An amendement to the Act on Critical Infrastructure established an investment screening mechanism, in force from 1 March 2021. Screening applies to acquisitions in specific industries (Mining, Electricity, Gas, Oil and petroleum products; Pharmaceutical industry, Metallurgical industry, Chemical industry), regardless of the nationality of the acquirer. The transaction can be prohibited if it is found to compromise public order or national security. Additionally, the amendment introduced a general obligation to notify transactions related to "critical infrastructure elements". The notification obligation applies to all industries covered by the Act.
On 1 March 2023, Slovakia enacted Act No. 497/2022 Coll., expanding its FDI screening framework significantly. Key provisions include three screening procedures: obligatory, voluntary, and ex officio; all foreign investments subject to screening if deemed a threat to security or public order; critical investments requiring Slovak Ministry of Economy approval; potential bans or conditional approvals resulting from screening; fines ranging from 1-2% of investor turnover or EUR 100,000-1 million. This law aims to bolster national security. Pre-existing investments are exempt from the new rules.
On 29 March 2023, Law 95/2023 Coll. entered into force. The act amends the Ministry of Economy's powers by expanding the scope of ex officio screening procedure initiation.
"§ 12 Acting ex officio [...]
(4) The Ministry of Economy can initiate proceedings ex officio even if it concerns the transfer or transition of an element of critical infrastructure according to a special regulation, which for the purposes of this procedure is considered a foreign investment according to this law." (Act No. 497/2022 Coll. on Screening of Foreign Direct Investments for the protection of the security and public order, Section 12, as amended by Law 95/2023 Coll. of 16 March 2023 [google translation])
--------------------------
"§ 1 Subject of the law
This law regulates the screening of foreign investments for the purpose of protecting the security and public order of the Slovak Republic and security and public order in the European Union, as well as some aspects of the cooperation of the Slovak Republic with other member states of the European Union and with the European Commission according to a separate regulation.
§ 2 Foreign investment
(1) A foreign investment is an investment that is planned or carried out by a foreign investor, regardless of whether the legal regulations of the Slovak Republic are applied, if it allows the foreign investor directly or indirectly
a) acquire 2) the target person or part of the target person,
b) perform effective participation in the target person,
c) increase effective participation in the target person,
d) perform control 3) in the target person or
e) acquire the ownership right or other right to the target person's material assets and at the same time it is a critical foreign investment; other right means the right to use or dispose of the target person's substantial assets.
(2) A foreign investment is also a foreign investment planned or made in connection with the foreign investor's obligation to reverse a foreign investment based on a decision on the prohibition of foreign investment, as well as a foreign investment planned or made after the target person enters liquidation or after the initiation of bankruptcy proceedings, restructuring proceedings or other similar proceedings, execution or other similar enforcement proceedings, as well as after the enforcement of a lien or other similar security right in relation to the target person, regardless of whether it is a proceeding for which the authority of the authorities of the Slovak Republic is given. [...]
(4) Effective participation is a share in the share capital or voting rights of the target person of at least 25%; if it is a critical foreign investment, effective participation is a share in the share capital or voting rights of the target person of at least 10%.
(5) An increase in effective participation means an increase in the already acquired effective participation of the foreign investor in the share capital or in the voting rights of the target person to at least 50%; if it is a critical foreign investment, an increase in effective participation means an increase in the already acquired effective participation of the foreign investor in the share capital or voting rights of the target person to at least 20% and always when at least 33% or 50% is reached.
[...]
§ 3 Critical foreign investment
A critical foreign investment is a foreign investment in connection with which, due to the importance of the target person or his activities from the point of view of maintaining the basic functions of the state, there is an increased risk of a negative impact on the security or public order of the Slovak Republic.
§ 4 Foreign investor
(1) A foreign investor is anyone who has made a foreign investment or plans to make such an investment and a)
is not a citizen of the Slovak Republic or another member state of the European Union or
b) does not have its registered office or place of business in the Slovak Republic or in another member state of the European Union.
(2) A foreign investor is also a citizen of the Slovak Republic or another member state of the European Union who has made a foreign investment or plans to make such an investment if
a) the financing of the foreign investment is secured through resources provided by a public authority of a third country or an entity with a third country's ownership interest, or
b) acts in relation to this foreign investment in agreement 4) with a person according to paragraph 1, with a public authority of a third country or with an entity with a property participation of a third country.
(3) A foreign investor is also a person with a registered office or a place of business in the Slovak Republic or in another member state of the European Union, who has made a foreign investment or plans to make such an investment, if
a)is controlled by 6) a person according to paragraph 1, a public authority of a third country or an entity with a third country's property participation,
b) its final user of the benefits is a person according to paragraph 1, a public authority of a third country or an entity with an ownership interest of a third country,
c) the financing of the foreign investment is secured through resources provided by a public authority of a third country or an entity with a third country's ownership interest, or
d) acts in relation to this foreign investment in agreement 4) with a person according to paragraph 1, with a public authority of a third country or with an entity with a property participation of a third country.
(4) A foreign investor is also a legal arrangement of property with a foreign element, on whose account the foreign investment was made or is planned to be made; if the legal arrangement of property with a foreign element does not have legal personality, the person entrusted with the management of this property is considered a foreign investor.
(5) A legal arrangement of property with a foreign element is a legal arrangement in which, according to paragraphs 1 to 3, a person has the position of administrator, founder, person in whose interest the arrangement was established, a person to whom performance is provided from the arrangement, a person who can appoint or dismiss an administrator or a person to whom performance is provided from the arrangement, or a person whose consent is conditional on the appointment or removal of an administrator or a person to whom performance is provided from the arrangement, or a legal arrangement for the operation of which the assets provided by the person according to paragraphs 1 to 3 are used.
§ 5 Target person
The target person is a person based in the Slovak Republic that exists or will be created in connection with a foreign investment, regardless of its legal form, existence of legal personality, method of financing and focus of activity, including the focus of activity on achieving profit.
§ 6 Definitions
For the purposes of this Act, it shall be understood
a) by making a foreign investment
1. entry into force of the contract, the subject of which is the realization of a foreign investment, or
2. if there was no contract concluded according to the first point, acquisition of the target person or part of the target person, acquisition of an effective participation in the target person, increase of effective participation in the target person, acquisition of control in the target person, acquisition of substantial assets of the target person or commencement of activities of the target person or part activities of the target person, depending on which of the listed facts occurred first, [...]
c) the public authority of a third country is the government, other state authority, territorial or self-governing authority that exercises state power in a state that is not a member state of the European Union,
d)  a legal entity or other entity in which a public authority of a third country participates in the management is an entity with a third country's property participation,
e) the negative impact of a foreign investment means a situation where a foreign investment threatens or disrupts the security or public order of the Slovak Republic or the security or public order in the European Union; when assessing the negative impact of a foreign investment, factors according to §10 are taken into account,
f) the risk of a negative impact of a foreign investment means a situation where there is a reasonable assumption that the foreign investment may threaten or disrupt the security or public order of the Slovak Republic or the security or public order in the European Union; when assessing the risk of a negative impact of a foreign investment, the factors according to §10 are taken into account ,
g)  a mitigation measure is a measure imposed in a decision on a conditional permit for a foreign investment, which ensures the elimination of the identified negative impact of the foreign investment; it concerns a foreign investment or the activity of a foreign investor or a target person, in particular their actions or the ownership structure or organizational structure of a foreign investor or a target person, and is ensured mainly through an obligation to do something, an obligation to refrain from something, an obligation to give up certain rights or part of property or obligations to preserve them, while several measures and obligations can be imposed simultaneously in one decision,
h)  the consulting bodies are the Ministry of the Interior of the Slovak Republic, the Ministry of Defense of the Slovak Republic, the Ministry of Foreign and European Affairs of the Slovak Republic and, if it concerns their scope, other ministries as well [...]
[...]
§ 7 Competence of State Administration Bodies
(1) Ministry of Economy
a) inspects foreign investments according to this law,
b) issues an opinion on the risk of negative impact of foreign investment and an opinion on the impact of foreign investment on the security and public order of the Slovak Republic,
c) controls compliance with obligations established by this law and obligations imposed in decisions issued pursuant to this law
[...]
§ 9 In proceedings on foreign investment (hereinafter referred to as "proceedings"),
a) assesses the risk of negative impact of foreign investment according to §15,
b) checks the foreign investment according to Sections 16 to 21.
§10 Factors
(1) The proceedings take into account factors according to a special regulation, 19) as well as others
a) facts concerning the target person,
b) facts concerning the foreign investor, persons controlled by the foreign investor, and persons controlling the foreign investor,
c) broader context and circumstances under which the foreign investment is planned or carried out.
(2) According to paragraph 1 letter a) the impact of the foreign investment on the target person, including its activity, and the associated possible impact, especially on
a) systems, equipment or real estate necessary for the proper functioning of the infrastructure ensuring the administration of justice and imprisonment,
b) access to information that is important from the point of view of protecting the security and public order of the Slovak Republic, including personal data,
c) the possibility to process and protect information according to letter b), including the possibility to obtain, record, view or otherwise use or delete it,
d) other infrastructure, technologies, resources, systems and supplies, the disruption, damage, destruction, failure or misuse of which could threaten or disrupt the security or public order of the Slovak Republic.
[...]
§ 11 Proceedings based on a request for verification
(1) If it is a foreign investment that is a critical foreign investment, the foreign investor is obliged to submit a request for verification before making the foreign investment. A critical foreign investment cannot be made before the issuance of a decision on foreign investment authorization or a decision on conditional foreign investment authorization.
(2) If it is a foreign investment that is not a critical foreign investment, the foreign investor is entitled to submit a request for verification before making the foreign investment.
(3) The request for verification is submitted by the foreign investor to the Ministry of Economy.
(4) Proceedings based on a request for verification begin on the day the request is delivered to the Ministry of Economy.
§ 12 Acting ex officio
(1) The Ministry of Economy will initiate proceedings ex officio on its own initiative or on the basis of an initiative of one of the consulting bodies, the Police Force or the intelligence service, if
a) it can be reasonably assumed that the risk of a negative impact of the foreign investment already existed at the time of its implementation,
b) these are reasonable comments from another member state of the European Union or the opinion of the European Commission on foreign investment 20 ) or
c) there is a suspicion that the law has been circumvented.
(2) The Ministry of Economy can initiate proceedings ex officio no later than two years from the date of the foreign investment, if § 36 par. 4 or § 46 par. 3 does not provide otherwise.
(3) Ex officio proceedings begin on the day of sending the notification of the initiation of the screening to the foreign investor and the target person.
[...]
§ 16 Screening
(1) The Ministry of Economy will check the foreign investment if
a) a foreign investor has submitted a request for a review of a critical foreign investment,
b) the foreign investor or the target person did not cooperate during the risk assessment of the negative impact of the foreign investment,
c) consultations according to § 15 par. 2 and 3 the risk of negative impact of foreign investment was identified or
d) it is an ex officio proceeding. [...]
(5) If, according to the consulting body, the foreign investment has a negative impact on the security or public order of the Slovak Republic, the opinion on the impact of the foreign investment on the security and public order of the Slovak Republic contains
a) a description of the identified threat or disturbance together with justification,
b) a proposal for mitigation measures, if it is a threat or disturbance that can be eliminated, and a proposal for the foreign investor's obligations to ensure the fulfillment of these measures, and
c) justification of the adequacy of the proposed mitigation measures and the obligations of the foreign investor, which will ensure the fulfillment of these measures.
[...]
§ 18 Decision on permission of foreign investment
(1) The Ministry of Economy will issue a decision on the foreign investment permit within ten days from the end of the consultations; the decision on the permission of foreign investment is delivered without delay to the foreign investor and the target person and for the information of the consulting authorities, the Ministry of Finance, the Police Force and the intelligence services.
[...]
§ 19 Decision on the conditional permission of foreign investment
(1) The Ministry of Economy shall issue a decision on the conditional permission of foreign investment within ten days from the date of completion of the consultations; the decision on the conditional permission of the foreign investment is delivered to the foreign investor and the target person and for the information of the consulting authorities, the Ministry of Finance, the Police Force and the intelligence services.
[...]
§ 20 Decision on banning foreign investment
(1) Within ten days of the end of the consultations, the Ministry of Economy will submit to the Government of the Slovak Republic (hereinafter referred to as "the Government") an opinion according to which the foreign investment has a negative impact.
(2) The Ministry of Economy issues a decision on banning foreign investment within ten days from the day the government agreed with the opinion according to which the foreign investment has a negative impact; the decision on the prohibition of foreign investment is delivered to the foreign investor and the target person and to the consulting authorities, the Ministry of Finance, the Police Force and the intelligence services. [...]
(4) If it is a ban on foreign investment, the statement of the decision on the ban on foreign investment also contains a draft of the obligations of the foreign investor, which will ensure the fulfillment of the ban on foreign investment, in particular
a) the foreign investor's obligation to reverse the foreign investment made; the reversal of a foreign investment is the restoration of the state that existed before the foreign investment was made or the introduction of a state when the investment no longer meets the definition of a foreign investment or a critical foreign investment,
b) imposing a restriction or ban on the exercise of rights acquired as a result of foreign investment, if this is necessary to protect the security and public order of the Slovak Republic or security and public order in the European Union,
c) the obligation of the foreign investor to appoint an administrator if this is necessary to protect the security and public order of the Slovak Republic or the security and public order in the European Union,
d) a reasonable period of time to fulfill the obligations imposed by the decision." (Act No. 497/2022 Coll. on Screening of Foreign Direct Investments for the protection of the security and public order, Sections 1, 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 16, 18, 19, and 20 [google translation])
--------------------------
"§ 1 Subject of the law
This law provides
a) the organization and competence of state administration bodies in the area of ​​critical infrastructure,
b) the procedure for determining the critical infrastructure element,
c) the responsibilities of the operator in protecting the critical infrastructure element and the liability for breaches of those obligations.
[...]
§ 9 Obligations of the operator [...]
The operator is obliged to notify the competent central authority without delay
a) a change in the subject of the activity which may affect the identification of the element and its classification in the sector,
b) the transfer or transfer of an element to another, including the sale of an enterprise or part of an enterprise, as well as changes in persons who have a direct or indirect interest in the operator in excess of 10% of its share capital or voting rights or have the power to exercise control over the operator, which is comparable to the effect corresponding to this share (hereinafter referred to as the "acquirer"),
c) entry into liquidation, commencement of insolvency proceedings, restructuring proceedings or other similar proceedings, execution or other similar enforcement proceedings, as well as commencement of the exercise of a lien or other similar right in relation to the operator or his property, whether or not: proceedings for which the authorities of the Slovak Republic are competent.
[...]
§9a - Special arrangement for elements from sectors within the competence of the Ministry of Economy of the Slovak Republic
The provisions of §9b to §9e apply to elements from sectors 3. Energy and 5. Industry according to Annex no. 3 .
§9b
(1) The Central Authority may examine whether the direct or indirect transfer or transfer of an element to another, regardless of whether the legislation of the Slovak Republic applies, does not disturb the public order or national security of the Slovak Republic, another Member State of the European Union or the interests of the European Union.
(2) Indirect transfer of an element means a change in persons who have a direct or indirect participation in the operator in excess of 10% of its share capital or voting rights, or have the option of exercising an influence on the management of the operator comparable to that corresponding to that share.
(3) The operator, lien creditor, liquidator, administrator of the bankruptcy estate, executor or other person authorized to transfer the element, or the one who is to acquire the element (hereinafter referred to as "applicant"), is in cases under § 9 para. 2 letter (c) be required to request the review of such a transfer in advance. A request for review (hereinafter referred to as "the request") shall be made in writing to the Central Authority.
(4) Exercise of rights and obligations arising from the concentration pursuant to a special regulation on the protection of competition, in so far as it relates to an element or part thereof, shall be prohibited during the review pursuant to paragraphs 1 and 3.
(5) The Central Authority shall examine the notification of the acquirer or the application and carry out an investigation into the breach of public order or national security of the Slovak Republic, another Member State or the interests of the European Union. For this purpose, the acquirer, the applicant and other public authorities are obliged to cooperate with the Central Authority for the examination of the application and the investigation.
(6) In the case of the procedure under paragraphs 1, 3 and 5, the Central Authority shall, within 60 days of receipt of the notification by the acquirer or the request, notify the result of the examination. If the Central Authority assesses that the transfer or transfer of an element endangers the public order or national security of the Slovak Republic, another Member State of the European Union, or the interests of the European Union, it shall propose to the Government to refuse consent to the transfer or transfer. The provisions of paragraph 4 shall apply mutatis mutandis pending a decision by the Government.
(7) The draft government decision prepared by the central authority contains in particular:
a) a draft decision of the government in the main proceedings, including a possible draft of the condition, as well as obligations related to the condition, in particular to control, ensure its fulfillment and to achieve its purpose,
b) risk analysis from the point of view of public order and national security,
c) evaluation of favorable or unfavorable effects from the transfer of the element for the Slovak Republic,
d) instruction on appeal.
(8) The Security Council of the Slovak Republic submits an opinion to the Government on the draft decision of the Government pursuant to paragraph 7.
(9) The Government shall grant consent or consent to the transfer of a condition if in relation to the transfer or transfer of the element for the Slovak Republic the beneficial effects outweigh the risks in terms of public order and national security, or the condition imposed in the decision ensures that the beneficial effects prevail.
(10) If the government refuses to consent to the transfer, the exercise of rights and obligations arising from such transfer is prohibited. If the government agrees to the condition, the applicant or acquirer is not entitled to exercise the rights and obligations under the transfer under consideration until such condition is met. He is obliged to immediately notify the Central Authority of the fulfillment of the condition.
(11) The Central Authority may, notwithstanding the outcome of the review under paragraphs 1 and 3, if it has a reasonable suspicion that the transfer may violate the public policy or national security of the Slovak Republic, another Member State or the interests of the European Union, paragraph 6, the Government for consent to the transfer or transfer of an element under paragraphs 2 or 3.
[...]
Annex no. 3 to Act no. 45/2011 Coll.
SECTORS UNDER CENTRAL AUTHORITIES [...]
Sector: 3. Energy 
Subsector: Mining, Electricity, Gas, Oil and petroleum products 
Central Authority: Ministry of Economy of the Slovak Republic
[...]
Sector: 5. Industry 
Subsector: Pharmaceutical industry, Metallurgical industry, Chemical industry 
Central Authority: Ministry of Economy of the Slovak Republic [...]" (Act on Critical Infrastructure (45/2011 Coll.), as amended by Act no. 72/2021 Coll. of 5 February 2021 (in force from 01.03.2021), Articles 1, 9, 9a, 9b and Annex no. 3 [google translation])
Act No. 497/2022 Coll. on Screening of Foreign Direct Investments for the protection of the security and public order, Section 12, as amended by Law 95/2023 Coll. of 16 March 2023
Act on Critical Infrastructure (45/2011 Coll.), as amended by Act no. 72/2021 Coll. of 5 February 2021 (in force from 01.03.2021)
Act No. 497/2022 Coll. on Screening of Foreign Direct Investments for the protection of the security and public order
[<a href="https://www.slov-lex.sk/pravne-predpisy/SK/ZZ/2023/95/">Amendment</a>],[<a href="https://www.slov-lex.sk/pravne-predpisy/SK/ZZ/2022/497/#poznamky.poznamka-2">Act</a>],[<a href="https://www.slov-lex.sk/pravne-predpisy/SK/ZZ/2021/72/20210301">Act</a>],[<a href="https://foreigninvestment.bakermckenzie.com/2021/04/13/slovakia-introduces-new-foreign-investment-screening-regime/">Other</a>],[<a href="https://www.schoenherr.eu/content/new-investment-screening-mechanism-in-slovakia/">Other</a>],[<a href="https://cms-lawnow.com/en/ealerts/2023/02/the-new-act-on-screening-foreign-investments-due-to-come-into-force-from-1-march-2023">Other</a>]