The Dutch foreign direct investment (FDI) screening regime entered into force on June 1, 2023, and complements pre-existing sectoral screening regimes in the electricity, gas and telecommunications sectors. The regime is governed by the Security Screening of Investments, Mergers and Acquisitions Act (the Vifo Act) and further specified in secondary legislation, including the Decree on Sensitive Technology (the Decree). 

On June 8, 2026, the Dutch government announced plans to widen the scope of the FDI regime, in particular by expanding the categories of sensitive technologies brought within its scope. The amending decree is expected to enter into force on January 1, 2027, subject to completion of the legislative process.

Notification Requirements

Mandatory notification is required for acquisitions of, and investments in, companies established in the Netherlands that qualify as vital providers, are active in sensitive technologies, or operate a business campus. In contrast to many other FDI regimes within the EU, the acquirer does not need to be a non EU investor; the regime also applies to EU and domestic investors.

Vital providers operate, manage or make available services whose continuity is essential to Dutch society. This includes, for example, operators active in energy infrastructure (such as heat networks, gas storage and energy production), air transport and port infrastructure, as well as entities in the banking sector and financial market infrastructure.
Sensitive technologies include dual use items subject to EU export controls, military goods, and additional technologies designated under the Decree, including semiconductor, photonic, quantum and high assurance technologies. A subset of these technologies is classified as highly sensitive, which triggers a lower notification threshold (see below). As noted above, the scope of sensitive technologies is expected to expand. In particular, the planned amendment will introduce additional categories of advanced technologies that are expected to be designated as highly sensitive, including artificial intelligence, advanced materials, biotechnology, nanotechnology, sensor and navigation technologies, and nuclear technology for medical use.
Business campus constitutes an area where multiple undertakings are active and where public and private actors collaborate on technology and applications that are of economic and strategic importance to the Netherlands. 

The Vifo Act applies to transactions that result in the acquisition of control over target companies established in the Netherlands, including companies effectively managed from the Netherlands even where their statutory seat is located elsewhere. The concept of control mirrors the definition of control under EU competition law.

Where the target is active in highly sensitive technology, a notification is required if the investment leads to the acquisition or increase of significant influence over the target, which occurs where the acquirer can cast at least 10 percent, 20 percent or 25 percent of the votes in the target’s shareholders’ meeting or gains the power to appoint or dismiss directors.

Pure internal restructurings are generally exempt from the regime. The exemption applies where the ultimate shareholders of both the acquiring and selling entities remain identical before and after the restructuring.

Review process

Reportable transactions must be notified to the Bureau Toetsing Investeringen (the BTI). The review process consists of two phases:

In the assessment phase, the BTI has eight weeks to assess whether the transaction raises potential national security concerns. This period may be extended by up to six months, for example where additional information is required. At the end of this phase, the BTI will either confirm that no further review is required or inform the notifying party that a more detailed review will be carried out.
Where an in-depth review is initiated, a further period of eight weeks applies. This period may also be extended, subject to an overall maximum extension of six months, taking into account any additional time already used during the assessment phase. If the transaction falls within the scope of the EU FDI cooperation mechanism, a further extension of up to three months may apply.

If, following the in depth review, the BTI concludes that the transaction gives rise to national security risks, it may require remedies or prohibit the transaction.

Penalties

If a notifiable transaction is implemented without approval, the BTI may initiate an ex officio review and require the parties to submit a notification within a period of three months from the moment it becomes aware that a filing was required. In parallel, the BTI may impose an administrative fine of up to 10% of the undertaking’s worldwide turnover or, where that would be disproportionate, a statutory maximum fine (as adjusted periodically).

Providing incorrect, incomplete or misleading information may lead to similar consequences. In such cases, the BTI may require the parties to submit a new notification within the same three month period and may reopen the review, issuing a decision that replaces or supplements the original one. Fines may also be imposed on the same basis.

Where a prohibition decision or imposed conditions are not complied with, the BTI may take further action, including requiring corrective measures, such as the suspension of voting or governance rights, the imposition of additional conditions, or, where necessary, measures to unwind or modify the transaction.