FDI Screening in North Macedonia: A practical guide for foreign investors and M&A transactions

The adoption of the Law on notification and screening of foreign direct Investments (adopted by Parliament on 7 October 2026, entering into force on 21 October 2026) marks the introduction of North Macedonia’s first national foreign investment security review framework. Aligned with European Union standards—specifically Regulation (EU) 2019/452—the law introduces mandatory prior notification, cross-sector scrutiny, and statutory clearance for cross-border investments.

While mandatory filings are subject to an 18-month transitional period applying substantively from April 2028, transaction structures, Share Purchase Agreements (SPAs), and cross-border joint ventures negotiated today must anticipate mandatory filing triggers, ex-officio review exposure, and regulatory conditions precedent.

Below is an executive analysis by Law Firm Vanevski on scope, triggering thresholds, review timelines, sanctions, and strategic transaction drafting.

The law applies an economic substance test rather than formalistic corporate registration. A Foreign Investor encompasses:

1. Natural persons who are not citizens of North Macedonia.
2. Legal entities incorporated under the laws of a foreign jurisdiction.
3. Domestic (Macedonian) companies ultimately owned or controlled by a foreign entity or foreign citizen.

Key Corporate Takeaway: Holding company reorganizations, European holding structures, and intermediate SPVs do not bypass screening. If the Ultimate Beneficial Owner (UBO) is foreign, the transaction qualifies as foreign direct investment.

Notification is mandatory when an investment satisfies both numerical thresholds and operates within a covered sensitive sector:

1. The Numerical Thresholds

• Control / Equity: The foreign investor acquires at least 10% of the share capital or voting rights in a Macedonian company (or acquires decisive influence over corporate governance); AND
• Transaction Value: The total investment or transaction value equals or exceeds EUR 50,000.

1. 1. Sensitive Sectors & Strategic Activities (Article 8)

   Screening applies if the target Macedonian entity operates within or impacts:

   • Critical Infrastructure: Energy generation/distribution, transport networks, water management, healthcare infrastructure, telecommunications, and financial market infrastructure.
   • Critical & Emerging Technologies: Artificial intelligence, robotics, semiconductors, cybersecurity, biotechnology, and dual-use technologies.
   • Defense & Public Security: Military equipment, security services, and defense supply chains.
   • Data Security & Registries: Access to sensitive personal data, critical registries, and communications networks.
   • Media & Communications: Regulated media outlets and electronic communications operators.
   • Critical Inputs & Supply Chains: Food security, agriculture, raw materials, and strategic supply channels.

The screening framework separates initial procedural intake from in-depth substantive assessment:

1. Intake & completeness check (7 Days): Within 7 days of submission, the Ministry of Foreign Affairs and Foreign Trade verifies whether the application is complete. Incomplete filings receive an official request to supplement.
2. Substantive security review (Up to 60 Days): The Ministry conducts cross-institutional consultations with security, defense, and economic bodies to evaluate public order and security implications.
3. Complex case extension (+30 Days): For complex transactions or strategic assets requiring specialized technical verification, the Ministry may extend the review period by up to 30 days.
4. Government determination: The Ministry submits a reasoned proposal to the Government of North Macedonia, which issues the binding administrative act:
   • Unconditional clearance: The investment is formally cleared to close.
   • Conditional approval (Remedies): Clearancesubject to operational commitments, reporting, or structural ring-fencing.
   • Prohibition: The transaction is legally blocked.

Although mandatory filings apply from April 2028, transaction planning cannot be postponed:

• Deals closing before April 2028: May close without submitting a mandatory notification filing.
• Multi-Stage investments & options: Staged acquisitions, call options, and earn-out closings maturing past April 2028 fall squarely within mandatory filing obligations.
• Ex-Officio retrospective scrutiny: The Ministry retains statutory authority to initiate ex-officio reviews of completed transactions where national security or public order risks are identified. Entering sensitive sectors without regulatory diligence leaves transactions vulnerable to post-closing challenges.

Violations carry tiered administrative and civil sanctions under Article 33:

• Failure to Notify / Inaccurate Data: Fines from EUR 2,000 to EUR 10,000.
• Gun-Jumping / Closing Prohibited Transactions: Fines from EUR 10,000 to EUR 30,000, with separate liability for corporate management.

Mandatory Divestment (Remedy of Last Resort): Where an unapproved or prohibited investment has closed, the Government has statutory authority to suspend voting rights, declare transaction agreements void, or order the mandatory divestment (forced sale) of

For corporate lawyers and transaction teams, standard deal documentation must be updated:

1. Regulatory conditions precedent (CPs): SPAs must include a standalone CP for Macedonian FDI clearance, separate from merger control and antitrust filings.
2. Long-Stop dates: Deal calendars must account for a 90 to 120-day review period to prevent inadvertent contract expiration while awaiting cabinet clearance.
3. Gun-jumping safeguards: Pre-closing covenants must prohibit the buyer from exercising control or accessing sensitive operational data prior to formal approval.
4. Remedy allocation: Clear contractual language allocating whether the buyer must accept conditional behavioral remedies imposed by the Government.

The law incorporates the core mechanisms of Regulation (EU) 2019/452. Once North Macedonia formally attains full EU membership, the national screening regime will automatically transition into the EU internal market framework.

The new regulatory framework for foreign direct investment screening fundamentally transforms the structuring of cross-border M&A transactions in North Macedonia. Low statutory thresholds—specifically a 10% equity trigger and a EUR 50,000 transaction value—paired with an expansive scope of sensitive sectors and statutory review timelines of 90 to 120 days, make regulatory clearance a critical condition that must be addressed at the earliest stage of negotiations. Safeguarding transaction certainty requires proactive drafting of bespoke Conditions Precedent in transaction agreements and thorough diligence to prevent gun-jumping risks or potential divestment sanctions. Law Firm Vanevski provides tailored regulatory counsel and cross-border transaction support—contact our M&A and Foreign Investment practice group to conduct a preliminary jurisdictional assessment for your investment.

Navigating foreign investment clearance requires precise regulatory analysis, direct institutional representation, and sophisticated M&A execution.