In short: since 1 June 2023, the Netherlands applies the Security Screening of Investments, Mergers and Acquisitions Act (Wet veiligheidstoets investeringen, fusies en overnames — the Wet Vifo). What surprises many investors: the act is “country-neutral” — not only non-EU investors like Vietnam but also EU and even Dutch domestic investors must file when a deal is caught. Both buyer AND seller must notify the Bureau for Investment Screening (Bureau Toetsing Investeringen — BTI) in advance, and the deal may not close before clearance (standstill). Vietnamese investors targeting Dutch technology, ports, energy or digital infrastructure must build the Vifo procedure into the deal timeline from day one.
When filing is triggered: three target groups
The filing duty arises where an investment leads to a change of control or significant influence in a Dutch company in one of three groups: (1) vital suppliers — seaports, energy infrastructure, telecoms, finance, drinking water; (2) managers of high-tech business campuses; (3) companies active in sensitive technology. Thresholds: 10% for vital suppliers, 25% for sensitive technology. “Sensitive technology” is listed in a separate decree: semiconductors, photonics, quantum, high-assurance products, dual-use/military goods; “highly sensitive” adds cryptographic analysis systems and nuclear technology. The Dutch government proposed (December 2024) extending the list to biotechnology and AI — not yet law, but watch it.
The BTI procedure: 8 weeks and standstill
The filing goes to the BTI and must disclose the full ownership chain and beneficial owners at every tier of the buyer — a point Vietnamese investors with multi-layer structures should prepare carefully. The BTI takes about 8 weeks to review; the Minister of Economic Affairs may clear, clear with conditions, or prohibit the deal on national-security grounds. Meanwhile the parties may not close — breaching standstill can void the transaction. Practical advice: make “BTI clearance” a condition precedent in the purchase agreement rather than hoping “it will be fine”.
What Vietnamese investors should additionally note
First, do not confuse Vifo with EU screening — this is Dutch national law, running alongside the EU FDI cooperation mechanism (Regulation 2019/452). Second, Vifo catches asset deals, mergers, split-offs and full-function joint ventures — not just share purchases. Third, for Dutch tech startups: many semiconductor/AI startups assume they are “too small” to be caught — but the 25% sensitive-technology threshold has no size exemption. Due diligence on Dutch targets now needs a dedicated “Vifo screening” workstream, just as competition review has long had one.
A quick comparison with Germany and the EU
Compared with Germany (AWG/AWV: screening only non-EU/EFTA investors at a general 25%), the Dutch Vifo is broader in catching intra-EU investors too. Compared with the EU’s emerging framework (mandatory EU-wide screening under the 11 December 2025 political agreement), the Netherlands has been ahead since 2023. The trend is one-directional: Europe’s investment-screening net only widens — Vietnamese investors should treat security screening as a routine deal cost, not an abnormal risk.
Frequently Asked Questions
- When did the Wet Vifo take effect?
- 1 June 2023. All caught transactions since then require advance BTI notification and standstill compliance.
- Must EU investors file under Vifo?
- Yes. Vifo is country-neutral — it applies to all investors including EU and Dutch domestic ones. Nationality only affects the substantive risk assessment, not the filing duty.
- What are the filing thresholds?
- 10% for vital suppliers, 25% for sensitive-technology companies. Asset deals, mergers and split-offs causing control changes are also caught.
- What if we do not file?
- The deal may not close before clearance (standstill); breach risks enforcement and voidness. Make BTI clearance a condition precedent in the contract.
This article has been quality-reviewed by the FLAW AI Legal Council