Through its 27 February 2025 law ("Law 33/2025"), the Moldovan Parliament amended the current rules on control of investments into sectors important for the security of the state ("Law 174/2021" or the "FDI Law"). The amendments enter into force on 20 April 2025.
The updated list of sectors important for Moldova's security
The sectors are: (a) the exploitation (exploatarea) of infrastructure in the field of energy, transport, water and sewage, communications, data processing or storage, aerospace, defence and election, as well as the real estate essential for using such infrastructure; (b) the exploitation of information technologies in critical energy infrastructure, the exploitation of artificial intelligence, robotics, semiconductor and cybersecurity technologies, aerospace technologies, defence technologies, quantum and nuclear technologies, nanotechnologies and biotechnologies; (c) the management of airports, bus terminals, rail traffic, inland waterways, ports and quays for inland waterway traffic, except for temporary quays; (d) the use of nuclear materials and management of radioactive waste and hazardous chemical waste; (e) television broadcasting and audio-visual services; (f) the design, production, maintenance and operation of systems and components used in air traffic management and the provision of air navigation services; (g) the design, production, maintenance and operation of aircraft, including dual-purpose unmanned aircraft and their components; (h) the design, maintenance and operation of aerodromes and heliports; (i) the production, export, re-export, release for free circulation (import) of armaments, munitions and military equipment, products, technologies and services that can be used in the manufacture and use of nuclear, chemical and biological weapons and missiles; (j) the administration of the state's public registers and the security of public computer networks and systems; (k) work in the field of hydrometeorology and geophysics, including the geological study of subsoil resources and/or exploration of deposits of useful natural substances; (l) the production of cryptographic information protection tools; (m) the production and acquisition, for commercial purposes, of means for protecting information classified as state secret; (n) the production of explosive materials for industrial use and activities for their distribution; (o) the provision of mobile or fixed electronic communications networks and/or services; (p) the provision of port services (loading, unloading and storage, domestic and international freight forwarding, etc.); and (q) the execution of topographic-geodesy and cartographic works for the production and editing of topographic and aeronautical maps, the development of special geodesic networks and the creation of geo-information systems.
As before, Law 33/2025 neither clarifies the notion of exploitation nor defines or explains certain new inclusions, such as data processing or storage, the exploitation of artificial intelligence, critical energy infrastructure, etc.
Transactions excluded from the scope of the FDI Law
In addition to the current exclusions, the following transactions will be excluded from the application of the FDI Law: (a) transactions carried out inside the same group of companies; (b) transactions relating to an increase of a shareholding in the share capital of an undertaking active in an area of importance for state security, if the persons concerned already hold control; (c) transactions carried out by state-owned enterprises and commercial companies with majority public capital, by central and local administration authorities; and (d) transactions relating to the reorganisation of an undertaking active in an area of importance for state security, if the reorganisation does not involve a change in the shares held in the share capital, including when new legal entities are established.
Importantly, sale and purchase transactions involving assets that are part of or belong to companies with investments in a relevant sector must now exceed EUR 1m in value, provided the assets represent at least 25 % of the company's total asset value according to its latest financial statement.
Screening criteria
Investments will be refused for investors who: (i) are suspected, accused or defendants in criminal proceedings related to money laundering offences, regardless of jurisdiction; (ii) are the subject of documented evidence and information by Moldovan authorities indicating involvement in actions that pose a particular threat to state security; (iii) have had contractual relations terminated due to non-performance or inadequate performance of assumed obligations; (iv) have been convicted of corruption, corruption-related acts or other corrupt practices; (v) are being prosecuted for a serious, particularly serious or exceptionally serious crime; and (vi) are currently, or have been within the last five years, listed as persons subject to restrictive measures imposed by international bodies such as the European Union, the United Nations or other international organisations.
Additionally, each investor will be screened in relation to the following criteria: (a) experience with similar projects; (b) transparency and clarity regarding the source of money, ownership, founders, managers and beneficial owners; (c) whether the investor is acting individually or in concert, including as a beneficial owner, and is resident in jurisdictions that do not implement international transparency standards, as determined by the Government of Moldova; (d) whether the investor is controlled, directly or indirectly, by the government of a foreign state, including through its public authorities or institutions, its armed forces, its controlling commercial and non-commercial companies, including through ownership structures or ongoing financing, and whether this may threaten the security of the state; (e) the extent to which an investment is likely to provide, directly or indirectly, access to the personal data of citizens of Moldova to governments of foreign states; (f) the possibility that an investment may have the effect of increasing or creating new cybersecurity vulnerabilities or the possibility that a government of a foreign state may have the ability to engage in cybersecurity activities that may affect national security; (g) whether there is a risk that the foreign investor would pursue the objectives of a third country or facilitate the development of a third country's military capabilities; and (h) the possibility that an investment may create a particular threat to state security.
Application documents – modified
In addition to documents that an investor must present, the criminal record certificates of the shareholders – natural persons (not only of the UBOs) are now presentable as well.
A duty of confidentiality is introduced for the Council for Promotion of Investment Projects of National Importance (the "Council") and its personnel.
Prior consultations with the Council – possible
Potential investors may submit consultation requests to the Council, which is required to respond within ten business days, with the possibility of a seven-day extension.
The Council may revisit its previous approval
The Council may, on its own initiative, review investments regardless of when they were realised (including those previously approved), if it becomes aware of evidence or confirmed information from competent authorities indicating that such investments pose a particular threat to state security.
What are the risks and sanctions involved?
In case of investment without prior approval from the Council (after the entry into force of the FDI Law) or in case of the failure to observe the Council's decisions:
(i) the Council may order the parties involved to restore the situation to its state prior to the investment by submitting supporting documentation. The deadline for compliance will be no less than 10 days, but may be extended;
(ii) in the event of failure to comply with the deadline under (i), the Council may decide to fine the investor 5 % of its annual turnover in the previous year, capped at MDL 5m; and
(iii) if the parties exceed the time allotted to restore the situation to its prior state for reasons attributable to them, the Council may order the suspension of the economic activity in the areas of importance for state security, if this is justified by the existence of an imminent threat of irreparable damage. The suspension will be maintained until either party submits documents confirming the restoration of the situation prior to the investment, and the Council will evaluate these documents and decide on whether to lift the suspension.
FDI scrutiny in Moldova set to tighten
Besides expanding the list of sectors, it appears that as of 20 April 2025, FDI screening will require more effort from investors to obtain approval from the Council. Currently, the average time needed to secure approval from the Council exceeds three and a half months. Although the prior consultation mechanics may assist investors, we believe the undefined notions in Law 33/2025 will lead to an increasing number of filings. Following these changes, investors will likely take a more cautious approach when drafting or amending their business constitutive documents in Moldova. As practice shows, businesses are sometimes scrutinised simply for including a specific activity in their articles, with no option to change it once the Council takes notice.
By Vladimir Iurkovski, Partner, Schoenherr