Expanding the net: the Dutch FDI regime adds six technology categories from 2027

On 8 June 2026, the Dutch government announced that six additional technology categories will be brought within the scope of the National Security Investment Screening Act (Wet veiligheidstoets investeringen, fusies en overnames, or Wet vifo) as of 1 January 2027. The six categories are biotechnology, artificial intelligence, advanced materials, nanotechnology, sensor and navigation technology, and nuclear technology for medical use. Since 2023, the Act has required mandatory filing of transactions involving companies active in sensitive technologies such as quantum, photonics, semiconductors and defence-related dual-use goods. With this expansion, the number of designated technology areas under the decree (Besluit toepassingsbereik sensitieve technologie) will rise from four to ten. As explained below, the scope of each category is narrower than its label alone might suggest – the draft decree accompanying the expansion sets out tailored definitions that limit screening to specific sub-technologies and applications within each field.

These six new categories bring the Dutch FDI regime closer in line with the new EU FDI Regulation, which was adopted by the EU Council on 8 June 2026. This Regulation sets out a common minimum scope of sensitive sectors and technologies that every member state must bring within its national FDI screening mechanism (see our earlier blog on the new EU FDI regulation here). The addition of artificial intelligence in particular reflects this alignment. That said, further adjustments to the Dutch regime will be necessary to achieve full alignment – for example in areas such as strategic raw materials and election infrastructure, and certain financial infrastructure entities such as payment system operators and global providers of specialized financial messaging services. This is expected within the 18-month implementation period granted to member states once the new Regulation is published in the Official Journal.

No retroactive effect – but plan ahead

The expanded regime does not apply retroactively. Transactions that have already closed before 1 January 2027 are not caught, even if they involve companies active in the newly designated technology areas. Any transaction that completes on or after that date, however – including deals currently under negotiation or already signed but not yet closed – will need to comply with the new rules if the target's activities fall within one of the six added categories.

The government has also indicated that it intends to bypass the standard two-month transition period that would normally follow publication of the decree. The concern is that the prolonged public visibility of the proposed expansion – through internet consultation and parliamentary review – could prompt parties to accelerate closings to sidestep screening.

For deals expected to close in the course of 2027, transaction timetables should account for a Wet vifo filing and the associated BTI review period where the target may be active in one of the six new technology areas. Under the Act, a transaction that is completed without the required notification or screening decision is subject to a suspension of all acquired rights (other than dividend and distribution rights). Minister may order the acquirer to unwind the transaction within a set period, and in the case of listed targets, the target company itself can be authorised to divest the shares on the acquirer's behalf. Non-compliance with the filing obligation and related provisions can result in administrative fines of up to €900,000 or, where that amount is insufficient, up to 10% of the relevant undertaking's turnover. Certain violations also qualify as economic offences under the Dutch Economic Offences Act.

A lower filing threshold

All six new categories have been classified as "very sensitive". That classification directly affects when a filing obligation arises. For technologies that qualify as merely "sensitive," notification is required only when a party acquires control over the target. For "very sensitive" technologies, the trigger sits lower: at the point of acquiring or increasing significant influence, which applies from minority investments of 10%.

What falls within scope

The draft Explanatory Memorandum sets out scoped definitions for each of the six categories.

Biotechnology: The government opted against a blanket designation, noting the sector's heavy reliance on startup investments. The definition follows the Dutch National Technology Strategy and is limited to biomolecular and cell technologies — the mapping, measuring and use of molecules such as DNA, RNA, proteins and metabolites. The sub-technologies captured are omics, gene editing, stem cell technology and synthetic cell technology. Dutch R&D-oriented companies active in vegetable and seed breeding are expressly brought within scope.

Artificial intelligence: The decree does not capture every company that uses AI in its operations. It targets two specific application areas. The first is AI for the identification or impersonation of persons or groups — technology that enables large-scale tracking, manipulation or deception. The second is AI-powered products or services designed to support military operations or security organisations. A company that integrates standard AI tools into its regular business processes, without developing AI for either of these purposes, would fall outside the scope.

Advanced materials and nanotechnology: These two closely linked fields cover technologies that exploit unique material properties or controlled chemical reactions at very small scales. The decree highlights advanced energy materials with a role in the energy transition and two-dimensional (2D) material technologies used to develop ultrathin nanomaterials for next-generation electronics, sensors, quantum computers and solar cells.

Sensor and navigation technology: This category covers sub-technologies that observe characteristics of the external environment or objects, convert observations into electrical signals, and collect, store or process the resulting data. The particular concern is with technologies designed for systematic, large-scale collection of personal or environmental data and technologies enabling autonomous unmanned systems in military and security contexts.

Nuclear technology for medical use: Most nuclear technology already falls within the Wet vifo's existing scope. This addition fills a specific gap: technologies used for the development, production and application of medical isotopes and radiopharmaceuticals. The Netherlands holds a leading global position in medical isotope production, and the government considers reliable access to this technology a matter of public health continuity.

Timing and practical implications

The government estimates that between 1,015 and 1,730 additional Dutch companies will fall within scope as a result of the expansion, generating roughly 125 additional filings per year. Compared to the 78 notifications recorded in 2025, this would represent an increase of approximately 160%. For investors with live or pipeline transactions involving Dutch targets, the question to address now is whether the target's activities fall within one of the scoped definitions — and, given the "very sensitive" classification, whether the governance rights being acquired could amount to significant influence. That assessment is worth doing well before 1 January 2027. Once the decree takes effect, there will be no grace period.

Finally, it remains to be seen how the BTI will handle the additional workload arising from the six new categories. Although the BTI has disclosed in their annual report that all investigations were completed within the statutory timeframes, recent practice suggests resource constraints and relatively lengthy review periods. In this regard, it is worth noting that the explanatory memorandum accompanying the amendment points to the narrow scope of the AI category as partly motivated by a desire to limit additional pressure on the BTI.   

If you would like to discuss the implications of these changes for a specific transaction or your broader investment strategy, please get in touch with your usual Freshfields contact.