Effective 31 May 2020, Slovenia temporarily established a screening mechanism for inward investment as part of the Act Determining the Intervention Measures to Mitigate and Remedy the Consequences of the COVID-19 Epidemic. The law, designed to protect Slovenia's security interests, established a review mechanism for the establishment or acquisition by a foreign investor – EU or third country nationals – of 10% or more of the shares or voting rights in companies operating in sectors such as critical infrastructure; critical technologies; freedom and pluralism of the media; or in projects and programs of interest of the European Union. Would-be acquirers were required to notify such transactions to the authorities within 15 days of the transaction. Both investors and target companies could make the notification. Transactions that were not notified could be reviewed for a period of five years and a set of sanctions could apply in case of non-respect of the notification obligation. The mechanism was scheduled to expire on 30 June 2023.
On 1 July 2023, Slovenia enacted the permanent FDI screening regime, replacing the previous temporary regime established during the Covid pandemic. The revised legislation mandates stricter FDI notification requirements, formalizes a preliminary review process, lists conditions for government approval, and introduces sanctions. Only non-EU investors are now considered foreign, limiting the definition from the previous regime. Additionally, any investment exceeding 10% of capital or voting rights in a Slovenian entity qualifies as foreign direct investment.
"Article 1 (content of the law)
This law determines the forms of investment incentives, conditions, criteria and procedure for granting investment incentives, activities to promote investments and internationalization of companies, as well as the procedure for notification and review of foreign direct investments and competent authorities for the implementation of Regulation (EU) 2019/452 of the European Parliament and of the Council of March 19, 2019 on the establishment of a framework for the review of foreign direct investments in the Union (OJ L No. 79I of March 21, 2019, p. 1), last amended by Commission Delegated Regulation (EU) 2021/2126 of September 29 2021 on amending the Annex to Regulation (EU) 2019/452 of the European Parliament and of the Council on the establishment of a framework for the review of foreign direct investments in the Union (OJ L No. 432 of 3 December 2021, p. 1), (hereinafter: Regulation 2019/452/EU).
Article 2 (meaning of terms) 
Individual terms used in this law have the following meaning:
- an investment is an investment in tangible and intangible assets that relates to the establishment of a new company, the expansion of the company's capacity, the diversification of the company's production into new products that were not previously produced in the company, or significant changes in the entire production process of the company in the territory of the Republic of Slovenia or in eligible costs for which the allocation of state aid for research and development and innovation is admissible according to Commission Regulation (EU) no. 651/2014 of 17 June 2014 on the declaration of certain types of aid as compatible with the internal market in the application of Articles 107 and 108 of the Treaty (OJ L No. 187 of 26 June 2014, p. 1), last amended by Commission Regulation (EU) 2021/1237 of 23 July 2021 amending Regulation (EU) no. 651/2014 on the declaration of certain types of aid as compatible with the internal market when applying Articles 107 and 108 of the Treaty (OJ L No. 270 of 29 July 2021, p. 39; hereinafter: Regulation 651/2014/EU), [...]
- a third country is a country that is not an EU member state,
- a direct foreign investment is an investment carried out by a foreign investor and the purpose of which is to establish or maintain permanent and indirect or direct links between the foreign investor and a company with its seat in the Republic of Slovenia, with the first and each subsequent direct or indirect acquisition of at least 10% of the participation in capital or in voting rights,
- the foreign investor is a citizen of a third country or a legal entity based in a third country that intends to make a direct foreign investment in the Republic of Slovenia or has already done so; a foreign investor is also a citizen of a third country or a legal entity based in a third country, which directly or indirectly holds at least 10% of the capital or voting rights in a legal entity based in an EU member state and intends to make a direct foreign investment in the Republic of Slovenia or but he already found out
- the final investor is a citizen of a third country or a legal entity based in a third country that directly or indirectly holds at least 10% of the capital or voting rights in the foreign investor.
[...]
Article 31.a (notification of foreign direct investment)
(1) A foreign direct investment in the field of activities referred to in the fifth paragraph of Article 31.č of this Act must be notified to the Ministry by the foreign investor or the target company or the acquired company no later than 15 days from the conclusion of the legal transaction by which the foreign investor in a company with its registered office in the Republic of Slovenia directly or indirectly acquires at least 10% of the capital or voting rights or since the announcement of the takeover offer. [...]
(2) Direct foreign investment in the field of activities referred to in the fifth paragraph of Article 31.č of this Act, with which the foreign investor wishes to make an investment in tangible and intangible assets relating to the establishment of a new business unit, with which the foreign investor in a newly established economic company with based in the Republic of Slovenia, directly or indirectly acquires at least 10% of the capital or voting rights, the foreign investor or newly established business company must notify the company no later than 15 days after the registration of the company's establishment in the court register in the Republic of Slovenia. [...]
(5) The information from the third paragraph of this article is used in accordance with the purpose of Regulation 2019/452/EU and Chapter VI.a of this law, which determines the procedure for notification and review of direct foreign investments and the competent authorities for the implementation of Regulation 2019/452/EU.
[...]
Article 31.č (review)
(1) The review is a procedure in which the Ministry decides whether direct foreign investment in the field of activities referred to in the fifth paragraph of this article is approved, approved on a limited basis so that the conditions for its implementation are determined, or prohibited if it may affect safety or public order of the Republic of Slovenia. [...]
(5) Direct foreign investment can affect the security or public order of the Republic of Slovenia, especially in cases where the target company or the acquired company or a newly established company with its seat in the Republic of Slovenia actually and predominantly carries out activity in one of the listed critical areas:
- critical infrastructure, whether physical or virtual, including infrastructure in the fields of energy, transport, water, health, communications, media, data processing or storage, aerospace and defense, electoral or financial infrastructure and sensitive facilities, as well as land and real estate , which are essential for the use of such infrastructure;
- critical technology and dual-use goods, including artificial intelligence, robotics, semiconductors, cyber security, aerospace and defense technology, energy storage technology, quantum and nuclear technology, as well as nanotechnology and biotechnology;
- supply of critical resources, including energy or raw materials, and food security;
- access to sensitive information, including personal data, or the ability to control such information;
- freedom and plurality of the media o
- projects or programs in the interest of the European Union, defined in Annex I of Regulation 2019/452/EU.
(6) When determining whether a direct foreign investment can affect security or public order, the Ministry takes into account in particular whether:
- the foreign investor is directly or indirectly under the control of a government, including state authorities or armed forces of a third country, including through ownership structure or significant financing;
- the foreign investor has already been involved in activities that affected security or public order in the Member State;
- there is a serious risk that the foreign investor engages in illegal or criminal activities;
- the foreign investor has reached the takeover threshold in the target company (one-third share of voting rights in this company) with a legal transaction that is the subject of notification, or has acquired a 10% share of voting rights in the target company after the completion of the successful takeover offer process or through a successful takeover the offer acquired at least 75% of all shares of the target company with voting rights;
- the foreign investor has a market share of at least 20% in the area of ​​critical activities in the territory of the Republic of Slovenia through the target or acquired company or newly established company;
- the foreign investor has achieved a 25% or 50% participation in the capital or voting rights in the target or acquired company with a legal transaction that is the subject of notification.
[...]
Article 31.e (decision pending review)
(1) Based on the opinion of the expert group referred to in the fifth paragraph of the previous article, the ministry issues a decision on whether direct foreign investment is approved, limited approval, so that the conditions for its implementation are determined, or prohibited. The Ministry issues the decision from the previous sentence within two months after receiving the expert group's opinion. [...]" (Investment Promotion Act (Official Gazette of the Republic of Slovenia, no. 13/18 , 204/21 , 29/22 and 65/23), Articles 1, 2, 31.a, 31.č, and 31.e [google translation])
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Previously up to 2023
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"11. SCREENING OF FOREIGN DIRECT INVESTMENTS
Article 69 (Foreign investor)
A foreign investor shall be a citizen of a Member State of the European Union, a Member State of the European Economic Area, Swiss Confederation or a third country or a legal entity with a registered office in a Member State of the European Union, a Member State of the European Economic Area, Swiss Confederation or a third country, intending to make or having made a foreign direct investment.
Article 70 (Foreign direct investment)
Foreign direct investment shall mean an investment by a foreign investor aiming to establish or maintain lasting and direct links between the foreign investor and the legal entity established in the Republic of Slovenia and to acquiring at least 10% of the equity or voting rights therein.
Article 71 (Notification of foreign direct investment)
(1) The foreign investor or the offeree company or the acquired company must notify the ministry responsible for economy (hereinafter: the Ministry) of the foreign direct investment concerning the sector of business referred to in paragraph three of Article 72 hereof no later than 15 days after the conclusion of the merger contract or the announcement of the takeover bid.
(2) The foreign investor or its subsidiary in the Republic of Slovenia shall report the foreign direct investment concerning the sector of business referred to in paragraph three of Article 72 hereof with which the foreign investor intends to invest in tangible and intangible fixed assets that relate to the establishment of a new business unit, the expansion of a company's business unit, the diversification of a business unit's production into new products that were previously not produced in this business unit, or any significant changes in a business unit's entire production process no later than 15 days after the establishment of the company in the Republic of Slovenia.
(3) If the foreign investor or its subsidiary in the Republic of Slovenia obtains the right to dispose of land and real estate that are essential for or close to critical infrastructure, then these shall be reported to the Ministry within 15 days after the conclusion of the contract granting them the right to dispose of the aforementioned land and real estate.
[...]
Article 72 (Screening)
(1) Screening shall be a process in which the Ministry decides whether a foreign direct investment concerning the sector of business referred to in paragraph three of this Article is approved, sets out the conditions for its implementation, prohibits or unwinds the aforementioned investment if it poses a threat to security or public policy of the Republic of Slovenia.
(2) The Ministry may undertake the screening of a specific foreign direct investment concerning the sector of business referred to in paragraph three of this Article, but no later than five years:
- after the conclusion of the merger contract or the announcement of the takeover bid as referred to in paragraph one of Article 71 hereof;
- after the establishment of a company in the Republic of Slovenia as referred to in paragraph two of Article 71 hereof in which the foreign investor acquired 10% of the equity or voting rights or
- after the conclusion of the contract granting them the right to dispose of the land and real estate as referred to in paragraph three of Article 71 hereof.
(3) A foreign direct investment poses a threat to security or public policy of the Republic of Slovenia, particularly where it affects (risk factors):
- critical infrastructure, whether physical or virtual, including energy, transport, water, health, communications, media, data processing or storage, aerospace, defence, electoral or financial infrastructure, and sensitive facilities, as well as land and real estate crucial for the use of such infrastructure or close to such infrastructure;
- critical technologies and dual use items as defined in point 1 of Article 2 of Council Regulation (EC) No 428/2009, including artificial intelligence, robotics, semiconductors, cybersecurity, aerospace, defence, energy storage, quantum and nuclear technologies, nanotechnologies and biotechnologies as well as health, medical and pharmaceutical technologies;
- the supply of critical inputs, including energy or raw materials, food security, medical and protective equipment;
- access to sensitive information, including personal data, or the ability to control such information;
- the freedom and pluralism of the media;
- the projects or programmes of Union interest as defined in Annex I of Regulation (EU) 2019/452.
(4) In determining whether a foreign direct investment is likely to affect security or public policy, the Ministry shall take into account, in particular:
- whether the foreign investor is directly or indirectly controlled by the government, including state bodies or armed forces, of a third country, including through ownership structure or significant funding;
- whether the foreign investor has already been involved in activities affecting the security or public order of a Member State;
- whether there is a serious risk that the foreign investor engages in illegal or criminal activities.
[...]
Article 74 (Decision on screening)
(1) Based on the committee's opinion, the Ministry shall issue a decision on whether a foreign direct investment concerning the sector of business referred to in paragraph three of Article 72 hereof is approved, prohibited, unwound or the conditions for its implementation need to be set out. If the Ministry issues a decision prohibiting or unwinding a foreign direct investment, this decision shall render the merger contract or the contract granting the foreign investor the right to dispose of the aforementioned land and real estate or the decision on entry in the Register of Companies or the takeover bid null and void. The decision on screening is limited to the question on whether a foreign direct investment poses a threat to security or public policy of the Republic of Slovenia, particularly where the risk factors referred to in paragraph three of Article 72 hereof exist.
(2) The Ministry shall issue the decision no later than two months of receiving the notification of foreign direct investment.
[...]
Article 75 (Application of screening of foreign direct investments measure)
The provisions of this chapter shall apply until 30 June 2023.[...]" (Act Determining the Intervention Measures to Mitigate and Remedy the Consequences of the COVID-19 Epidemic (Official Gazette of the Republic of Slovenia, No. 80/20), last amended on 13.7.2021, Articles 69, 70, 71, 72, 74 and 75 [unofficial translation])
Investment Promotion Act (Official Gazette of the Republic of Slovenia, no. 13/18 , 204/21 , 29/22 and 65/23)
Act Determining the Intervention Measures to Mitigate and Remedy the Consequences of the COVID-19 Epidemic (Official Gazette of the Republic of Slovenia, No. 80/20), last amended on 13.7.2021
[<a href="http://www.pisrs.si/Pis.web/pregledPredpisa?id=ZAKO7634#">Act</a>],[<a href="https://pisrs.si/pregledPredpisa?id=ZAKO8206">Act</a>],[<a href="https://www.schoenherr.eu/content/navigating-the-foreign-direct-investment-landscape-key-changes-and-implications-of-the-new-slovenian-regime/">Other</a>]