Ulkomaisten yritysostojen seuranta Suomessa/EN

Suomeksi

The screening of foreign acquisitions in Finland is based on the Act on the Screening of Foreign Corporate Acquisitions (172/2012). The purpose of the regulation is to protect interests essential to national security, public order and security of supply, and it is not part of the substantive competition law assessment — competition law review and FDI screening proceed in parallel, often within the same transaction.

Avainkohdat

• Mistä on kyse: Certain acquisitions of foreign ownership or voting rights in Finnish companies must be confirmed by the Ministry of Economic Affairs and Employment (MEAE) before implementation.
• Miksi sillä on kaupallista merkitystä: FDI screening is a separate process from competition law merger control, with its own timetable and approval criteria — both may simultaneously be conditions for the completion of the transaction agreement.
• Mikä menee useimmin pieleen: The regulation is currently being significantly reformed into a much broader Investment Screening Act — the scope and thresholds of the current act may no longer correspond to the situation within just a few years.

Current Regulation

The Act on the Screening of Foreign Corporate Acquisitions (172/2012) requires a foreign owner to apply to the MEAE for confirmation when it acquires at least one-tenth, one-third or one-half of the voting rights of the target company. For acquisitions relating to defence materiel and dual-use goods, confirmation is required from all foreign buyers, whether from within or outside the EU/EEA; for other sectors deemed critical (such as infrastructure important for security of supply), screening in principle applies only to buyers from outside the EU/EEA.

The MEAE may approve the acquisition or refer the matter to the Government for decision if the acquisition would jeopardise an important national interest — in particular national defence, security of supply, or public order and security.

Käytännön huomio

Although the application is formally the buyer's obligation, in practice it is worth scheduling the application for confirmation as part of the transaction's overall closing process and including it in the sale and purchase agreement as its own condition precedent, separate from competition law clearance.

Reform: The Investment Screening Act

The current act is being reformed into a broader investment screening system, which is estimated to enter into force at the earliest in spring 2027. Key changes would include, among others:

• the current voluntary confirmation procedure becoming a mandatory, ex-ante permit procedure for certain acquisitions;
• investors from within the EU/EEA being brought more broadly within the scope of screening;
• the scope being extended from defence and dual-use goods to areas including information and cyber security, energy, and critical raw materials; and
• screening being extended, subject to certain conditions, also to the establishment of new business operations (greenfield investments) in strategic sectors.

Epäselvä oikeustila

The final content of the Investment Screening Act, its entry-into-force timetable and the precise delimitation of its scope have not yet been confirmed at this stage of preparation. The current situation should always be verified on the MEAE's website before binding advice on its effects is given to a client.

See Also

• The EU FDI Screening Regulation and Cross-Border Cooperation
• The EU Foreign Subsidies Regulation (FSR)
• Fundamentals of Merger Control and the Notification Obligation

Sources

Lainsäädäntö ja lähteet tarkistettu 6.9.2026.