Investment screening in the Netherlands: Where do we stand? Key takeaways from the BTI annual report 2025 

The Dutch Investment Screening Bureau (BTI) published its third annual report in April 2026, covering the year 2025. The report reflects a screening regime that is growing in both caseload and enforcement activity. In this blog, we highlight the key takeaways: the 2025 statistics, the first prohibition decision under the Vifo Act that became a conditional approval on appeal, the first gun-jumping fine, and the expanding scope of the regime. We also discuss what these mean in practice. 

A brief recap: The BTI and the Vifo Act  

For readers unfamiliar with the Dutch investment screening framework, this section serves as a brief reminder.  

The BTI, part of the Dutch Ministry of Economic Affairs and Climate Policy, has been responsible for investment screening since 2020. Alongside sector-specific screening regimes for the telecommunications, electricity, and gas sectors, the Investments, Mergers and Acquisitions Security Screening Act (Vifo Act) serves as the principal cross-sector instrument. In force since June 2023, the Vifo Act establishes a mandatory pre-closing notification and screening regime for acquisitions of control in (i) vital providers, (ii) sensitive technology companies, and (iii) administrators of corporate campuses.  

For highly sensitive technology companies (quantum technology, photonics, semiconductors, high assurance and certain types of dual-use goods), the notification obligation extends to the acquisition of significant influence — defined in Article 4 Vifo Act as reaching voting thresholds of 10%, 20%, or 25%, or obtaining board appointment rights. Unlike some other jurisdictions, the Vifo Act does not distinguish between foreign and domestic acquirers, meaning that ‘purely’ domestic transactions are also subject to screening.  

Screening decisions are taken by the Minister of Economic Affairs (the Minister), if necessary in agreement with the Minister of Justice and Security, and operate in parallel with and independently of merger control — as illustrated by the Kyndryl/Solvinity transaction,¹ notified to both the Netherlands Authority for Consumers and Markets (ACM) and the BTI under their respective legal frameworks. 

2025 in statistics: steady increase in notifications but intervention remains exceptional 

The BTI received 78 new notifications in 2025 (up from 65 in 2024), bringing the total number of cases to 91 if the 13 cases carried over from 2024 are included. These numbers significantly exceed the approximately 30 notifications per year (of which 5 complex) anticipated in the Vifo Act’s explanatory memorandum.² Of the 76 cases concluded, 66 received unconditional approval, 2 received conditional approval following remedies or clarifications by the parties, and 8 were withdrawn or declared inadmissible, primarily because the transaction fell outside the statutory scope of the Vifo Act or the relevant sector-specific regime.  

No case in 2025 required a Phase 2 screening decision. This contrasts with 2024, when four cases entered Phase 2 and one resulted in a prohibition — the first ever under the Vifo Act. This decision was subsequently reversed in 2025 following an administrative appeal (bezwaar), as discussed below.  

Of the 72 cases closed under the Vifo Act in 2025, dual-use goods dominated with 39 cases, followed by photonics (19), semiconductors (13), quantum technology (11), military goods (11), and High Assurance (4).  

The majority of acquirers in concluded cases have consistently been domestic. In 2025, 41 of the 76 concluded cases involved Dutch acquirers, followed by the United States (8), Luxembourg (5), Germany (5), Belgium (3), and the United Kingdom (3). This pattern is consistent with prior years. In 2024, out of 65 notifications, the Netherlands again led (28 cases), followed by the United States (10), United Kingdom (5), and Luxembourg (4). In 2023, European acquirers accounted for 40 of the 44 concluded cases, with only 4 from the Americas and none from Asia. 

The prohibition that became a conditional approval 

The BTI’s 2024 annual report disclosed that one transaction had resulted in a prohibition order, the first ever issued under the Vifo Act. The parties filed an administrative appeal with the Minister. According to the report, this appeal involved a detailed review of the decision by an advisory committee, including multiple hearings. On the basis of information that had not been available to the Minister at the time of the initial decision, the prohibition was converted into a conditional approval in 2025. This illustrates that the appeal procedure under Dutch administrative law is a meaningful remedy, and that the Minister is prepared to critically reassess an initial decision. 

The case also highlights the breadth of the conditional approval toolbox under the Vifo Act. Article 23 of the Vifo Act provides for measures such as supplementary security requirements, the establishment of a security committee with blocking powers over information access, the segregation of Dutch operations into a separate subsidiary, and caps on the acquirer’s shareholding. Article 24 of the Vifo Act adds instruments specific to sensitive technology transactions, including technology escrow arrangements and compulsory licensing on FRAND terms. Together, these provisions give the Minister significant flexibility to address national security concerns. 

The first gun-jumping fine under the Vifo Act 

Notably, 2025 marks the first gun-jumping fine under the Vifo Act. The BTI established that a transaction had been completed without the required prior notification. This breaches Article 10(1) Vifo Act, which prohibits closing a notifiable transaction before the Minister has either confirmed that no screening decision is required or issued one. 

The Minister imposed an administrative fine on the undertakings involved, although the report does not indicate the amount thereof. However, undertakings can currently be fined up to €1,100,000,³ or, where that maximum does not provide an appropriate penalty, up to 10% of the undertaking’s annual turnover.⁴ 

This decision makes it clear that the risk of sanctions for gun-jumping is not merely theoretical. Not observing the notification and standstill obligation of the Vifo Act carries serious financial consequences and potentially structural ones, as transactions completed in breach of a prohibition decision are null and void,⁵ with the Minister empowered to order reversal. 

Review timelines 

The Vifo Act operates on an eight-week initial review period,⁶ extendable by up to six months for complex cases.⁷ An extension of three months is possible where the transaction qualifies as a foreign direct investment under the EU FDI Screening Regulation,⁸ to allow for consultation with other Member State authorities. 

In practice, most reviews are carried out well within the statutory window. The average review time in 2025 was 37 days, compared to 50 days in 2024 and 40 days in 2023. Moreover, half of all cases in 2025 were concluded within 27 days, suggesting that many cases that are notified do not raise any national security issues. 

That being said, nine cases were extended in 2025 and the longest ran for 176 days. The stop-the-clock mechanism, which applies pending a complete response to a request for information (RFI),⁹ should therefore be accounted for when planning transactions. While this review period may seem long, in 2024, two cases required more than 200 days to clear and another three required 300 days to review. This suggests that the BTI is becoming more efficient in assessing complex cases, although it is difficult to draw any real conclusions from this small number of outliers, given that decisions are not published.   

In addition, the BTI issued 16 informal opinions in 2025, compared to 14 in 2024, and 10 in 2023. The BTI’s informal opinions are a pre-notification mechanism that allows parties to obtain non-binding guidance on whether a transaction falls within the scope of the applicable screening regime. Given the relatively high number of inadmissible notifications (8 in 2025, compared to 14 in 2024), this channel can provide clarity prior to filing. 

Expansion on the horizon and interim evaluation 

In late 2024, the Dutch cabinet proposed expanding the category of highly sensitive technology under the Decree on the scope of sensitive technology (Besluit toepassingsbereik sensitieve technologie) to include biotechnology, artificial intelligence, nuclear technology with medical applications, and certain additions relating to the Dual-Use Regulation. This will likely generate a material increase in notification volumes, given that it doubles the number of industries covered by the designation.  

This expansion comes on the heels of a broadly positive interim evaluation completed in 2025 by SEO Economic Research and Leiden University. The evaluation concludes that the Vifo Act likely achieves its objective of limiting unwanted control or significant influence, fulfils a preventive and protective function, and appears genuinely to reduce national security risks — with the overall impact on the investment climate considered manageable. It serves as a useful benchmark for future policy developments. 

Practical implications 

What does this mean in practice? Several points stand out:  

• The notification obligation is broader than it may appear. It is not limited to foreign acquirers or large transactions, and domestic transactions, intra-group reorganisations, and acquisitions at relatively low shareholding thresholds all potentially fall within scope.  

• Phase 2 investigations remain rare, but the 2024 prohibition demonstrates that the BTI and Minister will intervene where genuine national security concerns arise.  

• Where an adverse decision is received, the administrative appeal procedure can provide a meaningful remedy, as the Minister has shown a willingness to critically reassess initial decisions. 

• Finally, enforcement is live. The 2025 fine confirms that the pre-closing notification and standstill obligation will be enforced, and the penalty framework — including structural unwinding in the most serious cases — is substantial. With biotechnology, AI, and nuclear medicine set to enter the highly sensitive technology category, the scope of these obligations will grow.

Conclusion 

The BTI’s 2025 annual report portrays a screening regime that has matured swiftly since 2020. Notifications are increasing, the reversal of the 2024 prohibition demonstrates that the remedial framework is both robust and nuanced, and the first fine signals that gun-jumping will not go unaddressed. With new technology categories set to join the scope, and the revised EU FDI-screening Regulation requiring legislative alignment within the next few years, the regulatory perimeter will grow broader. In addition, the Government is expected to send a proposal for a defense-sector specific investment screening regime to the legislature in Q4 2026,¹⁰ meaning that new BTI’s responsibilities are only likely to grow in the future.    

The overarching message from the 2025 report is clear: economic security is a priority of the Dutch government, and the BTI is the authority through which that priority is operationalised at the transaction level. 

1. Kyndryl Nederland B.V. (a subsidiary of US-listed Kyndryl Holdings Inc.) proposed to acquire sole control over Solvinity Group B.V., a Dutch IT services provider with a significant public sector client base (including various Dutch ministries and the National Police). The ACM cleared the transaction on 26 February 2026, finding no significant impediment to effective competition. The BTI assesses the transaction separately for national security considerations under the Act on undesired control in telecommunications (Wet ongewenste zeggenschap telecommunicatie). ↩︎
2. Explanatory Memorandum accompanying the rules introducing a test concerning acquisition activities that may pose a risk to national security given their effect on vital providers or companies operating in the field of sensitive technology, p. 105-106. ↩︎
3. This fine amount can change over time, as it is formally set  with reference to the sixth category set out in the Dutch Criminal Code, which changes periodically. ↩︎
4. Articles 51(2) and (3) Vifo Act. ↩︎
5. Article 28 Vifo Act. ↩︎
6. Article 12(1) Vifo Act. ↩︎
7. Article 12(3) Vifo Act. ↩︎
8. Article 12(8) Vifo Act. ↩︎
9. Article 12(7) Vifo Act. ↩︎
10. This proposal is known as the Act on the Resilience of the Defence and Security related industry (Wet weerbaarheid defensie en veiligheid gerelateerde industrie). ↩︎