News2 April 20250 comments

Navigating the New Investment Approval Framework in Moldova: Key Amendments and Implications

Moldova has recently introduced significant amendments to its investment approval framework, reshaping the landscape for investors operating in sectors critical to national security. These changes tighten regulations, redefine eligibility criteria, and enhance the role of regulatory authorities in overseeing foreign and domestic investments.

Changes to the Scope of The Law
Update on the Areas of Importance for State Security
New Eligibility Criteria for Investors
Fleshing out the Role and Purpose of Council for Examining Investments of Importance to State Security
Failure to Observe The Law is Heavily Sanctioned
Implementation of a New Reporting Obligation to the European Commission
Repeal of Some Provisions
Concluding Remarks

I. Changes to the Scope of The Law

At the heart of these reforms is an expanded scope of the law, which now extends beyond traditional investments to cover asset sales and purchases by entities operating in strategically sensitive industries. Transactions exceeding the equivalent of EUR 1 million in Moldovan Leu (MDL) now fall under closer scrutiny, reflecting the state’s heightened focus on protecting its national security interests. However, exemptions have been introduced to ensure that routine corporate activities, such as intra-group transactions and internal reorganizations, are not unnecessarily burdened by regulatory oversight. The law also explicitly excludes investments by state-owned enterprises, as well as public authorities, acknowledging their role as fundamental pillars of the national economy.

II. Update on the Areas of Importance for State Security

A key aspect of the reform is the redefinition of strategic sectors. Moldova has broadened its understanding of what constitutes a national security-sensitive industry, adding new areas such as artificial intelligence, semiconductors, cybersecurity, and quantum technologies. The management of airports and seaports, air traffic control systems, nuclear materials, and even cryptographic security tools have now been placed under the regulatory microscope. This approach aligns Moldova’s policy with broader European trends, where governments are increasingly wary of foreign influence in industries that could impact national stability and technological sovereignty.

III. New Eligibility Criteria for Investors

Investor eligibility criteria have also been significantly reinforced, signaling Moldova’s intent to raise the bar for those seeking to operate in critical industries. Individuals and entities under investigation for money laundering, those linked to security risks, or those who have previously defaulted on contractual obligations are now disqualified from participating in these sectors. This measure, while restrictive, underscores Moldova’s commitment to fostering a responsible investment climate that prioritizes transparency and long-term economic resilience.

IV. Fleshing out the Role and Purpose of Council for Examining Investments of Importance to State Security

An important institutional shift has also taken place with the enhanced role of the Council for Examining Investments of Importance to State Security. Now formally recognized as a public authority, the Council is tasked with assessing investment risks, approving or rejecting applications, and imposing sanctions where necessary. Notably, it now has the power to conduct ex officio reviews if evidence emerges that a prior-approved investment may pose a security threat. This signals a shift from a passive regulatory stance to a proactive approach, ensuring that investment approvals remain aligned with evolving national interests. The Council’s expanded mandate includes monitoring compliance even after approvals have been granted, reflecting a more dynamic and adaptable oversight strategy.

V. Failure to Observe The Law is Heavily Sanctioned

Non-compliance with these new regulations carries severe consequences. Companies that fail to adhere to the law may face fines of up to 5% of their annual turnover, capped at MDL 5,000,000. For newly established entities operating in critical sectors, fines could reach an extraordinary MDL 5,000,000,000. Such steep penalties emphasize the importance of ensuring full regulatory compliance and indicate that the government is serious about deterring illicit or high-risk investments.

VI. Implementation of a New Reporting Obligation to the European Commission

Another notable change is the introduction of a reporting obligation to the European Commission and EU Member States. Moldova’s Council for Examining Investments is now required to notify EU authorities of any foreign direct investments that undergo national security screening. This measure strengthens Moldova’s alignment with European investment policies and reflects its increasing integration into the broader regional regulatory framework. Additionally, an annual report on scrutinized investments must be submitted to the European Commission, adding another layer of transparency and accountability.

VII. Repeal of Some Provisions

As part of the legislative streamlining, certain provisions have been repealed, including those concerning assets of national security importance, change-of-control clauses, and public-private partnership investment procedures. This move aims to eliminate redundancies and create a more focused regulatory structure that avoids unnecessary bureaucratic entanglements.

VIII. Concluding Remarks

From our perspective as legal practitioners, these reforms represent a clear shift towards a more cautious and security-driven investment climate. While this new framework undoubtedly raises barriers for investors, it also creates an environment where only well-regulated and trustworthy players can participate in sectors of national importance. For businesses, this means a greater need for due diligence and strategic planning before entering the Moldovan market. Engaging with the Council early in the investment process and ensuring compliance with the new requirements will be crucial to avoiding potential roadblocks.

Looking ahead, the challenge will be balancing security concerns with economic growth. Moldova must ensure that its regulatory measures do not deter legitimate investment, particularly in sectors where foreign expertise and capital are essential. The effectiveness of this framework will ultimately depend on how it is implemented in practice—whether it fosters a more secure investment climate or becomes a barrier to economic development remains to be seen. What is clear, however, is that Moldova is taking a firm stance on protecting its strategic interests, and investors must be prepared to navigate this new regulatory landscape with diligence and foresight.

This material is prepared by:

Domnica Bejan,
Junior Associate

Maria Mihailov,
Legal Assistant