This content is relevant for:Company Formation / FDI
Business Location Germany
In most cases, foreign investors can acquire stakes in German companies without restriction. The Federal Ministry for Economic Affairs and Energy (BMWi) may however review and, where necessary, prohibit acquisitions of German domestic companies.
Greenfield investments, where a new company is established, are not affected by the review. The scope of the review procedure is limited to acquisitions of domestic companies as well as substituting transactions - such as asset deals involving all significant assets of domestic companies.
The subject of the cross-sectoral investment review is whether the acquisition is likely to affect the security or public order of Germany, another member state of the EU or specific projects/programs of EU interest. Any acquisition of 25 percent or more of the voting rights of a company located in Germany by investors based outside the EU or the EFTA region can be subject to such review.
Investments falling under one of the two above-mentioned groups with a review threshold of 10 or 20 percent of the voting rights must be reported to the BMWi.
Under the sector-specific investment review, special rules apply to the acquisition of domestic companies that operate in sensitive security areas (e.g. manufacturers and developers of weapons and other military key technologies). Under these rules, the BMWi can review whether an acquisition of 10 percent or more of the voting rights of a domestic company by any foreign buyer poses a threat to German essential security interests. These acquisitions are also subject to a notification obligation.
At the European level the FDI Screening Regulation establishes an EU-wide framework in which the European Commission and the Member States can coordinate their actions on foreign investments. The main purpose is to help identifying and addressing security or public order risks that affect at least two Member States or the EU as a whole by establishing a cooperation mechanism between the Member States and the European Commission. National screening machanisms remain the exclusive responsibility of the Member States.
For further information on investment reviews in Germany please refer to the Federal Ministry for Economic Affairs and Energy.
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