In a Letter to Parliament dated 2 June 2020, the government provided information on its plans for an investment screening mechanism to safeguard the Netherland’s essential security interests. The document complements an earlier letter to Parliament of 11 November 2019, and specifies that a future review mechanism could be applied retroactively as of 2 June 2020; indicated that the mechanism would be similar in its design to the rules on undesired control in the telecom sector; and identifies key infrastructure and companies with key technologies as two areas that are planned to be covered by the future review mechanism.  On 22 June 2020, the Foreign Direct Investment Screening Regulation Implementing Bill was submitted to the House of Representatives. The Bill aimed to implement the European Union Regulation establishing a framework for the screening of FDI into the EU. 
On 30 June 2021, an amended bill ("Investments, Mergers and Acquisitions Security Screening Bill", No. 35880) was sent to the Dutch House of Representatives.
On 1 June 2023, the Act on security screening of investments, mergers, and acquisitions took effect, reinforcing national security considerations. It complements sector-specific screening in energy and telecommunications. Investments in "vital providers," high-tech campuses, and sensitive technology firms trigger reporting to the Bureau for verification. The list of "vital providers" includes heat suppliers, nuclear power companies, and financial infrastructure providers. Dutch and non-Dutch investors alike are subject to a mandatory national security regime for qualifying investments since September 8, 2020. The Bureau assesses risks and may authorize mitigating measures or prohibit acquisitions, with non-compliance in reporting inviting fines or shareholder rights suspension.
On 13 December 2023, the Investment Assessment Bureau (BTI) of the Ministry of Economic Affairs and Climate issued guidelines for implementing the FDI screening regime under the Vifo Act. The BTI's guidance clarifies triggers for Vifo notifications, such as new minority shareholders or changes in control. It also outlines criteria for asset acquisitions to qualify under the Vifo Act, emphasizing the acquirer's ability to function as a vital provider. Additionally, the guidelines detail criteria for companies to be considered active in sensitive technology, including research or technology exploitation in the Netherlands.
"Article 2
This law applies to the following acquisition activities, if they relate to a target company that is a vital provider or manager of a corporate campus or is an company active in the field of sensitive technology:
a.investments in a target company by an acquirer leading to the acquisition of control in that company;
b.the merger of two or more previously independent companies into a target company;
c.the creation of a joint venture that permanently performs all the functions of an independent economic entity, if this undertaking will be a target undertaking;
d.the division of a company, if:
1°.the company being split is a company that is a vital provider or manager of a corporate campus or is active in the field of sensitive technology; and
2°.the demerger involves the acquisition of control in the company that is a target company after the demerger;
e.acquiring part of the assets of a target company, if these are essential for its ability to function as a vital provider or manager of a corporate campus or as a company in the field of sensitive technology;
f.legal acts other than those referred to under a to e, which result in one or more persons, or one or more companies, acquiring control in a target company; and
g.the acquisition of goods as referred to in Article 1 of Book 3 of the Civil Code under general title as referred to in Article 80, second paragraph, of Book 3 of that Code , with the exception of a merger or demerger, of a target company.
Article 3
This law also applies to the following acquisition activities, if they concern a target company active in the field of sensitive technology:
a.investments to obtain or increase significant influence by an acquirer over a target company;
b.the division of a company, if:
1°.the company being split is a target company; and
2°.the demerger involves the acquisition or increase of significant influence on a company active in the field of sensitive technology after the demerger;
c.legal acts other than those referred to under a and b, which result in one or more persons, or one or more companies, gaining or increasing significant influence over a target company;
d.the acquisition of goods as referred to in Article 1 of Book 3 of the Civil Code under general title as referred to in Article 80, second paragraph, of Book 3 of that Code , with the exception of a merger or demerger, which results in significant influence on a target company obtained.
Article 4 
1 Unless provided for in an order in council as referred to in the third paragraph, the acquisition or increase of significant influence in a target company in the field of sensitive technology occurs if:
a. a person can cast or cause to be cast at least one-tenth of the votes of the general meeting in a target company;
b. a person can cast or cause to be cast at least one fifth of the votes of the general meeting in a target company;
c. a person can cast or cause to be cast at least one quarter of the votes of the general meeting in a target company;
d. the company undertakes or has undertaken towards a third party to encourage the competent bodies of a target company to appoint or dismiss one or more directors nominated by this third party; or
e. it has been agreed between shareholders that a shareholder obtains or increases significant influence through one of the options mentioned in parts a to c.
2 There is no significant influence as referred to in the first paragraph if there is control.
3 Specific categories of target enterprises may be designated by order in council, for which it is determined for each designated category, based on the nature of the activities or organization of target enterprises that fall under a category, which of the components referred to in the first paragraph apply to them.
4 If provision is made for an order in council as referred to in the third paragraph, the acquisition or increase of significant influence in a target company in the field of sensitive technology only occurs if one or more components as referred to in the first paragraph are met. , which is or has been declared applicable in the order in council to a category of target enterprises designated therein, to which the target enterprise in question belongs.
5 When determining the percentage of votes in the general meeting of a target company that an acquirer will have after carrying out an acquisition activity, the votes of natural persons, legal entities or companies with whom or with whom cooperation takes place on the basis of an agreement are taken into account.
[...]
Article 6
For the purposes of this law, a target company that is a vital provider or manager of a corporate campus also includes a target company that controls a vital provider or manager of a corporate campus established in the Netherlands and a target company that is active in the field of sensitive technology also means a target company that has control over or significant influence over a Dutch-based company active in the field of sensitive technology.
Article 7
1 A vital provider in the field of heat transport is considered to be a company that provides a complete set of interconnected and interconnected pipes, associated installations and other resources for the transport of heat that is important for the regional heat supply from the connection to the heat transport network from a heat source to the connections to the heat transport network of heat consumers from a heat transport network and the heat transport connections of heat networks.
2 A vital supplier in the field of nuclear energy is a company that:
a.is the holder of a permit as referred to in Article 15(b) of the Nuclear Energy Act ; or
b.to whom the Nuclear Energy Act Confidentiality Decree or the Implementation Decree 24 September 1971/no.671/524 (Stcrt. 1971, no. 187 and Stcrt. 1989, no. 52) applies.
3 The following are considered vital providers in the field of air transport:
a. the operator of Schiphol Airport, referred to in Article 8.1b of the Aviation Act ;
b. a user as referred to in Article 8.1b of the Aviation Act, insofar as it concerns Schiphol Airport [...]
c. a provider of ground handling services as referred to in Article 1(d) of the Aerodrome Ground Handling Regulations [...]
4 A vital provider in the port area is a company whose harbor master is mandated for nautical safety in the port of Rotterdam on the basis of, among other things, the Shipping Traffic Act.
5 A vital provider in the field of banking is considered to be a company that is a bank as referred to in Article 17d(a) of the Decree on Prudential Rules Wft .
6 A vital provider in the field of infrastructure for the financial market is a company that is an operator of a trading platform in the Netherlands, on which at least half of the first admission or trading of securities as referred to in Article 1: 1 of the Act on financial supervision takes place, calculated on the basis of the total nominal value of the first admission or trading of securities in the Netherlands over the past twelve months. [...]
8 The following are further identified as vital providers in the field of infrastructure for the financial market:
a. a central counterparty referred to in Article 2(1) of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (OJEU 2012, L 201), with registered office in the Netherlands;
b. a clearing institution as referred to in Article 1:1 of the Financial Supervision Act , which has a license as referred to in Article 2:4, first paragraph, of the Financial Supervision Act and which has a total of more than settles 1 billion transactions per year;
c. a financial undertaking as referred to in Article 1:1 of the Financial Supervision Act , which has a license granted by the European Central Bank or the Dutch Central Bank as referred to in Article 2:4, second paragraph, of the Financial Supervision Act supervision , and which, in the course of its business as a clearing institution within the Netherlands and cross-border, settles more than 1 billion transactions per year;
d. a settlement company as referred to in Article 1:1 in conjunction with Art. 2:3.0b of the Financial Supervision Act;
e. a central institute with headquarters in the Netherlands.
9 A vital supplier in the field of recoverable energy is a company that:
a. is the holder of the Groningenveld extraction permit, referred to in Article 52a of the Mining Act; or
b. has been designated pursuant to Article 10a, fifteenth paragraph, of the Gas Act.
10 A vital provider in the field of gas storage is a company that:
a. is the holder of a permit referred to in Article 25 of the Mining Act;
b. has been designated as the manager of a gas storage installation on the basis of Article 9a of the Gas Act.
[...]
Article 8
1 Sensitive technology includes, unless otherwise determined on the basis of the second or third paragraph:
a. dual-use items the export of which is subject to an authorization requirement under Article 3(1) of Regulation (EU) No 2021/821 of the European Parliament and of the Council of 20 May 2021 establishing a Union export control regime, brokering, technical assistance, transit and transfer of dual-use items (OJEU 2021, L 206); and
b. military goods as referred to in Article 2 of the Strategic Goods Implementation Regulation 2012.
[...]
Article 10
1 An acquisition activity, with the exception of an acquisition activity as referred to in Article 2(g) or Article 3(d), shall not take place before:
a. Our Minister has notified a reporting party that no assessment decision is required; or
b. an assessment decision has been taken.
2 Our Minister takes a review decision in accordance with Our Minister of Justice and Security, and, if applicable, Our Minister or Ministers it also concerns.
3 Our Minister may, if necessary, consult Ministers other than those referred to in the second paragraph before an assessment decision is made or notification is made.
[...]
Article 19
1 When Our Minister assesses whether an acquisition activity may lead to a risk to national security, the following factors are taken into account, viewed in conjunction with each other:
a. an acquirer's ownership structure and relationships are insufficiently transparent;
b. an acquirer is, or is under the influence of, a natural or legal person or a non-State entity subject to restrictive measures under:
1°. Chapter 7 of the Charter of the United Nations;
2°. Article 215 of the Treaty on the Functioning of the European Union;
3°. the Sanctions Act 1977;
c. the security situation in the country of residence of an acquirer, in the country in which the central administration of an acquirer is located or in the countries of the surrounding region is uncertain or poor because the stability of that country or of the countries in that region is under great pressure state or has been seriously affected as a result of unwanted foreign interference or subversion or threat thereof, military threats, cyber threats, terrorist threats, threats from armed non-state actors or increasing proliferation of weapons of mass destruction or risk thereof within the region, or as a result of internal armed conflict or the declaration of martial law or a state of emergency due to an attempted overthrow of the internationally recognized government;
d.the acquirer has committed a crime that corresponds to a crime designated by ministerial regulation for the purposes of this section, or is under the influence of a person or legal entity that has committed such a crime;
e. an acquirer has not cooperated or has not cooperated sufficiently in the investigation into the factors under a to d and, where applicable, the factors referred to in Articles 20 and 21;
f. if the assessment relates to a report pursuant to Article 17, paragraph 2 : the nature of the incorrectly supplied information and the motive for incorrectly providing that information.
2 A criminal offense as referred to in the first paragraph, part d, is equated with a criminal offense under foreign law, which in the opinion of Our Minister is similar to a criminal offense under Dutch law designated by ministerial regulation.
[...]
Article 23
1 Our Minister may, insofar as applicable, impose the following requirements or the following further regulations in the assessment decision for an acquisition activity that, in the opinion of Our Minister on the basis of the assessment referred to in paragraph 3.5, leads to a risk to national security. if this is necessary to prevent or limit associated risks to national security to an acceptable level:
a. compliance with, in relation to applicable laws and regulations, additional security and usage requirements regarding the handling of sensitive information of purchasers of goods and services provided by the target company;
b. the adoption and application of a security and integrity policy by the acquirer and target company with regard to the recruitment and appointment of directors and employees for key positions that provide access to sensitive information or business processes;
c. the establishment of a security committee or the appointment of a security officer to protect sensitive information and business processes, who is authorized to:
1°. restrict or prohibit access to or transfer of information and access to business processes;
2°. to provide advice on the security and integrity risks or absence thereof in the recruitment and appointment of directors and employees for key positions that provide access to sensitive information or business processes; and
3°. to report violations or threatened violations of restrictions or prohibitions regarding access to or transfer of information or access to business processes to Our Minister without prior permission from any manager or director and, if necessary, to be accompanied by an enforcement request addressed to the supervisory authority officials, referred to in Article 46 , for protection against infringements;
d. bundling and placing certain parts of the company in a separate subsidiary established in the Netherlands that are part of vital processes in the Netherlands or through which sensitive national security services are provided to the Dutch government.
e. prohibiting the provision of certain types of services or the sale of certain goods from the Dutch branch of the company to certain other companies or certain countries;
f. establishing a separate supervisory board for a Dutch subsidiary;
g. prohibiting certain assets, units or subsidiaries of the target company from being part of the transaction;
h. imposing a maximum shareholding that is lower than the intended investment;
i. requiring certification of all or part of the acquirer's shares through a foundation. These certificates are not deemed to have been issued with the cooperation of the company;
j. linking the permission of Our Minister to the termination of trading in shares of a listed target company using a securities settlement system, at any time after a proposed investment, and whereby the granting of that permission is made dependent on an assessment in accordance with Articles 19 to 21 .
[...]
Article 25
1 If an acquirer or target company does not comply with a requirement or further regulation from an assessment decision related to an acquisition activity, Our Minister will order the relevant parties to comply within a reasonable period.
2 If, after the expiry of the period referred to in the first paragraph, the acquirer has not complied with the imposed order, Our Minister may:
a. attach other requirements or other further regulations than those referred to in the first paragraph to the acquisition activity; or
b. prohibit the acquisition activity.
3 If, in the opinion of Our Minister, an acquisition activity leads to a risk to national security that cannot be sufficiently limited by requirements or regulations as referred to in Article 23, first paragraph, or Article 24, Our Minister shall prohibit:
a. the acquisition activity; or
b. to retain control or significant influence if there is an acquisition activity as referred to in Article 2(g) or Article 3(d). [...]" (Investment, Mergers and Acquisitions Safety Test Act, Articles 2, 3, 4, 5, 6, 8, 10, 19, 23 and 25 [google translate])
Investment, Mergers and Acquisitions Safety Test Act, 18 May 2022.
[<a href="https://wetten.overheid.nl/BWBR0046747/2024-01-01">Act</a>],[<a href="https://www.lexology.com/library/detail.aspx?g=1e998404-ddb8-426f-ad93-e6aba600ab5f&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2023-06-05&utm_term=">Other</a>],[<a href="https://investmentpolicy.unctad.org/investment-policy-monitor/measures/4328/netherlands-introduces-fdi-screening-regime">Other</a>],[<a href="https://investmentpolicy.unctad.org/investment-policy-monitor/measures/4532/netherlands-publishes-new-guidance-on-the-application-of-its-fdi-screening-regime">Other</a>]