Expansion of Dutch FDI screening to six new technologies

Minority investments and tech deals squarely in scope from 2027

On 8 June 2026, the Netherlands announced that six additional technology categories will be brought within scope of its foreign investment screening regime (the Vifo Act) from 1 January 2027. All six — artificial intelligence, biotechnology, nanotechnology, advanced materials, sensor and navigation technology, and nuclear technology — are classified as highly sensitive.

As a result, acquisitions conferring “significant influence”, starting at 10% of voting rights, will trigger a mandatory filing with the Bureau Toetsing Investeringen (BTI). The Dutch government estimates that approximately 1,730 additional companies will fall within scope. For investors, strategic acquirers and fund managers, this expansion has direct implications for deal structuring, timing and execution risk.

Which companies and technologies are newly in scope?

From 1 January 2027, mandatory FDI screening will apply to companies active in the following areas:

• Advanced materials: businesses developing/deploying technologies for energy storage/conversion materials exceeding commercial standards; two-dimensional materials with adjustable optical, electronic, magnetic, or acoustic properties; and high-entropy alloys.
• Artificial intelligence: businesses developing systems for identification or impersonation via image, speech or biometrics; geolocation through networked sensor analysis (GPS, WiFi, cameras, 4G); and AI supporting military or security deployment.
• Biotechnology: businesses working on synthetic cell technology, stem cell culturing and manipulation, or gene editing and genomics — a significant segment of the Dutch life sciences ecosystem, including university spinouts and clinical-stage companies.
• Nanotechnology, programmable artificial materials based on nanoparticles/nanostructures, and micro- and nanoreactor technology.
• Sensor and navigation technology companies active in SLAM (Simultaneous Localisation and Mapping), sensor fusion and array technologies, ambient sensor networks or signature management and pattern recognition — relevant for autonomous systems, defence suppliers and dual-use applications.
• Nuclear medicine companies, specifically those developing or applying nuclear technology for medical purposes.

In addition, certain dual-use information security technologies and laser satellite communication systems are added to the “highly sensitive” category.

Because all six categories are classified as highly sensitive, the 10% voting rights threshold applies. This means that not only acquisitions of control but also minority investments, follow-on funding rounds and incremental stake increases in companies active in those six technologies may trigger a mandatory FDI filing in the Netherlands. Investors and founders should assess their portfolios against the new categories well before the 1 January 2027 effective date.

Comment

The expansion of the Vifo Act comes alongside a clear shift in enforcement in the Netherlands. On 26 May 2026, the Dutch authorities issued their first prohibition, blocking Kyndryl's acquisition of Solvinity on data sovereignty grounds. Although decided under a separate regime (WOZT), the case signals a willingness to intervene where sensitive data, technology or foreign legal exposure are at stake — including in transactions involving investors from allied jurisdictions.

Against this backdrop, the extension of the Vifo Act to six additional highly sensitive technology categories reflects a broader policy direction: protecting strategic capabilities while retaining openness to investment. The use of secondary legislation to define and expand the scope of "highly sensitive technologies" allows the regime to evolve quickly.

Taken together, these developments increase the role of FDI screening in Dutch transactions. Managing regulatory exposure across the lifecycle of a transaction becomes ever more important. This includes assessing scrutiny risk, aligning Vifo timelines with merger control and other filings, and anticipating potential conditions or intervention.

This trajectory reflects wider European and global developments. Evershed Sutherland’s DealSCREEN resource shows a significant degree of change in FDI and merger control regimes: 91% of surveyed countries globally have recently or are amending their M&A screening regimes. In Europe, in particular, the EU FDI Regulation which provides a framework for the national FDI screening regimes is undergoing reform which will apply from around 2028 onwards. As in the Netherlands, the EU FDI Regulation seeks to expand the mandatory scope for all national regimes to inter alia technologies such as AI.

Further reading on the EU FDI Regulation

https://www.eversheds-sutherland.com/de/global/insights/eu-adopts-renewed-foreign-investment-framework

DealSCREEN: https://ezine.eversheds-sutherland.com/dealscreen/