Dutch FDI Screening Expanded in 2027: Six New Technologies Added to the Vifo Act

As of 1 January 2027, the Dutch Security Screening of Investments, Mergers and Acquisitions Act — the Vifo Act — will be expanded.

Six additional technology areas will be brought within the scope of Dutch investment screening. This makes national security review more relevant for transactions involving technology, life sciences, AI, advanced materials, sensors and certain medical nuclear applications.

For buyers, sellers, investors, founders, private equity funds and corporate finance advisers, this means that more Dutch technology transactions will require an early assessment of whether a Vifo filing is needed.

The development fits a broader trend: the Netherlands remains open to foreign investment, but strategic technology is increasingly reviewed through the lens of national security.

What will change?

The Dutch government intends to add six technology areas to the Vifo Act:

• biotechnology, partly, including stem cell technology and seed breeding;
• artificial intelligence;
• advanced materials;
• nanotechnology;
• sensor and navigation technology;
• nuclear technology for medical use.

These areas will be added to the sectors and technologies already potentially subject to investment screening, including defence, quantum technology, photonics, semiconductors, dual-use technology and certain vital processes.

This does not mean that every transaction in these sectors will be prohibited or problematic. It does mean that more transactions may need to be notified and reviewed before completion.

When does the current Vifo Act apply?

The Vifo Act does not apply to every investment in a Dutch company. It becomes relevant where the target company is active in a vital process, manages a relevant business campus or is active in sensitive technology. Both the investor and the target company may have a filing obligation with the Dutch Investment Screening Bureau.

In practice, deal teams should assess three legal questions.

• Does the target fall within the scope of the regime?
  This may be the case if it is a vital provider, manages a relevant business campus or is active in sensitive technology. As of 2027, the six newly designated technology areas will be added to that scope.
• Is there an acquisition activity?
  The Vifo Act can apply to investments, mergers, acquisitions, joint ventures, demergers and the acquisition of essential assets. Other legal acts that result in control or significant influence being acquired or increased may also be relevant.
• Is control or significant influence acquired?
  For vital providers and companies active in sensitive technology, the trigger is generally the acquisition of control. For companies active in highly sensitive technology, the acquisition or increase of significant influence may already trigger a filing obligation. Lower voting right thresholds, such as 10%, 20% or 25%, may be relevant.

If the Vifo Act applies, the transaction generally has to be notified to the Dutch Investment Screening Bureau before closing. The transaction may not simply be completed until the review has been completed or clearance has been obtained. If national security risks are identified, conditions may be imposed. In exceptional cases, a transaction may be prohibited or unwound. For deal practice, this means that Vifo screening can affect due diligence, SPA conditions, conditions precedent, long stop dates, information covenants and deal certainty.

Why this matters for M&A and investments

The Vifo Act may apply to acquisitions, mergers, investments and other transactions where control or influence is acquired over companies active in vital processes or sensitive technology. For M&A practice, timing is the key issue. A Vifo filing can affect:

• transaction structure;
• signing and closing timetable;
• SPA conditions precedent;
• foreign investment screening provisions;
• long stop dates;
• information obligations;
• deal certainty;
• the assessment of potential buyers or investors.

For technology companies, Vifo should therefore not be reviewed only at the end of the process. If a target is active in AI, biotech, advanced materials, sensor technology or another potentially sensitive technology area, screening should be considered early in the transaction preparation.

What this means for sellers and founders

Founders and sellers of technology companies should think earlier about the nature of their technology and the identity of potential buyers or investors.

This is especially relevant in sale processes involving international bidders, strategic buyers, state-linked investors, defence-related parties or investors from jurisdictions where national security concerns may arise more quickly.

Before launching a process, a seller should be able to explain:

• what technology the company develops or uses;
• whether that technology may fall within a Vifo category;
• which IP rights, data, software or know-how are essential;
• which customers, sectors or applications may be sensitive;
• whether a proposed buyer creates notification or approval risk.

This helps avoid late-stage delays caused by investment screening issues that should have been identified earlier.

What this means for buyers and investors

For buyers and investors, Vifo due diligence becomes more important. In technology transactions, it is no longer sufficient to review only IP, contracts, revenue and employees. The question is also whether the company is active in sensitive technology or a vital sector.

For private equity and venture capital, this is relevant for investments in AI, deeptech, healthtech, defence-related technology, sensors, advanced materials and biotech. Minority investments may also be relevant if they confer influence or control.

International investors should expect that Dutch transactions may more often involve a regulatory clearance process. That does not make a deal impossible, but it should be reflected in timing, documentation and risk allocation.

Practical deal points

For technology transactions, parties should assess early whether Vifo is relevant. In practice:

• conduct an early Vifo scan for targets active in technology, AI, biotech, advanced materials, sensors and medical nuclear applications;
• include Vifo in the due diligence checklist;
• agree who is responsible for notification and information gathering;
• include an appropriate condition precedent if clearance is required;
• align long stop dates with possible screening timelines;
• assess whether certain buyers or investors create higher screening risk;
• avoid discovering Vifo issues only after signing.

Conclusion

The expansion of the Vifo Act as of 1 January 2027 is not just a national security issue. It directly affects Dutch M&A, private equity, venture capital and technology investments.

For deals involving AI, biotech, advanced materials, nanotechnology, sensor and navigation technology and medical nuclear technology, it will become more important to assess early whether investment screening applies.

The practical lesson is clear: treat Vifo as part of the deal structure, not as a final regulatory check. Early analysis allows parties to manage timing, conditions and risk allocation in the SPA. Late analysis can create delay, uncertainty or renegotiation.

FAQ

What is the Vifo Act?

The Vifo Act is the Dutch law on security screening of investments, mergers and acquisitions involving vital processes and sensitive technology.

Which technologies will be added?

As of 1 January 2027, the Dutch government intends to add biotechnology, artificial intelligence, advanced materials, nanotechnology, sensor and navigation technology, and nuclear technology for medical use.

Does this mean transactions in these sectors will be prohibited?

No. The expansion means that more transactions may need to be reviewed. If national security risks are identified, conditions may be imposed or, in exceptional cases, a transaction may be prohibited.

What should buyers and sellers do?

They should conduct a Vifo assessment early in the process, include screening in due diligence and reflect any notification requirement in the SPA, closing conditions and transaction timetable.

About Dirk de Waard

Dirk de Waard is a Dutch corporate and M&A lawyer and partner at Venture Lawyers in Amsterdam. He advises founders, investors, private equity funds, buyers, sellers and management teams on Dutch M&A transactions, venture capital, private equity, governance, shareholder arrangements and deal implementation.

Buying, selling or financing a Dutch technology company?

Investment screening is becoming increasingly important in Dutch technology transactions. In AI, biotech, sensor technology, advanced materials and other strategic technologies, parties should assess early whether the Vifo Act is relevant.

Dirk de Waard advises buyers, sellers, founders and investors on Dutch M&A, technology investments and deal implementation. Contact Dirk at dirk.dewaard@viottalaw.com to discuss the Dutch legal implementation of a technology investment or acquisition.