FDI Screening in North Macedonia: What Foreign Investors Need to Know (2026)

The Law on Notification and Screening of Foreign Direct Investments was adopted on 7 October 2026 and published in Official Gazette No. 240 on 13 October 2026. It enters into force on 21 October 2026 and aligns North Macedonia with the EU FDI Screening Regulation (EU) 2019/452.

The introduction of FDI screening adds a new regulatory dimension to foreign investment in North Macedonia. Investors considering acquisitions, capital contributions or other transactions involving Macedonian companies should assess whether the proposed investment falls within the scope of the new legislation. This assessment forms part of the broader legal considerations involved in business and corporate law in North Macedonia, particularly when structuring cross-border investments and corporate transactions.

A New Screening Regime, with Delayed Application

Article 38 distinguishes entry into force from application: the law enters into force on 21 October 2026 but the notification obligation does not apply to foreign investments completed before the end of the 18-month transition period, meaning the screening procedure will be fully operational from 21 April 2028. The law ceases to apply on North Macedonia’s accession to the EU.

Which Investments May Require Screening?

Under Articles 3 and 8, the regime addresses direct and indirect foreign investment reaching or exceeding certain thresholds. An investment is subject to notification where:

the foreign investor acquires at least 10% of the voting rights or share capital in a Macedonian legal entity; and

the value of the investment is at least EUR 50,000.

Relevant areas under Article 8 include:

• military goods and related activities;
• critical infrastructure — energy, transport, water, health, communications, data, finance and space;
• network and information-system security operators;
• sensitive and dual-use technologies;
• critical inputs and food security;
• access to sensitive information; and
• specified media and electronic communications activities.

Article 8(2) also provides for screening in other sectors linked to designated EU-interest projects, as specified by the Government.

A foreign investor includes a foreign national or foreign-registered legal entity, including a Macedonian company ultimately controlled by a foreign person. The law therefore applies to indirect acquisitions and restructurings that result in a foreign person acquiring the relevant stake in a Macedonian entity.

How the Procedure Works

The regime has two distinct stages:

1. Initial notification and preliminary assessment (Articles 9–10): the investor or Macedonian company must submit a preliminary notification to the Ministry of Foreign Affairs and Foreign Trade. The Ministry carries out a preliminary assessment to determine whether a full screening is required.
2. Application for consent and screening (Articles 11–14): if the Ministry determines that screening is required, the investor submits a formal application. The Ministry reviews the investment and prepares a proposal for the Government, which makes the final decision.

The application may require information on ownership and ultimate investors, beneficial owners, source of financing, and the nature of activities in the sensitive sector.

Under Article 14(5), detailed screening ordinarily lasts no more than 60 days from the date the application is considered complete, extendable to 90 days. The Ministry’s overall process must be completed within 90 days of receipt of a complete application, extendable to 120 days in exceptional circumstances.

Identifying a potential FDI notification requirement at an early stage is essential for transaction planning. As part of legal due diligence in North Macedonia, investors should examine the target company’s activities, ownership structure, relevant regulatory exposure and whether the proposed investment meets the statutory screening criteria. Where notification is required, the anticipated review period should be reflected in the transaction timetable and relevant contractual arrangements.

Possible Decisions and Enforcement

Under Article 18, the Government may approve an investment, approve it subject to protective measures, or refuse it. Where a prohibited investment has already been completed, the Government may order divestment as a last resort.

Article 33 provides graduated penalties:

• Failure to notify or submission of inaccurate or incomplete information: EUR 2,000–10,000;
• Carrying out an investment before required approval, breaching approval conditions and similar violations: EUR 10,000–30,000;

Separate penalties may apply to responsible persons and individuals.

These rules must be read in light of the deferred application date of 21 April 2028.

Ex Officio Review and Subsequent Changes

The law allows the Ministry to examine certain completed investments outside the principal notification procedure. Under Article 21, where an investment that would have required notification was completed without notification, or where the Government was not competent to decide at the time, the Ministry may initiate review within five years of the completion of the investment.

Changes in the ownership or control of a foreign investor can also trigger notification obligations. Parties to transactions involving Macedonian companies in sensitive sectors should monitor whether post-closing restructurings could independently engage the screening regime.

Practical Implications for M&A and Foreign Investment

A proposed acquisition should be assessed early in legal due diligence, particularly where the target operates in a sensitive sector under Article 8. Early identification allows the notification requirement to be structured as a condition precedent and avoids delays late in the process.

For investors involved in mergers and acquisitions in North Macedonia, FDI screening should be considered alongside other applicable regulatory requirements, including merger control and sector-specific approvals. Where applicable, obtaining FDI clearance should be addressed in the transaction documents, particularly through appropriate conditions precedent, cooperation obligations and long-stop dates. Investors should also consider the possibility of conditional approval and its implications for the transaction structure and post-closing operations.

Illustrative Transaction

A foreign investor proposes to acquire 30% of a Macedonian company for EUR 500,000. The company operates a data centre. Both the 10% threshold and the EUR 50,000 value threshold are met, and the activity falls within critical infrastructure. The investor must submit a preliminary notification to the Ministry of Foreign Affairs and Foreign Trade before closing. If the Ministry concludes that screening is required, a formal application follows. The Government’s decision — approval, conditional approval or refusal — must be obtained before the investment is completed. The process should be built into the transaction timetable as a condition precedent with an appropriate long-stop date.

Frequently Asked Questions

Does the law require notification for transactions closing in October 2026?

The law enters into force on 21 October 2026 but, under Article 38, starts to apply to investments completed on or after 21 April 2028. Transactions closing before that date are not subject to mandatory notification, although the Government’s five-year ex officio review power under Article 21 applies from the date of entry into force.

Does every acquisition of 10% or more require approval?

No. The investment amount and the nature of the target’s activities also matter, as described in Article 8. Both the 10% / EUR 50,000 threshold and the sensitive-sector requirement must be met for mandatory notification to apply.

Is a 9% acquisition automatically outside all review?

Not necessarily. Although a straightforward 9% acquisition may fall below the principal notification threshold, the Government retains the power to initiate ex officio review under Article 21 within five years of completion for investments that could affect national security or public order.

Can the screening procedure be completed within 90 days?

Article 14 sets a 90-day maximum, extendable to 120 days exceptionally, for the Ministry to complete its process from receipt of a complete application. The Government then takes the decision. Parties should build an appropriate buffer into the transaction timetable.

What happens if the Government refuses approval?

A refusal prevents a covered investment from proceeding lawfully. Government decisions are administrative acts and may be challenged through administrative proceedings. Where a transaction has already closed, refusal can lead to an order for divestment. 

 Last updated: October 2026

Note: The above does not constitute legal advice and in no way can be accepted or understood as an instruction to act in a specific case. Each legal situation has its own characteristics that should be reviewed at separately, and for that reason we recommend that you contact a professional – a lawyer – for legal advice.