Key improvements include mandatory screening mechanisms in all Member States, a common minimum sectoral scope covering sensitive and strategic areas and the broadened definition of indirect foreign control to catch investments by EU-based investors ultimately controlled by non-EU individuals or entities. National procedures will be required to contain a two-phase review process and provisions allowing for the retroactive screening of unnotified transactions, with the goal of strengthening the procedure. Cooperation mechanisms between Member States will be enhanced, and clearer risk assessment criteria ensure greater consistency in identifying potential security and public order risks. Transparency will also be improved, for instance through requirements for Member States to publish guidance on their screening mechanisms. Finally, key procedural elements will be harmonised between Member States to facilitate corporate group investments.
The short term impact of the revised FDI Regulation after the implementation is expected to be mixed. On the one hand, the number of filings is expected to increase, the call in risk for unnotified transactions will rise, and compliance burdens will rise as Member States transpose the rules and publish guidance. In sensitive cases, the two phase review and enhanced cooperation may extend timelines in countries in which such mechanism does not yet exist. On the other hand, early benefits should include clearer scoping in jurisdictions that quickly adopt the common minimum sector list, more standardised information requirements and more transparency and predictability.
When examining the Dutch FDI framework under the Vifo Act, the revised FDI-regulation is not expected to have a major impact. The Dutch system already incorporates a two-phase review process, so no significant substantive changes are anticipated. In addition, the proposal aligns with the Dutch government’s earlier public consultation to amend the Vifo Act’s sectoral scope. Any such amendments are expected to closely follow the new EU definitions, ensuring compliance with the final “common minimum scope.”
The revised FDI Regulation is expected to enter into force in the first half of 2026, following formal approval by the Council and the European Parliament. The new framework will become fully applicable 18 months after its entry into force. Our FDI specialists regularly advise clients on FDI matters and submit filings to the Dutch FDI authority. For more information, click here.