The measure of reviewing foreign direct investment, adopted based on the Intervention Measures Act for Mitigation and Elimination of the Consequences of the COVID-19 Epidemic (Official Gazette of the Republic of Slovenia, No. 80/20, with amendments), will cease to be applicable on 30 June 2023; nevertheless, the mere obligation of submitting the FDI notification will not cease. The National Assembly of the Republic of Slovenia has adopted a proposal for an amendment to the Investment Promotion Act, which, as of 1 July 2023, still mandates reviewing FDI notifications, while introducing significant novelties:
- The definition of a foreign investor has been revised. As of 1 July 2023, foreign investors are defined as investors originating from third countries (i.e., countries that are not members of the European Union; the ownership in the entire chain of owners, not only at the direct owner level is now relevant).
- FDI notification must be submitted in the case of acquiring at least 10% ownership or voting rights, either directly or indirectly, or when announcing a takeover bid.
- In relation to the required information and documents, an additional requirement has been introduced for a comprehensive description of the foreign direct investment. Additionally, a new requirement has been implemented to assess the impact of foreign direct investment on public order and/or security.
- The amendment to the law also introduces several important changes in the decision-making process. FDI notification is first reviewed in a preliminary procedure by a special Notification Commission. The Notification Commission conducts a preliminary examination and issues an opinion or an opinion with a proposal to initiate a procedure regarding the FDI notification. Based on the opinion of the Notification Commission, the Ministry of Economy, Tourism, and Sports (hereinafter referred to as the “Ministry”) issues a decision or continues with the review process of the foreign direct investment. The review process is a procedure in which the Ministry decides whether to approve the foreign direct investment, grant conditional approval by determining conditions for its implementation, or prohibit it if it could affect the security or public order of the Republic of Slovenia. While an appeal against the Ministry's decision on the FDI notification is not allowed, administrative proceedings are permitted.
- The amendment to the Investment Promotion Act also includes criteria for decision-making related to the definition of public order and/or security and establishes conditions that can mitigate or prevent an impact on public order and/or security. The conditions for implementation are determined for a specified period not exceeding ten years.
- Newly introduced sanctions are in place for violations. The fines range from EUR 100,000 to EUR 250,000 for small companies, EUR 200,000 to EUR 500,000 for medium or large companies, and EUR 50,000 to EUR 150,000 for self-employed individuals or individuals conducting independent business activities. Responsible persons may be subject to fines ranging from EUR 2,000 to EUR 10,000.
The deadline for submitting an FDI notification remains unchanged. The FDI notification must be submitted within 15 days from the conclusion of the legal transaction for acquiring a stake in a company with its registered office in the Republic of Slovenia.
For further details, we at PwC Slovenia are pleased to assist you. Feel free to contact our experts!
Kontakt
Miroslav Marchev
Partner, vodja za pravne storitve v Jugovzhodni Evropi, PwC Slovenia
