Update: North Macedonia adopts the FDI Screening Act

On 7 October 2026, the Assembly of North Macedonia adopted the Law on Notification and Screening of Foreign Direct Investments (Закон за пријавување и проверка на странски директни инвестиции) ("FDI Screening Act"). The FDI Screening Act enters into force on 21 October 2026 but will apply only from 21 April 2028.

We analysed the draft and its key provisions in our earlier insight "A close look into draft Law on Foreign Direct Investment Screening in North Macedonia". Below are the main amendments to the draft.

Deadlines in the screening procedure

The procedure starts with a preliminary phase. Within 15 days of receiving a notification, the Ministry of Foreign Affairs and Foreign Trade confirms whether the investment falls within the scope of the FDI Screening Act and thus needs to receive approval from the Government. If the investment requires approval, the investor must submit an application for approval. The Ministry has seven days for the initial review of the application. If the application is complete, the Ministry shall issue a certificate of completeness. If the application is incomplete, the investor has 15 days to supplement it.

The screening procedure starts on the date the certificate of completeness is issued. The provisions on its duration are not fully consistent. Our reading is as follows:

• if the Ministry obtains positive opinions on the investment from all competent authorities, it must submit a draft proposal to the Government within 60 days from the issuance of the certificate of completeness;
• if the opinions indicate that the investment may pose a threat to national security, public order and strategic interests, or the Ministry has reason to believe so based on the screening, the Ministry must submit a draft decision refusing the investment within the same 60 days, extendable by up to 30 days in particularly complex cases requiring additional inter-institutional checks;
• if the Ministry conducts an in-depth review, the review may last up to 60 days. It may be extended by a further 30 days in exceptional complex cases, or the need for additional checks and consultations with other authorities. The Ministry must notify the investor of the extension, with reasons, before the 60 days expire;
• if the opinions indicate that the approval should be subject to conditions, the Ministry negotiates them with the investor for up to 30 days. The deadlines referred to above are suspended during the negotiations.

The total duration of the screening procedure, including the negotiations, may not exceed 90 days or, in the exceptional cases that justify extending the in-depth review, 120 days.

The FDI Screening Act sets no deadline for the Government to decide on the application – it only requires the decision to be delivered within three working days of its adoption. Nor does the FDI Screening Act impose any consequence if the Ministry exceeds its deadlines for the screening. Since the investment may not be implemented before it receives the FDI approval, these gaps should be factored into closing timelines and long-stop dates.

Divestment as a measure of last resort

Where a foreign investor fails to comply with the Government’s decision, or fails to notify an investment subject to notification, the Government may prohibit further foreign investment by that investor, prohibit or restrict the exercise of ownership or voting rights in the target, or order the sale of the target company, the target facility, or the shares or interests in the target within a set deadline. Under Article 19(3) of the FDI Screening Act, the Government may order divestment only where the less restrictive measures (prohibition of further investment and restriction of ownership or voting rights) are not sufficient to remove the identified threat to national security, public order and strategic interests. This reflects the principle of proportionality set out in Article 4.

Logging of access to the information system

The Ministry will maintain an information system with a database of notified, rejected, and approved investments. Applications for approval will be submitted electronically via this system. Access to the database will be restricted, and every access will be recorded with data on the user, the date and time of access, and the actions taken. As applicants must submit extensive information on ownership structures, beneficial owners, financial statements, and business plans, logging access is an additional safeguard for business secrets and personal data. The records must be kept for at least five years and be available for inspection by the personal data protection authority and other competent authorities. The system must be established within six months from the start of application of the FDI Screening Act, i.e. by 21 October 2028.

Deadline for the Administrative Court

The Government’s decision is final, but the foreign investor may challenge it before the Administrative Court. The challenge does not suspend enforcement of the decision, unless the Court decides otherwise at the investor’s request. The FDI Screening Act requires the Court to decide within 60 days of receipt of the action.

Next steps

The secondary legislation, including the form and content of the notification and the application, is to be adopted within three months from the start of application of the FDI Screening Act, i.e. by 21 July 2028. Investors planning transactions in North Macedonia that may close after 21 April 2028 should assess from the outset whether the investment falls within the scope of the FDI Screening Act and, if it does, reflect the screening timeline in the transaction schedule and documents.