GREECE Law and Practice Contributed by: Anastasia Dritsa, Elisabeth Eleftheriades, Vicky Kriketou, Irene Kyriakides, Ioanna Kyriazi, Victoria Mertikopoulou, Claire Pavlou and Panagiotis Pothos, Kyriakides Georgopoulos Law Firm
Screening Criteria and Sectors A filing obligation arises where the following cumula - tive conditions are met: • The investor qualifies as a foreign investor. • The target entity is incorporated under Greek law or otherwise carries out economic activity in Greece. • The target operates in a designated sensitive or particularly sensitive sector. • The applicable participation thresholds are met. The Law distinguishes between “sensitive” and “par - ticularly sensitive” sectors. Sensitive sectors include energy, transport, health, information and communication technologies, and digital infrastructure. In these sectors, notifica - tion is generally triggered upon the acquisition of at least 25% participation rights, with additional filings required upon crossing certain higher thresholds. Particularly sensitive sectors include defence, cyber - security, artificial intelligence, critical port and subma - rine infrastructure, and certain tourism infrastructure located in border regions. In these sectors, the filing obligation is triggered at a lower threshold of 10%, reflecting heightened national security considerations. The regime is mandatory and suspensory, in that transactions falling within its scope must be notified prior to completion. 2.2 Procedure to Obtain Approval and Sanctions for Non-Compliance Review Process The review process is administered by the B1 Directo - rate of the Ministry of Foreign Affairs and the Intermin - isterial Committee for the Screening of Foreign Direct Investments (ICSFDI). The authority initially reviews whether the transac - tion falls within the scope of the regime and whether the filing is complete. Following referral to the Inter - ministerial Committee, the authority may either clear the transaction at a preliminary stage or initiate an in-depth review.
Within 30 days of a complete filing, ICSFDI either clears the investment or opens an in-depth review. Following an in-depth review, ICSFDI submits a rec - ommendation to the Minister of Foreign Affairs, who decides whether to approve, prohibit or condition the investment. If no decision is issued within 60 days from the date of ICSFDI’s recommendation, the investment is deemed approved. The timetable may be suspended where additional information requests are issued. Consequences of Non-Compliance The regime imposes a mandatory pre-closing obliga - tion. Failure to notify, late notification, or submission of inaccurate or misleading information may trigger significant sanctions: • Failure to submit an application, or the submission of an application after its completion, may result in the imposition of mitigation or reversal measures by the authorities. • These sanctions may be accompanied by a fine ranging from EUR5,000 to EUR100,000 (however, from the time the Law enters into force (23 May 2025) until the issuance and publication of the Joint Ministerial Decision on Fines, these adminis - trative fines will not be imposed). • Failure to submit the documentation required, as well as the submission of false information may result in the prohibition of the investment. Proceeding with an investment despite an explicit prohibition, obtaining approval on the basis of false information, or failing to comply with the mitigation measures or the reversal of the investment imposed may result in a fine of up to twice the value of the investment. A decision to prohibit, reverse, or impose conditions on an investment entails the automatic nullity of the relevant transaction, which may include reversal of the share sale agreement and any measures necessary to remedy the consequences of the transaction. Although the regime is still new and no established enforcement practice has yet emerged, investors should approach filing obligations conservatively,
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