Guidance

National Security and Investment: Market Guidance, May 2024

Updated 21 May 2024

The National Security and Investment Act 2021 (‘the NSI Act’) commenced on 4 January 2022 and gives the government powers to assess and intervene in investments and other acquisitions of control that may give rise to national security risks.

We continue to review our guidance and periodically publish new Market Guidance, which is incorporated into the main NSI guidance pages

This page explains what the May 2024 edition of Market Guidance covers and where you can find it in the main guidance.

Changes to Check if you need to tell the government about an acquisition that could harm the UK’s national security

New or amended guidance on:

1. How long assessments under the NSI Act will take

Screening under the NSI Act is always conducted within statutory timelines. This update provides information on how we calculate these statutory timelines, including what happens after a notification is submitted, how the statutory timelines for the “review period” and “assessment period” are calculated and how information notices and attendance notices affect these timelines.

2. If you acquire voting rights that allow you to pass or block resolutions governing the affairs of the entity

Information clarifying what is meant by “governing the affairs of the entity.”

3. Acquisitions involving parties who are suffering material financial distress

Information clarifying that timelines for screening can only be expedited in exceptional circumstances, and usually only at the stage when the Secretary of State is deciding whether or not to call in an acquisition.

Changes to How the National Security and Investment Act could affect people or acquisitions outside the UK

New guidance on:

1. If a UK person is acquiring an entity or asset outside the UK

Information on how the NSI Act can apply to cases of outward direct investment (“ODI”).

Changes to Guidance on completing and registering a notification form

New guidance on:

1. Top tips when completing a notification form

More and clarified tips to ensure forms are completed correctly, comprehensively, and without sending any classified information.

Changes to guidance for the higher education and research-intensive sectors

The changes to this part of the guidance occur throughout the text and so we advise interested parties to revisit the text in its entirety. The only sections with few or no changes are “Developing university or research organisation spin-out companies,” “Funding employees or students in university programmes,” and “Donating to an academic institution.”

Amended guidance on:

1. How the rules work, What is a qualifying entity and a qualifying asset, and Mandatory notification

Further information about what qualifies as an acquisition that may be subject to the NSI Act, including details about the Act’s mandatory notification requirements.

2. When you may want to notify

New information about how the NSI Act applies to the higher education and research-intensive sectors, including further guidance to help higher education institutions decide whether to notify the government of certain academic collaborations and how to contain the Research Collaboration Advice Team.

3. NSI Act and Export Controls

New information on the interaction between the NSI Act and the UK’s system of Export Controls and the circumstances in which you may need to contact both the Investment Security Unit (ISU) and the Export Controls Joint Unit (ECJU).

4. Examples

New and adapted examples of how the NSI Act can apply to certain academic collaborations.