Understanding Greece’s New FDI Law 5202/2025: A New Era for Investment Security

On May 23, 2025, Greece enacted Law 5202/2025, a transformative legal instrument introducing for the first time a structured and strategic framework for the screening of foreign direct investment (FDI). This legislation marks a pivotal evolution in the Greek regulatory landscape, aligning national policy with Regulation (EU) 2019/452 and affirming the country’s commitment to transparency, security, and investment sustainability in a globalized market.

As the dynamics of cross-border capital flows become increasingly complex—often entangled with geopolitical, technological, and strategic considerations—Greece now joins the ranks of EU Member States equipped to safeguard critical assets without compromising its long-standing openness to international investment.

A Necessary Legal Milestone: From Openness to Strategic Oversight

Historically, Greece has maintained an investment-friendly environment, welcoming global investors with minimal regulatory encumbrance. However, recent geopolitical shifts and evolving EU strategic autonomy initiatives have underlined the necessity of calibrated sovereignty-preserving mechanisms—particularly where national security, public order, or essential infrastructure are at stake.

Law 5202/2025 introduces a mandatory pre-transaction screening procedure for foreign investments that meet certain thresholds or target entities operating within strategic sectors. It reflects a sophisticated balancing act: deterring covert or state-influenced acquisitions that may compromise national interests, while continuing to champion transparency, capital mobility, and investor certainty.

Sectors Under Scrutiny: What Falls Within the Scope?

The law applies to investments in Greek companies engaged in activities deemed critical to national and European resilience, including but not limited to:

• Energy infrastructure and supply chains
• Telecommunications and digital networks
• Defense and dual-use technologies
• Transportation and logistics
• Public health services and biosecurity
• Artificial intelligence, cybersecurity, and quantum technologies
• Coastal or border-zone tourism infrastructure

This sectoral coverage reflects not only national strategic priorities but also the broader European acquis on economic security and cross-border investment discipline.

Moreover, the law’s thresholds of review are calibrated to contemporary risks:

• A 25% shareholding in strategic enterprises may trigger scrutiny.
• In particularly sensitive sectors (e.g., defense, data, and AI), only 10% ownership may suffice.
• Importantly, indirect or beneficial ownership—particularly by non-EU entities or state-affiliated actors—falls within scope even where the nominal investor is EU-based.

What Is Excluded? Legal Clarity and Business Continuity

The drafters of Law 5202/2025 have taken care to exclude transactions that are unlikely to present national risk, thus preserving the integrity of capital markets and ensuring minimal friction for benign investment.

Specifically excluded are:

• Passive financial investments devoid of voting rights or influence.
• Intra-group restructurings that do not alter ultimate control.
• Pre-existing contractual obligations concluded before the enactment date.

This ensures that institutional investors, private equity, and family offices retain predictability and compliance flexibility in their asset allocation strategies.

Governance Architecture: The Interministerial Committee and Review Process

Implementation of the FDI screening regime is entrusted to a newly established Interministerial Committee on Investment Security, supported by a permanent secretariat housed within the Ministry of Foreign Affairs.

Investors targeting a qualifying transaction must submit a notification dossier detailing the transaction’s structure, beneficial ownership, funding sources, and target sector characteristics. The Committee has a 30-day window to either:

• Issue a clearance,
• Initiate a Phase II review, or
• Request further information.

Where deeper scrutiny is initiated, the transaction may be:

• Approved without conditions,
• Approved subject to commitments, or
• Prohibited, where national security is unambiguously at risk.

Enforcement and Sanctions: Legal and Financial Ramifications

Non-compliance is met with robust deterrents. These include:

• Administrative annulment of the transaction by ministerial decree,
• Fines ranging from €5,000 to €100,000, and
• In cases of deliberate concealment or false disclosures, penalties may escalate to twice the investment’s total value.

The law therefore operates not merely as a procedural safeguard, but as an enforceable security mechanism, backed by material consequences and regulatory resolve.

Strategic Clarity for Global Stakeholders

Tsamichas Law Firm, with its deep-rooted expertise in international investment law, financial compliance, and EU regulatory alignment, welcomes this legislative development as both necessary and constructive.

Law 5202/2025 is not a protectionist pivot, but rather a prudent, proportionate response to 21st-century investment complexity. It upholds Greece’s sovereignty without undermining its economic liberalism.

Global investors—whether multinational corporations, sovereign funds, family offices, SMEs, hedge funds, or high-net-worth individuals—will find in this legal framework a transparent, rule-of-law-based process to assess opportunities and mitigate compliance risk. Greece remains open, ambitious, and committed to attracting responsible capital that aligns with its strategic interests.

Our Services: Tailored Legal Support for Strategic Investment

At Tsamichas Law Firm, we provide end-to-end advisory services in:

• FDI notification strategy and risk assessment
• Regulatory due diligence on target companies
• Beneficial ownership structuring and compliance
• Representation before the Interministerial Committee
• Post-transaction compliance and monitoring

We act for institutional investors, corporate acquirers, foreign sovereign investors, and growth-stage enterprises across sectors. With an interdisciplinary team combining legal, economic, and geopolitical insight, we ensure your investment strategy aligns with both opportunity and regulatory foresight.

For those who engage with transparency, compliance, and long-term value in mind, Greece remains a gateway to the European and Mediterranean market—and a strategic investment destination of choice.