The Dutch investment screening authority (BTI) has published new guidelines clarifying when a company is considered “active” in sensitive technology and subject to foreign direct investment (FDI) screening. This brings much-needed clarity for investors in sensitive technology sectors while the regulatory landscape in the Netherlands and Europe continues to evolve.

Revamp of the BTI's 2023 guidelines

The Dutch Foreign Direct Investment Screening Act (Vifo Act) applies to entities identified as vital providers, business campus operators, or those involved in sensitive technology sectors, requiring regulatory approval for transactions concerning these parties. Despite prior guidance from the BTI (the 2023 guidelines), uncertainty remained about what constitutes "active" participation in the sensitive technology sector, a key issue for applying the Dutch FDI screening framework to mergers and acquisitions. On 22 August 2025, the BTI issued revised guidelines to clarify what qualifies as "active" in sensitive technology.

Key updates concerning the types of activities subject to FDI screening in the Netherlands.

The revised guidelines clarify the criteria for being considered "active" and modify the scope of activities captured under this definition:

• According to the 2023 guidelines, companies involved in research or the development, processing, production, or integration of sensitive technologies into (semi-)finished products fall within the scope of the Vifo Act if these activities take place in the Netherlands. The revised guidelines specify that this applies only if the relevant (semi-)finished products are classified as dual-use items or sensitive technology. This adjustment narrows the application of the rules, excluding companies that use sensitive technology to produce items outside this scope.

• The revised guidelines clarify that the Vifo Act's scope includes firms that acquire  semi-finished products classified as military assets, dual-use products, or sensitive technologies, depending on their level of interaction with the underlying technology. Companies are now considered "active" if their activities in the Netherlands include processing or integrating sensitive components while making use of:
  • substantial modification;
  • technical expertise;
  • processes that make visible the architecture of the semi-finished or sensitive technological product during processing or installation; or
  • processes that allow the company to become aware of the technical specifications of the components.

For example, testing and measurement activities are caught if performed before all customer production activities have finished but are excluded if conducted after production concludes.

New guidance on the types of sensitive technologies in scope.

The revised guidelines clarify the application of the 2023 Decree on Sensitive Technology, by specifying additional types of technologies which are deemed sensitive within photonics, semiconductors, and high-assurance product sectors: 

• Micro-electromechanical systems (MEMS) technology – such as accelerometers, gyroscopes, inkjet printheads, and microfluidic devices – are products which combine electronic and mechanical components. They typically consist of a central processing unit (such as an integrated circuit chip or microprocessor) and microsensors or other elements designed to interface with their environment. The revised guidelines confirm that companies working with MEMS technology are subject to FDI screening and fall under the sensitive semiconductor technology heading.
• Companies engaged in photonics technology research, as well as manufacturers of both intermediary and finished products incorporating photonics technology, fall within the scope of the Vifo Act. This encompasses producers of consumer goods such as monitors, cameras, telephones, internet connectivity devices, solar panels, and lighting solutions.
• Products assessed by the General Intelligence and Security Service (AIVD) Resilience Unit are classified as sensitive technologies, triggering notification thresholds. Other cryptographic tools may fall under category 5 of the EU Dual Use Regulation 2021/821 and require notification under a different legal basis. Products assessed by AIVD under the Baseline Security Product Assessment scheme (BSPA-evaluated products) are not automatically considered sensitive technology.  

All else remains unchanged

• Suppliers of customised products, machinery, expertise, or services for customers developing very sensitive technologies are considered active participants in those technologies, regardless of whether they see themselves only as suppliers. 
• In contrast, brokers, end-users, wholesalers, retailers, and sub-contractors are not caught. Passive supply activities like transport or packaging services for sensitive and very sensitive technologies are also excluded. 
• Exceptionally, end-users of high assurance products – cybersecurity tools, such as cryptography, network security devices, and cross-domain solutions – are caught if they significantly modify such products for their own internal use. 
• Multinational businesses with Dutch branches or subsidiaries engaged solely in trading, distribution, or passive asset holding are not caught by the FDI screening regime. 
• Similarly, universities, hospitals, and other R&D institutions are exempt, unless they conduct high technology readiness activities, particularly through commercial subsidiaries, spin-offs, or sales.

Looking  ahead

The BTI developed these guidelines drawing on its experience, which in 2024 included reviewing 61 transactions under the Vifo Act. This development occurs against the backdrop of a continually evolving regulatory environment. The Dutch government is evaluating the potential expansion of the Vifo Act's scope to cover additional sectors. A proposal for a defence-specific investment screening regime is expected to receive ministerial agreement later this year. Relatedly, discussions are ongoing at the EU level regarding five initiatives introduced by the European Commission in January 2024 focused on reforms to EU-wide foreign direct investment screening. For more details, see our briefing on the revision of the EU FDI Screening Regulation.

As with previous versions, the BTI may revise these guidelines in response to changes in the market or regulatory environment. We continue to monitor developments and inform you of implications for your business and planned investments.