New draft regulation signals wider Swedish FDI scrutiny

On 18 December 2025, the Swedish Civil Defence and Resilience Agency (Sw. “Myndigheten för civilt försvar”, “MCF”, previously called MSB) released its draft regulation defining which societally important businesses are encompassed in the Swedish foreign direct investment (“FDI”) screening act (2023:560) (the “FDI Act”). If the draft, which is currently subject to public consultation, is adopted, it will substantially increase the scope of the Swedish FDI screening rules.

Background

Sweden’s FDI Act, based on EU Regulation 2019/452, entered into force on 1 December 2023. The act requires mandatory notification to the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter, “ISP”) before completing investments in businesses considered worthy of protection. The scope encompasses protected activities across multiple sectors, including critical infrastructure, societally important services, and activities vital to Sweden’s security interests. Investments triggering notification include acquisitions of shares, voting rights, or control exceeding certain thresholds (10, 20, 30, 50, 65 or 90 percent of the votes) in companies engaged in such activities. ISP assesses whether notified investments pose risks to national security, public order, or public safety, and may prohibit or impose conditions on transactions deemed harmful.

The MCF determines, through binding regulations, which sectors and activities that are regarded as societally important for the purposes of the FDI Act. At present, this is regulated by MSBFS 2024:9, which sets out which activities fall within the scope of the FDI Act.

Revision of the regulation

During 2025, MCF reviewed MSBFS 2024:9 through sector-specific workshops involving industry organisations and government agencies. This process resulted in the draft regulation. The draft clarifies the scope of certain activities, adds several new activities and introduces a new Section 5 in Chapter 1, which is designed to prevent circumvention of the legislation (see further below).

The draft regulation has been circulated for public consultation until 6 February 2026. Final implementation of the regulation could therefore be expected during 2026.

Although the regulation does not introduce any major surprises, it does expand the scope of the FDI Act to cover several additional activities that merit attention.

Proposed new sectors include, among others:

• Manufacturing or storage of components intended for bomb shelters and which are included in the list specified in the Swedish Rescue Services Agency’s regulations (SRVFS 1993:6).
• Import of or wholesale trade in components intended for shelters.
• Manufacturing of cement or concrete.
• Manufacturing of
• Production of copper, iron and steel or ferro-alloys.
• Provision of services for charging vehicles at charging stations accessible to the public or at public operations or others conducting security-sensitive activities.
• Commission trade or wholesale trade in liquid petroleum products for the purpose of manufacturing asphalt or asphalt-based products.
• Import of, or wholesale trade in personal protective equipment.
• Import of or wholesale trade in solar cells, inverters, batteries, or associated equipment for solar cell or energy storage facilities.
• Provision of passenger or freight transport by rail.
• Activities relating to the management or operation of services for unmanned aerial vehicles or unmanned craft provided to emergency preparedness authorities, or to defence operations, where security-sensitive activities are conducted, or which are protected objects.
• Biotechnological research or development, or doctoral-level education, in vaccine development, including design, development and testing of vaccines.
• Medical transport services.

A new focus on construction materials for infrastructure and strategic metals

A notable feature of the proposed revisions is the inclusion of traditional heavy industries and materials used for building infrastructure. New provisions cover manufacturing of cement and concrete, production of copper, iron, steel and ferro-alloys, as well as steel products including tubes, pipes, and cold-formed products. Manufacturing of bitumen is also included.

The rationale is clear: in a heightened security environment, the capacity to produce construction materials and strategic metals is considered critical infrastructure. This represents a paradigm shift. What were once routine industrial transactions now trigger mandatory notification requirements in Sweden and potential government intervention. The expanded scope reflects a total defence perspective where supply chain resilience for basic materials becomes a national security requirement.

Anti-circumvention provision

The current regulation contains a de minimis rule for many sectors of SEK 5 million (approximately EUR 460,000) in turnover and minimum five employees, reducing the number of potentially covered companies from 1.3 million to just over 100,000 (as of 2023). However, the MCF considers that some corporate structures may have been designed to circumvent these thresholds and, in turn, the notification obligation.

The new Section 5 of Chapter 1 aims to prevent circumvention. Under the proposed provision, if several companies within the same corporate group jointly operate a societally important business, the entire business will be covered by the FDI Act – even if no individual company is large enough to reach the de minims thresholds. This anti-circumvention rule ensures that fragmenting operations across multiple small entities within a corporate group will not provide a safe harbour from screening obligations.

Concluding remarks

As noted in the European Commission’s fifth annual report on the screening of FDIs (see the report here), Sweden reviews proportionally more transactions than any other EU Member State. Sweden accounted for 40 percent of all screened transactions within the EU in 2024. The draft regulation would, if implemented, further expand the scope of the Swedish FDI regime and is therefore likely to increase the number of transactions subject to notification.

Both sellers and investors should be aware that the FDI screening rules do not follow conventional sectoral classifications and varies from country to country. Investments in businesses such as cement and solar panel manufacturers must also be notified. It should also be noted that corporate structuring can no longer be used to circumvent these requirements. For assistance in navigating these complex requirements and determining whether your transactions fall within the scope of the Swedish FDI screening regime, please contact Delphi’s EU and competition team.