1. Background and legal basis

Government Decree 163/2025 entered into force on 24 June 2025. (VI.23.) Government Decree, which brought significant changes to the Hungarian system of foreign direct investment (FDI) control. The new regulation grants the Hungarian state a general right of pre-emption in the case of all notifiable foreign acquisitions, and it is also applicable retroactively to ongoing transactions.

2. Scope of the new pre-emption system 

According to the new regulation, the Hungarian state is entitled by law to a pre-emption right in the case of all Hungarian companies, the acquisition of which by a foreign investor is subject to notification and for which the Minister of National Economy issues a prohibitive decision.

Main features of the system:

• General application: the right of pre-emption now applies to all notifiable transactions, not only to the solar sector, which was previously treated separately.
• Scope: the new rules also apply to transactions already in progress at the time of entry into force.
• Extended deadlines: the deadline for the ministerial procedure increases from 30 to 45 working days and can be extended three times by 30 days.
• Pre-emption deadline: in the event of a prohibitive decision, the state may exercise its pre-emption right within 90 days.
  

3. When is a transaction notifiable?

A foreign acquisition is notifiable if one of the following conditions is met:

• Acquisition of at least 10% ownership in a Hungarian company operating in a strategic sector;
• Acquisition of control (25%, 50% or majority share);
• Increase in shareholding above specified thresholds;
• Acquisition of infrastructure, technology or key assets in sectors of national security or public interest.
  

Strategic sectors include:

• Energy, utilities
• Transport, logistics
• Defence, military technology
• Agriculture, food industry
• Financial and insurance sector
• Infocommunications
• Healthcare, pharmaceuticals
• Construction, critical infrastructure

Due to the wide range of sectors, the number of transactions that may be subject to FDI control is increasing significantly.

4. What should foreign investors know?

Foreign investors planning to acquire companies in Hungary should:

• Conduct a preliminary due diligence on the classification of the relevant sector and FDI obligations;
• Prepare for the transaction process to be extended due to the expanded investigation;
• Rethink the transaction structure to mitigate the risk of state intervention;
  • Involve Hungarian legal counsel at an early stage.