Published on 14.08.2026
A practical guide for investors, companies and management
Draft Law on the Notification and Screening of Foreign Direct Investments | 2026
1. A new regulatory step for foreign investment
North Macedonia is introducing a national framework for the notification and screening of foreign direct investments. The Draft Law on the Notification and Screening of Foreign Direct Investments has been submitted to the Assembly of the Republic of North Macedonia and has entered the parliamentary adoption procedure.
The proposed framework is intended to make the review of sensitive investments more transparent and predictable, while protecting national security, public order and the country’s strategic interests. For investors, the key benefit is earlier clarity on whether a transaction requires regulatory clearance and what conditions may apply.
The Draft Law is aligned with the former EU framework under Regulation (EU) 2019/452 of 19 March 2019, applicable from 11 October 2020. The new Regulation (EU) 2026/1386 repeals Regulation 2019/452 and is scheduled to apply substantively from 17 January 2028; these developments should be considered during the parliamentary process and future implementation.
2. What is an FDI?
An FDI is an investment by a foreign investor intended to establish or maintain lasting direct or indirect links with a company registered in North Macedonia. The proposed threshold is generally at least 10% of the share capital and/or voting rights, where the investment enables effective participation or control.
For mandatory screening under the Draft Law, the investment must also have a value of at least EUR 50,000 in denar equivalent and concern a covered sector, company or critical infrastructure.
3. Which investments may be screened?
The regime is focused on sensitive activities and infrastructure, including:
- defence, military goods and related activities;
- energy, transport, water, healthcare, communications and financial infrastructure;
- media, data processing and storage, election infrastructure and cybersecurity;
- sensitive technologies, including artificial intelligence, biotechnology, semiconductors, quantum technologies, robotics and space technologies;
- dual-use goods and technologies;
- critical raw materials, energy inputs and food security; and
- access to sensitive information, including personal data.
Other investments may also be reviewed where they relate to projects or programmes of interest to the European Union and may affect national security, public order or strategic interests.
4. Who will review the investment?
The Ministry of Foreign Affairs and Foreign Trade would act as the competent authority. It would coordinate the review, obtain opinions from the relevant institutions and communicate with the investor throughout the process.
The Government of the Republic of North Macedonia would adopt the final decision, based on a reasoned proposal prepared by the Ministry. The decision may approve the investment, approve it subject to conditions, or refuse it.
5. Key procedure and deadlines
| Stage | What happens | Indicative deadline |
| Preliminary review | The Ministry determines whether the investment falls within the Draft Law | Up to 15 days |
| Completeness review | The application and supporting documents are checked | Up to 7 days |
| Inter-institutional review | Relevant authorities provide opinions | 30 days, extendable by 15 days |
| Detailed screening | The investment, ownership and risks are assessed | Up to 60 days, extendable by 30 days |
| Conditions negotiations | The Ministry may negotiate risk-mitigation measures | Up to 30 days |
The investment should not be implemented before the required positive or conditionally positive decision is obtained.
6. Possible outcomes
Positive approval: no material risk is identified.
Conditional approval: identified risks can be addressed through proportionate obligations, such as safeguards for critical infrastructure, continuity of supply, data protection, competition, operational independence or controls relating to dual-use technologies.
Refusal or prohibition: the investment creates a real and serious threat that cannot be adequately mitigated through conditions.
7. What should investors and companies prepare?
- A clear ownership chart identifying the ultimate investor and beneficial owners.
- Information on the source of funds, financing structure and transaction value.
- Details of the target company, business activities, related entities and subsidiaries.
- A business plan, transaction timetable and expected economic and social effects.
- Information on sanctions, state ownership or financing, sensitive data, technology and critical infrastructure.
- A regulatory timetable that accounts for the screening process before signing or closing.
8. Why this matters for M&A
The investment should not be implemented before the required positive or conditionally positive decision is obtained.
The Law may affect acquisitions, investments, changes of control, restructurings and transactions involving strategic or regulated businesses. FDI clearance should be assessed during due diligence and, where required, included as a condition precedent to closing.
Transaction documents should address cooperation obligations, long-stop dates, allocation of regulatory risk, consequences of conditional approval or refusal and restrictions on implementation before clearance.
9. Supervision, sanctions and legal protection
The Ministry of Foreign Affairs and Foreign Trade would supervise compliance with the Government’s decisions and the implementation of the Draft Law. In cases of non-compliance or failure to notify an investment, the Government may prohibit further investment, restrict the investor’s ownership or voting rights, or, where necessary, order the sale of the target company, asset, shares or interest.
The Draft Law provides for fines that vary depending on the size of the legal entity and the nature of the violation. For the most serious violations—such as implementing an investment before obtaining the required approval, failing to comply with conditions, obstructing supervision or failing to implement a prohibition decision—a large legal entity may be fined between EUR 25,000 and EUR 30,000 in denar equivalent. The responsible person within the legal entity may be fined between EUR 8,000 and EUR 9,000.
For failure to notify an investment or for submitting inaccurate or incomplete information, the fine for a large legal entity may range from EUR 8,000 to EUR 10,000. Additional sanctions may include a prohibition on carrying out a particular activity for a period of three months to one year, a prohibition on holding office for the responsible person, and confiscation of the proceeds obtained through the violation.
The Government’s decision would be final and not subject to appeal; however, the investor would have the right to initiate administrative judicial review. Filing a claim would not automatically suspend enforcement unless the competent court decides otherwise.
10. Entry into force and next steps
If adopted, the Law would enter into force on the eighth day following its publication in the Official Gazette. However, it would begin to apply 18 months after entering into force, allowing time for the adoption of implementing regulations and the establishment of the relevant information system and register.
As the Draft Law is now before the Assembly, its wording, implementing rules and final application timetable may still change during the legislative process. Investors considering a transaction in a sensitive sector should nevertheless assess the potential FDI implications at an early stage and plan for the proposed clearance process.
The team at DDK Attorneys at law would be pleased to assist investors and companies with FDI assessment, transaction structuring, regulatory filings, due diligence and drafting of appropriate M&A protections.
Legal note: This brochure is for information purposes only and is based on the Draft Law submitted in July 2026. It does not constitute legal advice. The final adopted text, implementing regulations and effective application date should be reviewed before implementing a transaction.