Guidance On FDI Screening Obligations In Austria

December 2025 – The Austrian ministry responsible for Foreign Direct Investment (FDI) matters, the Federal Ministry for Economy, Energy, and Tourism (“the Ministry”), recently released guidance on the assessment of the filing obligation for foreign direct investments in Austria. In particular, it provided clarification on the scope of critical infrastructure and offered information regarding the acquisition of key assets, controlling influence, as well as the micro-enterprise exemption.

In general, Austrian FDI rules apply to foreign direct investments into Austria by non-EU, non-EEA, and non-Swiss persons or undertakings. The Austrian FDI regime applies when such persons or entities acquire an Austrian undertaking, obtain 10%, 25%, or 50% of voting rights (e.g., share deals), gain controlling influence, or acquire control over essential assets (e.g., asset deals). Further, the Austrian target must operate in a security-relevant sector for the FDI regime to apply. The Ministry applies a broad jurisdictional test and generally assumes that a filing obligation exists whenever the target operates in a critical-infrastructure sub-sector such as health, food, telecommunications, or transport (as specified in a detailed Annex to the Austrian Investment Control Act (“ICA”)) or in another area that may raise security or public-order concerns. However, the Ministry has now provided additional clarification on how it interprets activities falling under “critical” sectors.

1. Covered investments

According to the ICA, asset deals require that the buyer obtain controlling influence over essential assets, as this may shift a company's market position and create security risks. Examples include taking over employees or customers, or acquiring approvals, inventory, records, and customer lists. Further, under the ICA a controlling influence may exist even without meeting voting thresholds if the acquirer can otherwise control the company's operations, including through rights such as strategic vetoes covering thereby situations beyond merger control.

2. Interpretation of sensitive sectors

• Food sector: Although “food” appears as a critical infrastructure category, the Ministry emphasises that only food-related activities with at least abstract relevance for security fall within the scope of the regulation. Many everyday or low-impact activities such as vending-machine refreshments, burger stands, or the sale of frozen fries formally relate to “food” but lack any security relevance. As they are not deemed as even abstractly critical, they do not trigger filing or approval obligations under the FDI regime.
• Health & food: The categories “health” and “food” apply strictly to human health services and human nutrition. Activities connected to veterinary medicine, animal feed, or similar non-human contexts are excluded and therefore fall outside the relevant FDI sectors.
• Finance: Gambling is classified under the “finance” category because of inherent risks as defined by the Ministry including money laundering, terrorism financing, criminal-network funding, and threats to financial-market stability. These risks justify the sector's inclusion among potentially security-relevant activities.
• Information technology: Ancillary activities are not within the scope if they only serve to fulfil the main activity and the main activity is not information technology. For example, a clothing retailer running an online shop relies on IT, but only as an ancillary element, and therefore does not fall within the IT-critical category. Similarly, marketing, advertising, communication strategies, and related IT services such as building websites, apps, or digital sales tools are viewed as commercial support functions rather than IT-critical activities under Austria's FDI rules.
• Transport: The term “transport” covers a broad range of regulated activities, including passenger and freight transport, rail, road traffic, motor vehicles, shipping, aviation, and cable-car operations. However, activities merely related to transport such as selling paints, coatings, smart-repair products, or dent-removal tools do not fall within this category, as they lack infrastructural relevance.
• Energy: Waste-management activities such as the collection, processing, recycling, energy recovery, or disposal of municipal solid waste are not regarded as part of the energy sector for FDI-approval purposes.

Considering that the list of sensitive sectors is non-exhaustive, the Ministry has already assessed, e.g., that security services are also seen as critical even though not listed. However, the following activities are not covered by the Annex and are not considered critical:

• Services: Pure consulting services without operational activities are excluded, as are trainings, technical support, workshop-planning advice, process optimisation, management consulting, and activities such as collection, processing, recycling or disposal of municipal solid waste, street cleaning, green-area maintenance, building and facility cleaning, disposal of industrial waste, and remediation of contaminated soil.
• Packaging: Packaging for food or pharmaceuticals/medical devices falls under Austrian FDI control only if it concerns critical products subject to legally regulated packaging requirements.
• Marketing: Marketing and communication services including strategy development, campaign planning and execution, and IT services for websites, apps, and digital sales tools are not considered critical.

3. Micro-enterprise exemption

The micro-enterprise exemption applies when the target has fewer than ten employees and turnover or balance-sheet totals below EUR 2 million, as confirmed after two consecutive years above or below the threshold. Each target company is evaluated separately, and the exemption applies to the company as a whole, not individual business units.

4. Conclusion

Overall, the Ministry's guidance is welcomed for clarifying the concept of control, narrowing the wide interpretations of critical sectors and confirming that unlisted sectors may still be considered critical where security or public-order concerns arise. By providing concrete examples, the guidance reduces legal uncertainty for investors. It also offers clarity on how the acquisition of key assets and controlling influence is interpreted by the Ministry. Taken together, this guidance contributes to a more predictable and transparent FDI screening process in Austria, allowing investors to better assess if FDI clearance is required.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.