Investing in Nuclear Technology in the Netherlands

SMRs, deeptech governance and strategic investor rights in Dutch nuclear technology companies

Nuclear technology is becoming relevant again for investors, industrial companies and deeptech founders in the Netherlands. The Dutch government has published a national strategy for small modular reactors, and Dutch companies and research partners are active in molten salt reactor and SMR-related technology development.

For investors, the legal question is not whether nuclear technology is politically or technically attractive. The practical question is how an investment in a Dutch nuclear technology company should be structured. Nuclear technology companies are not ordinary software startups. Their value may depend on IP ownership, research history, public funding, strategic partnerships, sensitive technology, supply-chain dependencies, licensing pathways and long development timelines.

This article is part of Viotta’s insights on Dutch venture capital, Dutch deeptech financing and US VC terms in Dutch BV structures.

Nuclear technology is not standard deeptech

Many nuclear technology companies look like deeptech companies from a financing perspective. They may have university links, long R&D cycles, high capital requirements and specialised technical teams. But nuclear technology adds another layer: regulatory sensitivity, public-private collaboration, safety considerations, supply-chain reliability and strategic investor scrutiny.

That changes the legal due diligence. Investors will not only review the cap table, investment agreement and standard IP assignments. They will also want to understand who controls the technology, which public funding conditions apply, whether research partners retain rights and whether the company can commercialise the technology internationally.

A standard VC checklist is usually too light.

IP ownership and research history

For nuclear technology companies, IP ownership is often the first legal issue. Technology may have been developed by founders, employees, contractors, universities, research institutes, industrial partners or publicly funded projects.

Investors should review whether the Dutch company owns the core IP or has enforceable and sufficiently broad rights to use, develop and commercialise it. Founder assignments, employee clauses, contractor agreements, licence agreements, university arrangements and background IP should be checked before investment documents are signed.

If the company relies on technology developed outside the company, the investor should understand whether there are restrictions on use, transfer, licensing, field of application, export or change of control.

Grants, subsidies and public funding

Dutch and European nuclear technology companies may rely on grants, subsidies or public-private programmes. That funding can be important for development, but it may come with conditions.

Grant terms can affect reporting, use of funds, location of activities, publication, IP exploitation, repayment, consent rights or future transactions. A strategic investor or foreign investor should not assume that public funding is only administrative.

Before investing, parties should assess whether grant obligations restrict commercialisation, future financing, relocation, sale of shares, licensing or transfer of technology.

Strategic investors and information sensitivity

Nuclear technology investments may involve strategic investors, industrial partners, energy companies, supply-chain participants or government-linked stakeholders. Their involvement can be valuable, but it raises governance and information issues.

A strategic investor may request board rights, observer rights, technical reporting, milestone information or access to product roadmaps. The company must protect trade secrets, confidential know-how, regulatory information, supplier relationships and commercially sensitive data.

Information rights should therefore be carefully drafted. Not every investor should automatically receive the same technical information. Clean team arrangements, restricted information categories or enhanced confidentiality obligations may be appropriate.

Governance and reserved matters

Investor governance in nuclear technology companies should reflect the long-term and sensitive nature of the business. Reserved matters may cover IP transfers, strategic partnerships, licensing arrangements, material grants, relocation of activities, key technical hires, financing decisions, supply-chain commitments and sale of material assets.

The list should be practical. Investors need protection over value-critical decisions. Founders need enough operational freedom to run technical development and regulatory preparation.

In a Dutch BV, these rights must be aligned with the shareholders’ agreement, articles of association, board procedures and notarial implementation where relevant.

Sensitive technology and transaction readiness

Nuclear technology may raise questions around sensitive technology, national security, export controls or foreign investment screening. Not every investment will trigger the same issues, but parties should identify early whether the technology, investor base, end-users, strategic partners or international expansion plan require additional review.

This is especially relevant where non-EU investors, defence-related applications, dual-use components, critical infrastructure or cross-border IP transfers are involved.

Dutch legal implementation should therefore be coordinated with specialist regulatory, licensing, export control and tax advice where needed.

Supply-chain and project dependencies

Nuclear technology companies may depend on specialist suppliers, test facilities, research infrastructure, manufacturing partners, safety analysis, component validation or industrial consortia. These dependencies should be part of investment diligence.

Investors should understand whether key contracts are in place, whether the company has access to required facilities, whether supplier relationships are exclusive or fragile, and whether the development plan depends on third-party milestones.

If those dependencies are material, they should be reflected in warranties, disclosure, covenants, investor reporting or reserved matters.

Practical conclusion

Investing in nuclear technology in the Netherlands requires more than ordinary VC documentation. The legal structure should address IP ownership, public funding, strategic investor rights, information sensitivity, governance, regulatory coordination and supply-chain dependencies.

For founders, the goal is to attract capital without losing control over core technology or creating unworkable governance. For investors, the goal is to obtain protection that reflects the long development cycle and sensitive nature of the technology.

FAQ

Is investing in nuclear technology legally different from ordinary deeptech investing?
Yes. Nuclear technology may involve additional issues around regulatory sensitivity, public funding, IP control, strategic investors, supply-chain dependencies and foreign investment screening.

What should investors review first?
IP ownership, research agreements, grant obligations, licensing restrictions, strategic partnerships, governance rights and sensitive technology considerations.

Can US or international investors invest in Dutch nuclear technology companies?
Potentially yes, but the investment should be reviewed carefully for governance, regulatory, foreign investment screening, export control and tax implications.

About Dirk de Waard

Dirk de Waard is a Dutch corporate and M&A lawyer, partner at Venture Lawyers in Amsterdam, and advises founders, investors, deeptech companies and strategic partners on Dutch BV financing rounds, shareholder agreements, governance, sensitive technology investments and cross-border implementation.

Investing in Dutch nuclear technology?

Nuclear technology investments require legal documentation that reflects the actual risk profile: IP, public funding, strategic investors, information rights, sensitive technology, governance and future financing needs.

Dirk de Waard advises founders, investors and strategic partners on Dutch legal implementation of investments in nuclear technology and deeptech companies. Contact dirk.dewaard@viottalaw.com to discuss how a Dutch nuclear technology investment should be structured.