Overview
North Macedonia is preparing to introduce its first comprehensive foreign direct investment (“FDI”) screening regime. In July 2026, the Government of North Macedonia (“Government”) submitted the proposed Law on Notification and Screening of Foreign Direct Investments (“Draft Law”) to the Assembly of North Macedonia. The Draft Law aims to protect national security, public order and the country’s strategic interests, while bringing the domestic framework closer to the EU FDI screening regime[1].
If adopted, the Draft Law will introduce a new regulatory clearance requirement that foreign investors will need to consider when planning investments in North Macedonia.
Scope of the New Screening Regime
Under the Draft Law, certain foreign investments in North Macedonia will require prior Government approval. This would generally apply to investments of at least EUR 50,000 through which a foreign investor acquires at least 10% of the share capital and/or voting rights in a company operating in one of the sectors covered by the Draft Law.
The Draft Law covers a broad range of sensitive sectors. It covers investments in critical infrastructure and strategically sensitive areas, including energy, transport, water, healthcare, communications, media, data processing and storage, financial and defence infrastructure, as well as network and information systems, critical inputs and access to sensitive information. It also captures sensitive and dual-use technologies, including artificial intelligence, cybersecurity and semiconductors.
The Draft Law may also extend screening to investments in other sectors and activities connected to projects or programmes of EU interest where such investments could affect national security, public order or the strategic interests of North Macedonia.
Notification and Screening Process
The foreign investor or the target company in North Macedonia would first notify the Ministry of Foreign Affairs and Foreign Trade (“MFA”) of the proposed investment. If the investment requires screening, the investor would then submit a detailed application covering, among other matters, its ownership and control structure, ultimate investors and beneficial owners, source of financing, transaction structure and the potential impact of the investment on national security and strategic interests.
The screening procedure may take up to 60 days from receipt of the complete application, with a possible 30-day extension in exceptional circumstances. Following the review, the Government may: (i) approve the investment; (ii) approve it subject to conditions intended to address identified risks; or (iii) prohibit it.
The Draft Law would not apply only to new investments. The MFA could also review certain completed investments on its own initiative if it identifies indications of a threat to national security, public order or strategic interests. If the investor did not undertake prior consultations with the MFA, such a review may be initiated up to 5 years after completion of the investment.
Non-compliance may have significant consequences. Depending on the misdemeanour and size of the legal entity, the entity may be fined up to EUR 30,000. Certain misdemeanours may also result in a temporary prohibition on performing a specific activity and, in some cases, confiscation of the property obtained through the misdemeanour. Separately, where an investment was not notified accordingly, or a Government decision was not complied with, the Government may prohibit further investment, restrict the exercise of ownership or voting rights, or, where necessary, order divestment.
Key Considerations for Investors
FDI screening will need to become part of the regulatory analysis at an early stage of transactions involving companies in North Macedonia, alongside merger control and any other sector-specific approvals. Transaction parties should determine early whether a filing is required, establish which party will be responsible for obtaining clearance and reflect the screening timetable in transaction documents, including through appropriate conditions precedent. This will be particularly important for transactions involving sensitive sectors or complex ownership structures.
If adopted, the Draft Law will apply 18 months after its entry into force, giving investors and companies a transition period to prepare for the new screening regime.
Frequently Asked Questions (FAQ)
1. Which investments will be subject to the proposed FDI screening regime?
The regime would generally apply to foreign investments of at least EUR 50,000 through which a foreign investor acquires at least 10% of the share capital and/or voting rights in a company operating in a sector covered by the Draft Law.
2. Which sectors are covered by the Draft Law?
The Draft Law covers a broad range of sensitive sectors, including energy, transport, water, healthcare, communications, media, data processing and storage, financial and defence infrastructure, network and information systems, critical inputs and access to sensitive information, as well as sensitive and dual-use technologies such as artificial intelligence, cybersecurity and semiconductors.
3. How will the screening process work?
The investor or target company would first notify the Ministry of Foreign Affairs and Foreign Trade. Where screening is required, the investor would submit detailed information on its ownership and control structure, beneficial owners, financing and transactions. The procedure may take up to 60 days, with a possible 30-day extension in exceptional circumstances.
4. Can the Government impose conditions or prohibit an investment?
Yes. Following the screening, the Government may approve the investment, approve it subject to conditions designed to address identified risks, or prohibit it. Certain completed investments may also be reviewed in specific circumstances.
5. What happens if an investment is not notified or a Government decision is not complied with?
Non-compliance may result in fines of up to EUR 30,000, depending on the misdemeanour and the size of the legal entity, and, in certain cases, a temporary prohibition on performing a specific activity or the confiscation of property obtained through the misdemeanour. Separately, the Government may prohibit further investment, restrict the exercise of ownership or voting rights, or order divestment.
6. What should investors consider when planning transactions?
Investors should assess whether FDI screening will apply at an early stage and factor in the potential clearance requirements and timelines into transaction planning and documentation, including conditions precedent. If adopted, the Draft Law would apply 18 months after its entry into force.
The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.
[1] 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
