FRANCE Law and Practice Contributed by: Véronique Millischer, Léna Sersiron, Eléonore d’Anthonay, Guillaume Nataf, Olivia Chriqui-Guiot, Pauline Celeyron, Damien Berruyer and Nella Picou, Baker McKenzie Paris
2.2 Procedure to Obtain Approval and Sanctions for Non-Compliance Filing The authorisation process takes place in one or two phases, depending on the nature of the French activi - ties at stake and the risk assessment made by the FDI authorities with regard to French national interests. Phase I The FDI authorities have 30 business days from the receipt of a filing to notify the foreign investor of any of the following: • the investment falls outside the scope of the FDI regulations; • the investment falls within the scope of the FDI regulations and is unconditionally authorised; or • the investment falls within the scope of the FDI regulations and requires further analysis to deter - mine under what conditions it could be authorised (Phase II opening). The FDI authorities may issue post-filing information requests, which suspend the review period until satis - factory responses are provided by the investor. Phase II The FDI authorities can, during or more generally at the expiry of the Phase I review, open a Phase II review should they consider that the transaction requires fur - ther analysis. The FDI authorities must render their decision within 45 business days from the opening of the Phase II review. During the Phase II review, the FDI authorities may grant or deny their clearance or grant their clearance subject to commitments from the investor. These commitments must be proportionate to the necessary protection of French national inter - ests. Sanctions for Non-Compliance The French FDI regime is “mandatory” ‒ ie, any foreign investment made in breach of French FDI regulation would expose the foreign investor to a wide range of severe sanctions, including the following: • the nullity of the French investment; • injunctions to file for clearance;
as cybersecurity, AI, robotics, additive manufacturing, semiconductors, quantum technology, energy stor - age, and biotechnologies and technologies related to the production of low-carbon energy and photonics – can also be considered sensitive activities. As a general rule, intra-group operations (ie, those between entities ultimately under common control) are exempted subject to certain limitations. French FDI clearance is a mandatory regime –ie, a foreign investment cannot be completed before FDI clearance is obtained. As such, French FDI clearanc - es are generally provided as conditions precedent to closing a transaction. French FDI authorities review and assess the transac - tion based on the nature and sensitivity of the French activities acquired by the foreign investor. The aim is to determine whether such acquisition is likely to prej - udice the French national interests with regard mainly to national defence, public authority, public order or public security in the sectors deemed sensitive by French FDI regulations. This assessment is a fact-based analysis on a multi- criteria basis. The nature and scope of the French target activities, as well as the identity of the foreign investor, its size, its industrial project for France, potential relationships with foreign states, etc, will be reviewed in depth. French FDI regulations do not apply different analysis criteria based on the nature of the investor or the stake acquired. It should be noted that, at EU level, the FDI screening framework is currently undergoing significant reform. In particular, the revised EU FDI Screening Regulation, which seeks to establish a more harmonised base - line across EU member states (“Member States”), was formally adopted by the Council of the EU on 8 June 2026. Member States will have 18 months to imple - ment the required national screening mechanisms ahead of its expected application in January 2028.
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