“Law 5202/2025: New Legal Framework for Foreign Direct Investment (FDI) in Greece”

(article by Α. Chlampoutaki – Senior Associate, published on Lexology, June 13, 2025)

Law 5202/2025 (Government Gazette A 84/23.05.2025), incorporating Regulation (EU) 2019/452, introduces a national mechanism for evaluating and controlling Foreign Direct Investments (“FDI”) that take place within Greek territory or may have cross-border implications. The EU Regulation’s primary goal was to establish the European legal framework relating to foreign direct investments where restrictive measures could be adopted on the grounds of security or public order subject to certain requirements that were left to be determined by the Member States. Given that foreign direct investment is welcomed as it contributes to the Union’s growth by enhancing its competitiveness, creating jobs and economies of scale, bringing in capital, technologies, innovation, expertise, and by opening new markets for the Union’s exports, this regulatory framework is only aimed at screening the investments that are likely to harm a country’s public security and order. It is to that end that Law 5202/2025 enacting the provisions of the Regulation, establishes a screening mechanism for FDIs in the Greek territory in sectors deemed as sensitive or highly sensitive such as energy, transport, digital infrastructure, defense, cybersecurity, artificial intelligence, port and sub-sea and tourism infrastructure in border regions. Furthermore, it defines the criteria for subjecting investments to screening, outlines the procedures for application submission and evaluation, and designates the competent authorities responsible for the process in Greece.

Access the article of “Law 5202/2025:New Legal Framework for Foreign Direct Investment (FDI)” here

Access the article of “Law 5202/2025:New Legal Framework for Foreign Direct Investment (FDI)” [pdf]

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“The newly voted provisions to promote strategic investments in Ιnvestment Environment”

(article by M. Katsioti – Associate, Angela Moysidou, Senior Associate and Andreas Papastathis, Junior Partner published on Lexology, January 11, 2025)

The recently enacted Greek Law 5164/2024 introduces significant updates to the existing framework for strategic investments, as outlined in Law 4864/2021. Among its key provisions, the law establishes Flagship Investments of Exceptional Importance, focusing on critical raw materials, the circular economy, and shipbuilding—sectors vital for sustainable development and economic growth.

Investors can benefit from a range of incentives, including tax exemptions, fast-track authorization procedures, and spatial development plans tailored to strategic projects. These amendments also align with European Union goals for resource sustainability, environmental protection, and strategic autonomy.

This development demonstrates Greece’s commitment to fostering an investment-friendly environment while promoting innovation and economic resilience.

For a detailed analysis, read the full article here: pdf attached

#StrategicInvestments #LawUpdates #Sustainability #EconomicGrowth

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“Strategic Investments and improvement of the investment environment”

Article by M. Katsioti, Associate and Andreas Papastathis, Junior Partner 

Until the end of November, the draft law of the Ministry of Development was under public consultation regarding, inter alia, the amendment of Law 4864/2021 entitled “Strategic Investments and improvement of the investment environment through the acceleration of procedures in private and strategic investments, creation of a framework for spin-off companies and other urgent provisions for development”. Specifically, Part F of the draft Law (Articles 61-66) provides for the provisions for the promotion of “flagship investments” by amending Law 4864/2021, the most important being that of Article 61. The term “flagship investments” is a subcategory and is included in ‘strategic investments’.

Read the full article in English here: Strategic Investments.pdf

«Στρατηγικές Επενδύσεις και βελτίωση του επενδυτικού περιβάλλοντος»

Άρθρο των Μαρίας Κατσιώτη, Αssociate και Ανδρέα Παπαστάθη, Junior Partner 

Συνοδευτικό κείμενο

Μέχρι τέλη Νοεμβρίου, βρισκόταν σε δημόσια διαβούλευση το σχέδιο νόμου του Υπουργείου Ανάπτυξης αναφορικά, μεταξύ άλλων, με την τροποποίηση του Νόμου 4864/2021 που φέρει τον τίτλο «Στρατηγικές Επενδύσεις και βελτίωση του επενδυτικού περιβάλλοντος μέσω της επιτάχυνσης διαδικασιών στις ιδιωτικές και στρατηγικές επενδύσεις, δημιουργία πλαισίου για εταιρείες τεχνοβλαστούς και άλλες επείγουσες διατάξεις για την ανάπτυξη». Συγκεκριμένα, στο Μέρος ΣΤ’ του σχεδίου Νόμου (άρθρα 61-66) προβλέπονται οι ρυθμίσεις για την προώθηση των εμβληματικών επενδύσεων με την τροποποίηση του νόμου 4864/2021, με σημαντικότερη αυτή του άρθρου 61. Ο όρος «εμβληματικές επενδύσεις» συνιστά υποκατηγορία και εντάσσεται στην έννοια «στρατηγικές επενδύσεις».

Mπορείτε να διαβάσετε το πλήρες κείμενο εδώ: Στρατηγικές επενδύσεις.pdf

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Distributed Ledger Technology (DLT) in Finance: Applications and Regulatory Framework in the European Union

(article by M. Katsioti, Associate and E. Kotzairaki, Legal Trainee published on Lexology, September 10 2024)

Introduction
The urge for digital transformation has prompted businesses within the European Union to
adopt various disruptive technologies to remain competitive in the evolving digital single
market. One such technology is Distributed Ledger Technology (hereinafter referred to as
“DLT”). Although not widely recognized by the majority of consumers, DLT has begun to
play a significant role, particularly in the financial transactions sector. This has raised
numerous concerns regarding market stability, tax evasion, and the protection of
consumers and investors.

This article constitutes an attempt to provide an understanding of DLT and its applications
in finance, while also highlighting practical and theoretical concerns as well as the benefits
of DLT use in finance. Additionally, it provides an overview of the regulatory framework of
the European Union, as part of Europe’s Digital Finance Strategy, and Greece.

Definition of DLT
DLT is a decentralized software system characterized by interconnected peer-to-peer
nodes (i.e. connected computers) that operate without a hierarchical structure or
centralized control. This technology relies on a shared public ledger to record transactions,
with all nodes adhering to the same protocols for transaction registration. In a simple way,
“a distributed ledger is essentially a record of information or database that is shared across
the network”.

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Lexology Link: Distributed Ledger Technology (DLT) in Finance: Applications and Regulatory Framework in the European Union – Lexology

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Digital euro is envisioned as a public electronic instant payment method that would complement physical banknotes and coins, offering a secure, privacy-friendly and cost-free option for natural persons (for the provision of basic payment services in digital euro), along with the other private electronic means of payment currently being used. It would be stored in an electronic wallet, such as the EU Digital Identity Wallet – a pilot project of the European Union – set up through a user’s bank or a public intermediary.  With respect to the technological underpinnings of the Digital Euro, the European Central Bank (ECB) has yet to determine whether to employ distributed ledger technology, such as blockchain.

(Contribution by Maria Katsioti, Associate at Rokas Thessaloniki, and Kosmas Karanikolas, Senior Associate at Rokas Athens, published in Lexology, April 10, 2024).

The full article can be accessed on:

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(Contribution by Jelena Pejovic and Suzana Pavlovic, Attorneys at Law in Rokas Belgrade, published in Thomson Reuters, Regulatory Intelligence, Country update – Serbia: Securities & Banking, March 2024).

INTRODUCTION
Having undergone a significant transformation in the past few decades, Serbia is now widely recognised as an attractive destination
for investment opportunities, both for domestic and foreign investors. This article provides a general overview of the current state of the
Serbian securities and banking sector, through a regulatory framework.
I SECURITIES
Overview
The capital market in the Republic of Serbia has transitioned from the limitations of socialism to the dynamics of a modern trading
market. Namely, as of the late 20th century, the country went through an economic restructuring, implementing a series of reforms
aimed to release from its centrally planned economy and develop its capital market.
Today, the regulation and oversight of securities in the Republic of Serbia are managed by several key entities, each with specific
responsibilities aimed at ensuring the integrity and efficiency of the capital market. Serbia’s capital market is primarily regulated by
the Capital Market Act (which adoption was preceded by the adoption of a Strategy for Capital Markets Development for the period
2021-2026), and related by-laws, while the main regulatory authority in this domain is the Securities Commission of the Republic of
Serbia.
Besides the Securities Commission, other entities that play a role in Serbia’s capital market are the Belgrade Stock Exchange and
the Central Securities, Depository and Clearing House. The following section outlines the key regulators and provisions from the most
significant laws pertinent to the securities domain in the Republic of Serbia.

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Securities — regulators
Securities Commission
Primary regulator in the area of securities is the Securities Commission, which is entrusted with safeguarding the orderly functioning of
the securities market, enhancing investor protection and ensuring integrity, efficiency and transparency of the market and overseeing
the application of the regulations in this area including the Capital Markets Act (Official Gazette of RS, No. 129/2021) (hereinafter
Capital Markets Act or Act), Act on Takeover of Joint Stock Companies (Official Gazette of RS, No. 46/2006, 107/2009, 99/2011 and
108/2016),the Law on Open Investment Funds with Public Offers (Official Gazette of RS, No 73/2019) and Law on Digital Assets
(Official Gazette of RS, No 153/2020) .
Belgrade Stock Exchange
The activities of the market operator are entrusted to Belgrade Stock Exchange which exercises its competencies in relation to the
regulated markets and multilateral trading platform (MTP). In addition the activities of MTP operator can be performed by a broker-
dealer company or a Stock Exchange with a license from the Securities Commission.
Central Registry and Clearing House
Central Registry and Clearing House is in charge of the keeping of a registry of financial instruments, performing clearing and
settlement operations on the basis of transactions with financial instruments and registration of rights of third parties attached to
financial instruments or the transfer thereof.

Securities legislation
The main statute governing the securities regulation is the Capital Markets Act which entered into force on January 5, 2022, but started
to apply with a one year delay i.e., from January 6, 2023.
The aim of the Act is to make the domestic market safer, more diversified, more transparent and more attractive for investors and to
expand the offer of quality financial instruments, as well as to make clear the conditions for access and trading on the domestic market.
The Act further aligns domestic regulation with the EU acquis on financial instruments (MiFID I and II), prospectus form and
transparency, compensation schemes, settlement of securities and sanctioning of market abuse and also introduces novelties
concerning: (i) dematerialized securities (ii) operations of authorised market participant to perform transactions with financial
instruments, (iii) conditions and forms of organized trading, (iv) increase of transparency through introduction of data reporting services
provider, (v) improvement of the quality of services provided by investment services providers, (vi) regulation of new trading platforms
(vii) greater authorities and supervisory powers of the Securities Commission.

Prospectus regulation
The Act sets the basic principles and rules on the prospectus compilation, approval and publishing during the public offering of
securities or on occasion inclusion in trading on the regulated market

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Legislative framework
The legislative framework in this area is set under the Law for the Prevention of Money Laundering and Terrorism Financing (Official Gazette of RS, no. 113/2017, 91/2019 and 153/2020) (hereinafter “AML/CFT Law” or “Law”) In addition to the above the legislative framework of combating money laundering and financing of terrorism in the Republic of Serbia consists of other laws and by-laws pertaining to other fields and encompassing issues on money laundering and financing of terrorism.

The said laws and regulations refer to definitions of money laundering and terrorism financing; designate reporting entities (the obligors) and explain their obligations; adopt risk based approach requirements for the obligors; describe the procedures and the measures that obligors need to take for customer due diligence (CDD); set out limitations for carrying on business with a customer; describes the conditions under which a reporting agency can conduct simplified or enhanced CDD which are now tailored to a specific situation; define the politically exposed persons and the CDD measures that need to be conducted for these persons; and describe the obligor’s obligation to have in place internal controls of the implementation of obligations and report suspicious transactions and to keep data. Further the money laundering is defined so as to refer to activities such as conversion or transfer of property acquired through the commission of a criminal offense, concealing or misrepresenting the true nature, origin, location, disposition, ownership or right in connection with property acquired through the commission of a criminal offense, acquisition, possession or use of property acquired through the commission of a criminal offense, which may be carried out in the Republic of Serbia and outside its territory.

Amendments to the AML/CFT Law that became applicable on June 30, 2021, extend the scope of application of the law to digital assets (“crypto currencies”) and entities providing transactional services that involve digital assets.

The legal framework is considered compliant with standards prescribed by the Directive (EU) 2015/849 (4 AMLD), Directive (EU) 2018/843 (5 AMLD) and Regulation 2015/847 on information accompanying transfers of funds and repealing Regulation (EC) No 1781/2006.

The legal framework is accompanied with the Law on freezing of the assets with the aim of preventing terrorism and proliferation of weapons of mass destruction (Official Gazette of RS, no. 29/2015, 113/2017 and 41/2018) enabling implementation of the UN Security Council resolutions as well as the enactments of other organisations of which the Republic of Serbia is a member.

Additional authorities apart from Administration for the prevention of money laundering (the “Administration”) in the area include the National Bank of Serbia (for banks, insurance companies and voluntary pension funds), the Securities Commission (for banks, broker-dealer companies, and investment funds), the Tax Administration, the Ministry of Trade, Tourism and Telecommunications (for legal persons for intermediation in trade in real estates) and the Bar Association (for lawyers). In the Ministry of Interior, there is also a Section for Suppressing Money Laundering, in the Department for Suppressing Organised Financial Crime. It conducts crime investigations in cases of suspected money laundering criminal offences.

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(Annual contribution by Aleksandar Mladenovic, Attorney at Law in Serbia (Mladenovic & Stankovic in cooperation with Rokas), published in Thomson Reuters, Regulatory Intelligence, Country update – Serbia: Securities & Banking, February 2022)

Securities — regulators
Securities Commission

Primary regulator in the area of securities is the Securities Commission, which is entrusted with safeguarding the orderly functioning of
the securities market, enhancing investor protection and ensuring integrity, efficiency and transparency of the market and overseeing
the application of the regulations in this area including the Capital Markets Act (Official Gazette of RS, No. 31/2011, 112/2015,
108/2016 and 9/2020) (hereinafter Capital Markets Act or Act), Act on Takeover of Joint Stock Companies (Official Gazette of RS,
No. 46/2006, 107/2009, 99/2011 and 108/2016) and the Law on Open Investment Funds with Public Offers (Official Gazette of RS,
73/2019).

Belgrade Stock Exchange

The activities of the market operator are entrusted to Belgrade Stock Exchange which exercises its competencies in relation to the
regulated markets and multilateral trading platform (MTP). In addition the activities of MTP operator can be performed by a broker-
dealer company or a Stock Exchange with a license from the Securities Commission.

Central Registry and Clearing House

Central Registry and Clearing House is in charge of the keeping of a registry of financial instruments, performing clearing and
settlement operations on the basis of transactions with financial instruments and registration of rights of third parties attached to
financial instruments or the transfer thereof.

Securities legislation
The main statute governing the securities regulation is the Capital Markets Act (O.G. of RS No. 31/2011 112/2015, 108/2016 and
9/2020) has been harmonised with the EU capital markets directives (Directive 2004/39/EC, Directive 2004/109/EC, Directive 2003/71/
EC, Directive 2003/6/EC, Directive 97/9/EC).

The Act establishes the authority of the main regulators and provides for organisation of financial instruments markets into following:
“regulated market” which includes listed and unlisted segments; and MTP. Furthermore, according to the Act, the trade may be also
carried out on the OTC through an intermediary company licensed by Securities Commission or even without the involvement of the
intermediary company, on the basis of sale and purchase agreements which has to be notified to the Central Registry and Clearing
House.

In addition to the Central Registry, the clearing and settlement of financial instruments issued by the Republic of Serbia may be
performed by one or more foreign legal entities engaged in, in accordance with the law governing public debt and the act of the Central
Registry.

The definition of financial instruments, licensing, operation and supervision of investment companies as well as licensing requirements
in relation to the market operators under the Act, have been transposed from the Directive 2004/39/EC. Accordingly, the following
financial instruments fall beyond the remit of the Act: insurance and reinsurance policies and other insurance products issued by
insurance companies; financial instruments issued in relation to turnover of goods and services, such as a bill of exchange, check,

written order (assignation), bill of lading, waybill or warehouse warrants; other documents relating to debt, money deposits or savings
that do not have properties of financial instruments; shares in a general partnership, limited partnership or limited liability companies.

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