A foreign investor acquiring a significant stake in a Dutch company now faces mandatory pre-closing notification under the Netherlands' expanded investment screening regime. Failure to notify before completing a transaction can result in the investment being declared void – with no provision for retroactive approval.
The Netherlands' investment screening regime, governed by the Wet veiligheidstoets investeringen, fusies en overnames (Vifo Act. the Dutch foreign investment screening law). Was significantly broadened with effect from 1 July 2023. Additionally, further implementing measures took effect through early 2025. The law requires prior notification to the Bureau Toetsing Investeringen (BTI – Investment Screening Bureau) for acquisitions of qualifying control thresholds in entities operating in designated sensitive sectors. Transactions that close without the required BTI clearance are legally void under Dutch law.
This alert explains which transactions trigger notification, which sectors and company structures are caught, and what international acquirers must do immediately to remain compliant.
What changed and when it took effect
The Vifo Act introduced a mandatory pre-transaction screening regime covering acquisitions of controlling or significant influence in Dutch companies active in sensitive sectors. The original act entered into force in mid-2023. Subsequent implementing decrees – some effective in late 2024 and early 2025 – extended the list of covered sectors and refined the threshold criteria.
The key regulatory development for 2025 is the formal expansion of the regime to cover a broader range of technology-adjacent and critical infrastructure sectors. This expansion means that transactions which fell outside the screening requirement as recently as 2023 now require prior BTI notification. Acquirers who relied on earlier legal opinions should reassess their position without delay.
The Dutch legislature aligned the Vifo Act with the EU Foreign Direct Investment Screening Regulation, which creates a cooperation mechanism across EU member states. A transaction cleared by the BTI may still be subject to comment or review by other EU member states under that mechanism. The effective compliance deadline for any transaction in a covered sector is now the date of signing – notification must occur before closing, and in practice well before a binding commitment is made.
Who is affected – threshold criteria and sector scope
The screening obligation is triggered by three cumulative factors: the nature of the target, the acquirer's resulting level of control, and the sector in which the target operates.
Target entities. Both private limited companies (besloten vennootschap – BV) and public limited companies (naamloze vennootschap – NV) registered in the Kamer van Koophandel (KvK – Dutch Commercial Register) can qualify as targets. Non-incorporated entities and investment funds with Dutch operations may also fall within scope depending on their structure.
Control thresholds. Notification is required when an acquisition results in holding, directly or indirectly, at least ten percent. Twenty percent, twenty-five percent, fifty percent. Alternatively, two-thirds of the voting rights or capital interests in a target. Each threshold is an independent trigger. An acquirer crossing from eight percent to eleven percent in a secondary market purchase must notify, even if the transaction appears routine from a securities offering or capital markets perspective.
Covered sectors. The regime covers vital providers – entities in sectors such as energy, telecommunications, transport, water, banking and finance, and digital infrastructure. A second tier covers sensitive technology companies, defined by reference to activities in areas such as semiconductors, artificial intelligence, quantum technology, and dual-use items. A third tier covers companies managing sensitive data at scale.
International acquirers operating through common Dutch holding structures should note that the BTI looks through corporate layers. An acquisition of a holding company that indirectly controls a qualifying Dutch operating entity – whether a BV or NV – is treated as a direct acquisition of that entity for screening purposes. Engaging a lawyer in the Netherlands with investment screening experience at the structuring stage is essential to map indirect exposures accurately.
For companies with existing Dutch portfolio holdings, the regime includes a retroactive notification window for certain pre-existing situations. The Hoge Raad (Supreme Court of the Netherlands) has not yet issued definitive guidance on the precise scope of retroactive obligations. However. The BTI has published administrative guidance indicating that historical acquisitions in expanded sectors should be reviewed and, where necessary, voluntarily notified.
For a detailed analysis of capital markets and securities considerations. including prospectus obligations, IPO listing requirements, and disclosure obligations for listed NVs and BVs. see our overview of capital markets law in the Netherlands.
To receive an expert assessment of your investment screening exposure in the Netherlands, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
International acquirers and fund managers with Dutch targets or Dutch holding structures should take the following steps without delay.
- Audit existing holdings. Map all direct and indirect interests in Dutch entities – including interests held through investment fund structures – against the expanded sector list. Interests above ten percent in any entity with activities touching sensitive technology, data, or critical infrastructure require immediate legal review.
- Screen pipeline transactions early. Any acquisition in a covered sector must be notified to the BTI before closing. Build a BTI pre-notification review into deal timelines at the term-sheet stage – not at signing. BTI review periods can extend to several months if a full assessment is required.
- Review corporate structure documentation. Confirm that KvK registrations accurately reflect the operational activities of Dutch entities. Sector classification for screening purposes is activity-based, not registration-based. A notaris (civil law notary in the Netherlands) handling any share transfer in a BV or NV should be briefed on BTI status before executing any deed of transfer (akte van levering).
- Assess EU cooperation mechanism implications. If the target has operations across multiple EU member states, coordinate BTI notification with any parallel filings required under other national regimes. The cooperation mechanism means a Dutch clearance does not insulate the transaction from EU-level scrutiny.
- Obtain written BTI confirmation for completed transactions in expanded sectors. Where a transaction was completed after the relevant implementing decree entered into force but without BTI notification, seek legal advice on voluntary disclosure. The Rechtbank (District Court of the Netherlands) has jurisdiction over civil consequences of non-notification, including voidness claims.
For cross-border transactions involving Dutch entities with banking, finance. Alternatively, structured finance components. Our analysis of banking and finance law in the Netherlands sets out the parallel regulatory notifications that may be required alongside BTI clearance.
Companies operating across European jurisdictions should also review how Dutch screening developments interact with comparable regimes in neighbouring markets. Our alert on investment screening in Portugal provides a comparative reference point for firms with Iberian and Benelux exposure.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our capital markets and regulatory practice supports international investors, fund managers, and in-house legal teams on foreign investment screening, securities compliance, and cross-border transaction structuring in the Netherlands and across the EU. As a law firm advising on Netherlands matters from a dual civil law and common law perspective, we bridge the gap between Dutch regulatory requirements and the expectations of common law-trained clients. Our attorneys have advised on investment screening matters across both civil law and common law systems, and the firm participates in cross-border practice groups focused on EU investment regulation. To discuss your exposure under the Dutch screening regime, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.