Following the first year of Ireland’s mandatory notification regime under The Screening of Third Country Transactions Act 2023 (the “Act”), the Department of Enterprise, Tourism and Employment (the “Department”) has published its annual report for 2025 on the notifications made over the previous year (the “Report”). The Act’s FDI screening regime is intended to balance “Ireland’s continued attractiveness as a location for inward investment, with a robust, but proportionate screening mechanism that protects security and public order and enhances the State’s ability to response to potential threats”.
The Report provides an overview of the Department’s FDI screening activities and is a useful insight into Irish third country transaction FDI screening trends, as the transactions notified to the Department are generally kept confidential.
The Department has also published its updated guidance on the operation of the FDI screening regime in its publication Inward Investment Screening: Guidance for Stakeholders and Investors (the “Guidance”). Overall, the amendments to the previous edition are minor, but we have highlighted the main changes further below.
Overall, in the first year of the FDI screening regime there were 102 notifications to the Department, of which the majority were processed within 2 weeks and c. 25% went on to full review, such that the filing burden has been manageable. In terms of review outcomes, no transaction was prohibited, and the remedies intervention rate was a very low proportion of the transactions notified (c. 2%). The number of transactions caught by the FDI screening regime is unlikely to change prior to the implementation of EU legislative reforms, as the updated Guidance does not provide a new basis for parties to take a narrower interpretation of notification grounds.
Overview of the Transactions Screened by the Department
A total of 102 notifications under the Act were submitted in 2025, of which:
- 66 were not formally screened as the Department determined that the transactions did not meet all the criteria for a mandatory notification and the Department did not accept jurisdiction (ie, these transactions were ‘screened out’). In addition, one notification was rejected for being incomplete, and one was withdrawn by the notifier.
- 26 were subject to a screening notice.
- Eight of the notifications subject to full review in 2025 were still undergoing assessment at year end.
- The top five economic sectors covered by the notifications subject to a screening notice were: Energy, Telecommunications, ICT, Health, and Pharmaceuticals.
- The third countries of the ultimate investors in these transactions included: the USA, UK, UAE, Monaco, China, and Japan. The majority of ultimate investors has the USA or UK as their third country (in 21 out of 26 cases).
- No transactions were called in under Section 12 of the Act for discretionary FDI screening in 2025.
Of the notifications subject to a full review, 2 were approved subject to conditions. In each case, the conditions imposed were to ensure the continuity of critical services under the contractual arrangements of the target company.
The 26 notifications subject to a screening notice fell within the following sectors covered by Section 9(1)(d) of the Act:
- Critical Infrastructure: 18
- Critical technologies and dual-use items: 4
- Supply of Critical Inputs: 3
- Access to Sensitive Information: 1
Notifications and the Assessment of Transactions
The Report provides some insights into the notification process and their assessment considerations in practice:
- Assessments: Assessments are carried out on a case-by-case basis, and the Department considers (i) the activities of the target business / asset in the State and whether disruption to those activities could undermine or threaten security or public order, and / or (ii) whether there could be a transfer of sensitive technology or intellectual property rights back to the investor’s home country.
- Information Requests (“RFIs”): Most RFIs concerned the activities of the target company, but RFIs also included requests on the investor’s activities, customers and end-users of products / services, distribution and supply chains, alternative providers and market shares, the sensitivity and security of data, export control, participation in EU programmes and projects, and the relevant ownership structures and financials.
- Average Time from Notification Submission to Screening Notice decision: Average of 9.76 days (the Department endeavours to complete its initial assessment within 10 days). The longest period for a notification in 2025 was 47 days.
- Average Time to Complete FDI Screening Process: For the 26 notifications screened, the review period ranged from 27 to 85 days, with an average of 40.5 calendar days. This compares to the statutory review period of 90 calendar days, extendable to 135 days were necessary.
Updates to the FDI Screening Regime and Developments in the Broader EU Context
Updated Guidance
The Department’s updated Guidance introduces some minor amendments to clarify some aspects of the FDI screening regime. Main changes include:
- Critical Inputs Sector: Broadens the Guidance’s reference to existing prospecting and mining operations concerning critical raw materials as being covered by the mandatory notification obligation for operations beyond prospecting and mining.
- Transaction Value Threshold: Clarification that the transaction value threshold also includes amounts deducted from the full value in relation to, for example, debt restructuring, and may apply where the transaction involves the acquisition of a number of associated assets or undertakings.
European Legislative Developments
- European Legislative Background: The Act was adopted and commenced in the wider context of the growing adoption of FDI screening mechanisms by countries globally and in the EU context of EU Regulation 2019/452 (the “FDI Regulation”).
- Co-operation Mechanism: The FDI Regulation created a cooperation mechanism for Member States and the European Commission to share information on FDI filings made in Member States and to raise specific security or public order concerns that may be posed by certain transactions, albeit the FDI screening decisions remained a Member State competence.
- Future Reform: The Council of the European Union and the European Parliament have recently reached a provisional political agreement to revise the FDI Regulation to reduce the uncertainty for investors in the divergences in the scope, thresholds, timelines, and procedures across national FDI screening regimes in the EU. Once adopted, the revised FDI regulation will apply 18 months after the entry into force of the regulation.
Contact Us
Matheson’s Competition and Regulation group regularly advise on all aspects of Irish FDI screening and merger control and are on hand to provide any support as needed.
