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Report cross-sector investments in German companies

If you wish to invest in a German company in a cross-sector area subject to reporting requirements and you yourself are not resident in the European Union (EU) or a member state of the European Free Trade Association (EFTA), the Federal Ministry for Economic Affairs and Energy (BMWE) may review your investment and either approve it, prohibit it, or impose conditions on it. In this case, you may not complete your investment until it has been approved by the BMWE. Until approval is granted, a so-called prohibition on completion applies.

The BMWE may assess whether your investment is likely to harm Germany’s essential security interests or public order or security in Germany or the European Union (EU). Whether you must report your investment to the BMWE—that is, whether a so-called reporting requirement applies—depends on the type of German company in which you intend to invest.

  • If you are based outside Germany and intend to invest in a German company operating in a particularly security-sensitive sector, you must report the acquisition if your voting rights reach 10 percent, and the BMWE may initiate a review. This includes, for example, companies in the defense industry or IT security.
  • If you are based outside the EU or EFTA and wish to invest in a German company that is part of critical infrastructure or provides other services of particular security relevance, you must report the acquisition if your voting rights reach 10 percent, and the BMWE may initiate an investigation. This includes, for example, particularly important companies in the sectors of energy, water, food, information technology, telecommunications, healthcare, finance, insurance, and transportation, as well as media companies.
  • If you are based outside the EU or EFTA and wish to invest in a German company that provides other security-related services, you must report the acquisition if your voting rights reach 20 percent, and the BMWE may initiate a review. These include, for example, manufacturers of particularly important medications and companies active in the field of particularly important key technologies.
  • If you are based outside the EU or EFTA and wish to invest in any other German company, you are not required to report the acquisition. Regardless of this, the BMWE may initiate a review if you acquire 25 percent or more of the voting rights within a 5-year period. To obtain clarity more quickly on whether your acquisition is likely to have an adverse effect, you can submit a voluntary application for a certificate of no objection. 
  • You will then generally receive a decision from the BMWE within a maximum of 6 months. Most review procedures can be completed within 2 months. In individual cases, however, the process may take significantly longer.

  • Cross-Sector Review of Corporate Acquisitions: Approval in the Notifiable Area (Clearance)
  • Notification of a corporate acquisition pursuant to Section 55a(4) of the German Antitrust Act (AWV) to obtain clearance pursuant to Section 58a of the AWV
  • Investments in the cross-sectoral notifiable area by investors not resident in the EU or EFTA may be reviewed by the Federal Ministry for Economic Affairs and Energy (BMWE)
  • If the BMWE does not identify any likely adverse effects, it will grant approval 
    • otherwise, the acquisition of the company will be prohibited or subject to conditions
  • Review procedures may apply to investments in the following cases:
    • for companies of particular security sensitivity in the case of an acquisition of at least 10 percent of the voting rights (notification is required)
    • for companies in critical infrastructure sectors, in the case of an acquisition of at least 10 percent (there is a reporting requirement)
    • for companies providing other security-related services, in the event of an acquisition of at least 20 percent of the voting rights (a reporting requirement applies)
    • for other companies, in the event of an acquisition of at least 25 percent of the voting rights (no reporting requirement)
  • If a reporting requirement applies, the acquisition may not be completed until approval has been granted (so-called “prohibition on completion”)
  • Most review procedures can be completed within 2 months 
    • In individual cases, however, the process may take significantly longer
  • The BMWE assesses whether the investment is likely to adversely affect Germany’s essential security interests or public order or security in Germany or the EU
  • Fees have been in effect since January 1, 2024
    • The amount is specified in the Special Fee Regulation of the Federal Ministry for Economic Affairs and Climate Action for individually attributable public services within its own jurisdiction and that of the Federal Office for Economic Affairs and Export Control regarding the control of weapons of war, export control, and investment screening (BMWKBGebKAIV), and may vary depending on the individual case
  • Responsible authority: Federal Ministry for Economic Affairs and Energy (BMWE)

  • The company in which you intend to acquire voting rights is based in Germany.
  • You yourself are not resident in Germany, the European Union (EU), or the European Free Trade Association (EFTA).
  • You wish to acquire voting rights and reach
    • 10, 20, 25, 40, 50, or 75 percent in companies that are particularly security-sensitive
    • 10, 20, 25, 40, 50, or 75 percent in companies classified as critical infrastructure
    • 20, 25, 40, 50, or 75 percent in companies providing other security-related services
    • at other companies, at least 25 percent.
  • The acquisition is not expected to adversely affect Germany’s essential security interests, public order, or the security of Germany or the EU.

Fee: 800,00 - 32500,00 EUR
Payment in advance: no
https://www.bundeswirtschaftsministerium.de/Redaktion/DE/Artikel/Aussenwirtschaft/investitionspruefung.html

You should submit your investment notification online via the federal portal of the Federal Ministry for Economic Affairs and Energy (BMWE). 
If, in exceptional cases, this is not possible or reasonable for you, you may also submit the information by other means. Detailed information on this can be found on the BMWE website. 
Online Submission:

  • Go to the Federal Portal website at verwaltung.bund.de and access the online application. 
    • Note: To submit the notification online, you will need an electronic identification document, such as the online function of your national ID card.
  • The online application guides you step by step through the required information.
  • Upload the required documents as files (PDF, XLS, DOC, JPEG, PNG; maximum 10 megabytes per file) and submit the application.

The next steps are as follows:

  • The BMWE will review your information and documents.
  • If the BMWE does not initiate a review process within 2 months of receiving your notification, approval is deemed to have been granted (so-called “deemed approval”).
  • If the BMWE initiates a review process within 2 months of receiving your notification, you will receive a corresponding notice. In this notice, the BMWE will inform you which documents you need to submit. 
  • The subsequent review process varies in length depending on the complexity of the case, but generally takes no more than 4 months. As a rule, you will therefore receive a decision from the BMWE within a total of no more than 6 months from the date of your notification. In individual cases, however, the review process may take significantly longer. 
  • If the BMWE determines that there is no likely adverse impact, you will receive approval. If, on the other hand, the BMWE determines that there is a likely adverse impact, it may either prohibit your investment or impose conditions on it.

Processing time: 1 - 6 Months
The review process usually takes 1 to 6 months.

Notes on the Application Deadline:

  • You must report a reportable investment immediately after you have executed the contract (signing).
  • There is no deadline for a voluntary application for a certificate of no objection.

Notes on Deemed Approval:

  • The BMWE may initiate a review process within 2 months after it becomes aware of your investment. An extension of this deadline is possible if all parties involved agree. 
  • Once all information and documents have been received in full and the BMWE decides to review your investment, it has 4 months to complete the review process. This deadline may be extended in the following cases:
    • in the event of special difficulties: an additional 3 months 
    • if your investment affects Germany’s defense interests: an additional one month
    • In addition, an extension of the deadline is possible if all parties involved agree
    • if the BMWE submits additional inquiries, the deadline is suspended until you have responded to them

  • Lawsuit before the Administrative Court

Redirect Service: Deep Link to the Original Portal

Federal Ministry for Economic Affairs and Energy (BMWE)

The text was automatically translated based on the German content.

Source: Serviceportal Saarland