Money & markets
Regulation (EU) 2022/2560
Foreign Subsidies Regulation
Foreign Subsidies Regulation
If a non-EU state has funded you, buying an EU company or bidding on a big public contract can trigger a Commission filing — and remedies or a block if the subsidy distorts the market.
Does this hit me?
No household form. You might see a delayed merger or a retendered public contract.
Check in the wizardPick a country in the header to see who enforces this at home. Union text is not the last word for directives.
How it rolls in
Jan 2023
Entered into force.
12 Jul 2023
Ex officio tool applies.
12 Oct 2023
Concentration and procurement notifications apply.
Why it exists
EU state aid is policed. Foreign subsidies were not. The file tries to stop a subsidised bidder or buyer from warping the internal market.
What actually changes
- Mandatory notification of concentrations above turnover and foreign-financial-contribution thresholds.
- Mandatory notification of bids in large public procurements when foreign contributions exceed the cap.
- Ex officio investigations into other market situations.
- Redressive measures, commitments, or prohibition.
How it hits you
No household form. You might see a delayed merger or a retendered public contract.
Heard this? Not quite.
Claim: This is only about Chinese SOEs.
Any third country. US IRA-style support, Gulf funds, UK and Swiss measures can all be foreign financial contributions if they meet the definition.
Latest official statements
All EU NewsNo tagged Commission, Parliament or Council statement in the current feeds.
Board one-pager
Board one-pager
Who this is for: EU finance, trade and reporting teams. Regulation (EU) 2022/2560. Notification tools apply since October 2023 (M&A) and July 2023 (investigations).
Scope
- You are acquiring control of an EU undertaking above the turnover thresholds and have received foreign financial contributions above the cap.
- You bid on a large Union public contract with foreign contributions above the procurement threshold.
First 90 days
- On any deal: Three-year map of foreign financial contributions across the group.
- Before signing: Threshold test vs Regulation 2022/2560 and the implementing regulation.
- If bidding large: Same map in the procurement file; warn the contracting authority calendar.
Penalties: Fines for failure to notify or gun-jumping (up to a share of turnover); prohibition or redressive measures on the deal or bid.
For companies
How to stay on the right side of this file
Practical order of work, not a substitute for counsel. Groups with non-EU state support that buy EU targets or bid on large public contracts.
You are probably
Groups with non-EU state support that buy EU targets or bid on large public contracts.
Effort
Treat as an operating process, not a project.
Budget
SME: owner time plus one honest vendor. Large: a named lead, not a taskforce slide.
Roles in this file
The same company can wear more than one hat. Classify before you buy a tool.
M&A legal
This pack names M&A legal as an owner of early work.
Three-year map of foreign financial contributions across the group.
Counsel
This pack names Counsel as an owner of early work.
Threshold test vs Regulation 2022/2560 and the implementing regulation.
Public-affairs / bid team
This pack names Public-affairs / bid team as an owner of early work.
Same map in the procurement file; warn the contracting authority calendar.
Are you in scope?
Act now- You are acquiring control of an EU undertaking above the turnover thresholds and have received foreign financial contributions above the cap.
- You bid on a large Union public contract with foreign contributions above the procurement threshold.
Usually not, if
- Domestic SMEs with no third-country state money.
- Small public tenders under the notification thresholds.
First moves
- On any dealThree-year map of foreign financial contributions across the group.M&A legal
- Before signingThreshold test vs Regulation 2022/2560 and the implementing regulation.Counsel
- If bidding largeSame map in the procurement file; warn the contracting authority calendar.Public-affairs / bid team
- If a sovereign fund is on your cap table, ask counsel before you sell the company.
If you skip this
- Counting only ‘grants’ and missing tax rulings and public-bank loans.
- Assuming US or UK money is out because they are allies.
Done looks like
- Contribution ledger
- Filings and case numbers
- Commitment letters
Keep this evidence
- Contribution ledger
- Filings and case numbers
- Commitment letters
Ask vendors
- Have you made an FSR notification on this transaction?
- What foreign public money sits in the group?
Where programmes usually break
- Counting only ‘grants’ and missing tax rulings and public-bank loans.
- Assuming US or UK money is out because they are allies.
Call counsel when
- Fines for failure to notify or gun-jumping (up to a share of turnover); prohibition or redressive measures on the deal or bid.
- A supervisor letter, a dawn information request, or a deal that warrants this file.
Enforcement
Fines for failure to notify or gun-jumping (up to a share of turnover); prohibition or redressive measures on the deal or bid.
European Commission (DG COMP).
Need a stack, not one file? Open the company desk
Professional briefing
Legal architecture and duties
For counsel, compliance, and policy teams. Not advice. The Official Journal still wins.
- Instrument
- Regulation
- Legal basis
- Arts 114 and 207 TFEU · Regulation (EU) 2022/2560
- Application
- Ex officio from 12 July 2023; concentration and public-procurement notifications from 12 October 2023.
A third State-aid law. Mandatory filings on M&A and large procurement when foreign financial contributions exceed thresholds. US, UK, Gulf and Chinese measures all count. Build a contribution ledger before the deal clock starts.
How the file is built
Three tools
Concentrations; public procurement; ex officio market investigations.
Foreign financial contribution
Broad: grants, loans, tax, provision of goods — from a third country, including public undertakings.
Operators
| Role | Who | Core duties |
|---|---|---|
| Notifying party | Acquiring group or bidder. | File, standstill, supply information. |
Scope
Concentrations involving an EU target/turnover; procurements in the Union; market conduct in the Union.
In
- Concentrations above combined turnover and contribution thresholds
- Procurements above contract-value and contribution thresholds
Out, or narrower than assumed
- Below-threshold deals — still catchable ex officio if distortive
Operative provisions
| Anchor | Rule | What it does in practice |
|---|---|---|
| Arts 20–26 | Concentration notification and standstill. | Treat like merger control on the timetable. |
| Arts 28–33 | Procurement notification. | Contracting authorities must wait. |
| Art 17 | Redressive measures or prohibition. | Behavioural or structural commitments possible. |
Secondary law and guidance
- Implementing Regulation 2023/1441
- Commission guidance on concentrations and procurement
National layer. Commission-only on the subsidy question. National merger control and procurement law still run.
How it sits with other files
Unrelated on substance; both can sit on a large deal’s closing conditions.
Enforcement and private rights
Who
European Commission.
Tools
Fines (failure to notify, gun-jumping), prohibition, commitments.
Private rights
Limited; rivals may complain.
Risk register
| Risk | Signal | Control |
|---|---|---|
| Gun-jumping | Closing while the FSR clock runs | Condition precedent and clean-team rules. |
Open issues
- Threshold interpretation of ‘contribution’.
- Interaction with FDI screening.
- Procurement calendar friction.
Primary sources
If a non-EU state has funded you, buying an EU company or bidding on a big public contract can trigger a Commission filing — and remedies or a block if the subsidy distorts the market.
You feel it now
Duties are already live.
Next
Notification tools apply since October 2023 (M&A) and July 2023 (investigations)
Where it lands
| Channel | People | Companies |
|---|---|---|
| Deal timeline | No household form. You might see a delayed merger or a retendered public contract. | An FSR concentration filing sits next to merger control. Gun-jumping is a thing. |
| Procurement pauses | No household form. You might see a delayed merger or a retendered public contract. | A notified foreign subsidy can freeze a large tender. |
| Wide ‘contribution’ net | No household form. You might see a delayed merger or a retendered public contract. | Grants, loans, tax measures, and some public-bank money can all count. |
Who gains
Unsubsidised EU rivals, in theory.
Who pays
Notifying parties, in delay and counsel; the Union if it over-blocks capital.
Who pays
Notifying parties, in delay and counsel; the Union if it over-blocks capital.
Who benefits
Unsubsidised EU rivals, in theory.
Read the official text