion pursuant to Article 7(2) or (3) or Article 9(7), or a decision pursuant to Article 7(9b) or (9c), whether it considers a foreign investment to be likely to negatively affect security or public order.

Article 13 – paragraph 3 – introductory part: 3. When determining whether a foreign investment is likely to negatively affect security or public order, the Member States or the Commission shall in particular consider whether the investment concerned is likely to negatively affect:

Article 13 – paragraph 3 – point a: (a) the security, integrity, functioning and resilience of critical infrastructure, including the land and property critical to the use of such critical infrastructure, whether physical or virtual; in that context, based on the information available, it shall also be assessed whether the foreign investment is likely to negatively affect the resilience of any of the critical entities they have identified under Directive (EU) 2022/2557 of the European Parliament and of the Council20 as well as entities in scope of Directive (EU) 2022/2555 of the European Parliament and of the Council21 . The results of the Union level coordinated security risk assessments, including those concerning critical supply chains carried out in accordance with Article 22(1) of Directive (EU) 2022/2555 shall be taken into account, covering both technical and non-technical risk factors;

Article 13 – paragraph 3 – point a a (new): (aa) the security of military facilities and other sensitive public facilities in the immediate geographical proximity of the Union target;

Article 13 – paragraph 3 – point a b (new): (ab) the security, integrity, functioning, operational stability and resilience of the internal market;

Article 13 – paragraph 3 – point b: (b) the availability and uptake of critical technologies, technology security and technology leakage;

Article 13 – paragraph 3 – point c: (c) the security and resilience of supply chains for critical inputs;

Article 13 – paragraph 3 – point c a (new): (ca) food security;

Article 13 – paragraph 3 – point c b (new): (cb) the capacity to avoid and address strategic dependencies;

Article 13 – paragraph 3 – point c c (new): (cc) the protection of the financial and economic stability of the Union;

Article 13 – paragraph 3 – point c d (new): (cd) the provision of essential services and services of general interest;

Article 13 – paragraph 3 – point d: (d) the protection of sensitive information, including personal data as defined in Article 4, point (1), of Regulation (EU) 2016/6791a, in particular with regard to the ability of the foreign investor to access, control, and otherwise process such information; / 1a Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1–88, ELI: http://data.europa.eu/eli/reg/2016/679/oj).

Article 13 – paragraph 3 – point d a (new): (da) the protection of intellectual property, knowledge or other intangible assets;

Article 13 – paragraph 3 – point e: (e) the freedom and pluralism of the media, including online and social media platforms that can be used for large scale disinformation or criminal activities, fundamental rights, civic discourse and electoral processes, as well as the neutrality, objectivity and pluralism of education; or

Article 13 – paragraph 3 – point e a (new): (ea) the likelihood of economic coercion by a third country falling within the scope of Article 2 of Regulation (EU) 2023/26751a. / 1a Regulation (EU) 2023/2675 of the European Parliament and of the Council of 22 November 2023 on the protection of the Union and its Member States from economic coercion by third countries (OJ L, 2023/2675, 7.12.2023, ELI: http://data.europa.eu/eli/reg/2023/2675/oj).

Article 13 – paragraph 4 – point -a (new): (-a) whether 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, such as golden shares;

Article 13 – paragraph 4 – point a: (a) whether 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 the foreign investor was involved in a foreign investment previously screened by a Member State or, where available, by a third country with an established foreign direct investment screening mechanism, with which the Union cooperates in investment screening matters and that was not authorised or was only authorised with conditions; to determine this, Member States and the Commission shall rely on information available to them, including the information contained in the secure database set up pursuant to Article 12a (6a);

Article 13 – paragraph 4 – point d: (d) whether the foreign investor or any of its subsidiaries has engaged in illegal or criminal activities, including money laundering and the circumvention of Union restrictive measures pursuant to Article 215 TFEU;

Article 13 – paragraph 4 – point e: (e) whether 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 the foreign investor is likely to pursue a third country’s policy objectives, support risks of violations of international law by a third country, or facilitate the development of a third country’s military capabilities;

Article 13 – paragraph 4 – point e a (new): (ea) whether the foreign investor is established in a third country subject to Union restrictive measures pursuant to Article 215 TFEU, in a jurisdiction identified as a third country with significant strategic deficiencies in its national AML/CFT regime in accordance with Article 29 of Regulation (EU) 2024/1624 of the European Parliament and of the Council, or in a country pursuing an aggressive civil-military fusion strategy;

Article 13 – paragraph 4 – point e b (new): (eb) whether the foreign investor or any of its subsidiaries is established in a third country whose legislation permits arbitrary access to company operations or data, including commercially sensitive information, and imposes obligations on companies to share information for intelligence purposes without democratic checks and balances, oversight mechanisms, due process, or the right to appeal to an independent court or tribunal.

Article 13 – paragraph 4 a (new): 4a. The Commission shall make available a risk evaluation form that may be used by Member States to assess the elements referred to in paragraphs 3 and 4.

Article 13 – paragraph 4 b (new): 4b. The Commission may carry out a risk assessment relating to a specific sector, critical technology, foreign investors or Union undertakings to inform screening decisions of the Member States. That risk assessment shall be made available in the secure database set up pursuant to Article 12a(6a) and shall be taken into account by Member States when determining whether an investment is likely to negatively affect security or public order.

Article 14 – title: Screening decisions on foreign investments

Article 14 – paragraph 1 – subparagraph 1 – introductory part: Where, taking into account the criteria laid down in Article 13 and, where applicable, in the light of comments provided by other Member States pursuant to Article 7(1) or Article 9(7), or an opinion provided by the Commission pursuant to Article 7(2) or (3) or Article 9(7), and without prejudice to the Commission’s power to adopt a decision pursuant to Article 7(9c), the host Member State concludes that the foreign investment is likely to negatively affect security or public order in one or more Member States, including where a project or programme of Union interest is concerned, it shall issue a screening decision to:

Article 14 – paragraph 1 – subparagraph 2: The screening decision shall comply with the principle of proportionality, be based on documented risks and take into consideration all circumstances of the foreign investment.

Article 14 – paragraph 2: 2. Where the host Member State concludes that the foreign investment is not likely to negatively affect security or public order or considers that other measures pursuant to Union or national law are available and appropriate to effectively address the foreign investment’s effect on security and public order, and except in cases where the Commission has taken a decision pursuant to Article 7(9c), the foreign investment shall be authorised without conditions.

Article 14 – paragraph 2 a (new): 2a. The mitigating measures referred to in paragraph 1, point (a), shall be sufficient to address the foreign investment’s effect on security and public order and shall comply with the principle of proportionality. Those measures may include: / (a) changes to the proposed governance structure of the target; / (b) modifications to the voting rights conferred on the investor; / (c) prevention of unauthorised access to sensitive technologies or information; / (d) commitments by the investor to ensure a specific supply and/or supply to a specific client; / (e) commitments by the investor to maintain or create local added value; / (f) commitments by the investor to address the risk of dependency, including the transfer of technologies and know-how; / (g) measures to ensure the continuation of business activities; / (h) requirements to source critical components from secure and reliable suppliers; / (i) implementation of cybersecurity protocols to protect against potential threats; / (j) the requirement for the foreign investor to establish a joint venture with a Union undertaking; / (k) an obligation to store and process specific data within the Union.

Article 14 a (new): Article 14a / Group of experts on the screening of foreign direct investment into the Union / 1. The group of experts on the screening of foreign direct investments into the Union, which provides advice and expertise to the Commission, shall continue to engage in discussions regarding foreign direct investment screening. It shall share best practices, lessons learnt, and exchange views on emerging trends and issues of common concern related to foreign direct investments. The Commission shall also seek the advice of that group on systemic matters concerning the implementation of this Regulation. That group shall meet on a regular basis to ensure ongoing dialogue and mutual learning. / 2. The discussions in that group shall be kept confidential.

Article 14 b (new): Article 14b / Public transparency requirements / 1. By ... [the date of entry into force of this Regulation] the Commission shall publish guidelines regarding the application of: / (a) the criteria for determining whether an investment enables effective participation in the management or control of a Union target pursuant to Article 2, point (1); / (b) the criteria for determining whether an undertaking is part of or participates in a project or programme of Union interest pursuant to Article 4(4), point (a); / (c) the criteria for determining whether an undertaking is economically active in one of the areas listed in Annex II pursuant to Article 2, point (9); / (d) the criteria for assessing potential risks to security and public order, including cross-border risks and those posed by greenfield investments, as set out in Article 13. / Before issuing the guidelines referred to in the first subparagraph, the Commission shall conduct appropriate consultations with stakeholders. The Commission shall regularly update those guidelines in light of the experience gained in implementing this Regulation. / 2. The Commission shall publish a list of all screening mechanisms established by the Member States. That list shall contain summary information on the respective scope and on the relevant procedural rules of each screening mechanism. It shall also contain a link to the screening authorities’ guidance referred to in paragraph 3 and the contact details of the contact point concerned.…

Article 15 – paragraph 1: Member States and the Commission may cooperate with the responsible authorities of third countries and engage through bilateral and multilateral platforms on issues relating to the screening of investments on grounds of security and public order. That cooperation may involve the exchange of information and best practices, as well as technical and capacity-building support. In the context of that cooperation, the Commission shall encourage the establishment of investment screening mechanisms by third countries, particularly those that are candidates for accession to the Union and countries in the Union’s neighbourhood.

Article 16 – paragraph 1 – introductory part: 1. By 31 March of each year beginning in [add date: first year of application], Member States shall report to the Commission, on a confidential basis, on their activities under their screening mechanism and under the cooperation mechanism for the preceding calendar year. This report shall contain:

Article 16 – paragraph 1 – point c: (c) the number of foreign investments prohibited, the number of foreign investments withdrawn or unwound;

Article 16 – paragraph 1 – point e: (e) information on the origin of the foreign investors and the sector of activity of the targets of the foreign investments screened, authorised without conditions, authorised with conditions, and foreign investments prohibited, respectively;

Article 16 – paragraph 1 – point e a (new): (ea) the average duration of investment screening procedures;

Article 16 – paragraph 1 – point f: (f) a description of the risks and vulnerabilities identified in the foreign investments that led to a screening decision;

Article 16 – paragraph 1 – point f a (new): (fa) the number of own initiative procedures opened pursuant to Article 9(1) and the number of instances where they resulted in the initiation of a screening procedure by the host Member State.

Article 16 – paragraph 1 a (new): 1a. By ... [1 January of the first year of application], the Commission shall adopt an implementing act pursuant to Article 21 setting out the form to be used for reporting the information referred to in paragraph 1 of this Article.

Article 16 – paragraph 2: 2. Based on the information received in accordance with paragraph 1, its implementation practice, and its assessment of trends and developments, the Commission shall provide an annual report on implementation of this Regulation to the European Parliament and to the Council by 30 September of each year beginning in ... [the first year of application of this Regulation]. That report shall be made public.

Article 16 – paragraph 2 a (new): 2a. The Commission’s annual report shall include an overview of the information referred to in paragraph 1 for each Member State, an assessment of the trends and figures on foreign investments into the Union, relevant legislative developments across Member States, international cooperation efforts, lessons learnt, and best practices to support the implementation of this Regulation.

Article 18 – paragraph 1: 1. The Commission shall 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. Member States shall be involved in this evaluation process and, if necessary, provide the Commission with additional information for the preparation of that report. That report shall include an analysis of the evolution of foreign investments into the Union as well as an assessment of the contribution of this Regulation to the economic security of the Union. It should include an assessment of whether the conditions set out in Article 4(4) and (4a) should be amended in order to ensure a consistent approach to the screening of foreign investments, taking into consideration the criteria set out in Article 13(3) and (4), including the security of military facilities and other sensitive public facilities. The report shall also assess the compliance costs faced by businesses.

Article 19 – paragraph 2 – introductory part: 2. The Commission is empowered to adopt delegated acts in accordance with Article 20 for the purposes of amending, where necessary, 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 to take account of changes in the circumstances relevant to the security or public order interests of the Union. In particular, these considerations shall include the following:

Article 19 – paragraph 2 – point b a (new): (ba) the results of relevant risk assessments undertaken by the Commission and Member States under the Union Economic Security Strategy;

Article 19 – paragraph 2 a (new): 2a. The first of the delegated acts referred to in paragraph 2 of this Article shall be adopted by ... [9 months from the date of entry into force of this Regulation] for the purpose of amending Annex II to further specify 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.

Article 20 – paragraph 2: 2. The power to adopt delegated acts referred to in Article 19 shall be conferred on the Commission for a period of five years from ... [the date of entry into force of this Regulation]. The Commission shall draw up a report in respect of the delegation of power no later than nine months before the end of the five-year period. The delegation of power shall be tacitly extended for periods of an identical duration, unless the European Parliament or Council opposes such extension no later than three months before the end of each period.

Article 21 – paragraph 1: deleted

Article 21 – paragraph 2: 2. Implementing acts referred to in Article 10(2), Article 12a(3), Article 12a(6) and Article 16(1a) shall be adopted in accordance with the advisory procedure referred to in Article 22(2).

Article 23 – paragraph 1: Regulation (EU) 2019/452 is repealed with effect from ... [12 months from the date of entry into force of this Regulation].

Article 24 – paragraph 2: It shall apply from ... [12 months from the date of entry into force of this Regulation].

Article 24 – paragraph 2 a (new): However, Article 19(2) and (2a) shall apply from ... [the date of entry into force of this Regulation]. / This Regulation shall apply regardless of whether the single portal referred to in Article 12a(2) is operational.