Negotiating with a foreign investor is no longer just about price and deal terms. Since March 2023, Slovakia has had a standalone act on the screening of foreign investments that can add months to a transaction timeline — or, in the extreme case, stop it altogether. Overlooking it risks not only having the deal unwound, but also a fine reaching into the hundreds of thousands or even millions of euros.

Where the rules come from

The framework rests on Act No. 497/2022 Coll. on the Screening of Foreign Investments, effective from 1 March 2023, which introduces a mechanism to screen foreign investments on grounds of protecting the security and public order of Slovakia and of the EU. The act also implements cooperation with the European Commission and other member states under Regulation (EU) 2019/452. The screening authority is the Ministry of Economy of the Slovak Republic.

When a deal counts as a "foreign investment" at all

The act is triggered only when the investor meets the definition of a foreign investor — that is, a person who:

  • is not a citizen of Slovakia or another EU member state, or has no seat in the EU, or
  • is an EU citizen / has a seat in the EU, but is controlled by a person from a third country.

An investment by such an investor into a Slovak company (the "Target") qualifies as a foreign investment if the investor, directly or indirectly:

  • acquires the Target or part of it,
  • gains control over the Target, or
  • acquires at least 25% of the Target's share capital or voting rights, or increases that share to 50% or more.

The act also sets out what does not count as a foreign investment — for example, transactions between entities with the same owners, the creation of a pledge that carries no decision-making rights, or ordinary trade transactions for the sale or purchase of goods.

Critical vs. "other" investment — a key distinction

The act distinguishes two categories, each with a very different regime:

A critical foreign investment targets sensitive areas — typically defense, digital services, and critical infrastructure (e.g. banking, insurance, healthcare, energy). An investment is treated as critical where the investor acquires a stake from 10%, raises it to 20%, and again each time it reaches 33% or 50%, or acquires ownership or usage rights over substantial assets of the Target.

For critical investments, notification to the Ministry of Economy is mandatory — without prior approval, the investment is prohibited by law.

An other (non-critical) foreign investment arises upon acquiring a stake from 25%, or increasing it to 50%. Here notification is voluntary, though the Ministry may review the investment on its own initiative for up to 2 years after it takes place. A voluntary filing accordingly reduces the uncertainty of a later, retrospective challenge.

How the screening process works

Once a filing is submitted, the Ministry assesses in particular whether the investor is directly or indirectly controlled by a third-country government, state body, or armed forces, and what risk the investment poses to security and public order. The process can take up to 130 days and ends in one of three outcomes:

  • the investment is approved,
  • it is approved subject to conditions (so-called mitigation measures), or
  • it is prohibited (which requires approval from the Slovak government).

What's at stake if notification is skipped

Where the notification duty for a critical investment is breached, the Ministry may:

  • order the investment to be unwound and the prior state restored, and at the same time
  • impose a fine of up to the value of the investment or 2% of the investor's total turnover, capped at €1,000,000.

What's coming at EU level

In June 2026, the EU formally adopted a new regulation on the screening of foreign direct investments (a recast of Regulation 2019/452), published in the Official Journal on 26 June 2026. It entered into force on 16 July 2026, but will only start to apply from 17 January 2028 — until then, member states have an 18-month window to align their national regimes with the new minimum standards (including mandatory screening across the EU in selected sensitive sectors). Slovakia's own act is therefore likely to be amended in the coming months.

Practical context for transactions

  • The investor's status (citizenship, seat, any third-country control) is typically clarified early in negotiations, as it shapes the whole transaction timeline.
  • For critical investments, notification is a condition of closing, not a formality — without approval, the share transfer or transaction cannot be validly completed.
  • For non-critical investments, a voluntary filing is available and reduces the uncertainty tied to the two-year retrospective review window.
  • The screening process itself can take up to 130 days, a relevant factor for M&A deals with a fixed closing date.
  • Slovakia's act is likely to be amended in the near term in connection with the new EU regulation.

This text is for information purposes only and does not constitute legal advice or a recommendation for any specific transaction.