With the new Energy Act (Energiewet) entering into force on 1 January 2026, the Electricity Act 1998 (Elektriciteitswet 1998) and the Gas Act (Gaswet) are now integrated into a single legal framework. The Energy Act modernises Dutch energy law to reflect the energy transition, evolving market dynamics and updated EU regulations. A key question is how it will affect transactions in the energy sector, especially given the new approval requirements and notification obligations that may be triggered. We outline below the key implications, particularly the new notification obligations for changes of control or for permit transfers.

Notification of change of control

What remains unchanged under the new act is the requirement to notify the Minister of Climate Policy and Green Growth of a change of control, triggering a review by the Investment Screening Bureau (Bureau Toetsing Investeringen, or BTI). As before, the Minister may prohibit the transaction - or approve it subject to conditions - on grounds of public safety, security of supply or security of provision.

Expanded scope

The Energy Act expands the scope of the notification requirements in two key respects:

• Lower capacity threshold for electricity production installations (such as power plants, solar and wind farms): The capacity threshold for these installations has been lowered from 250 MW to 100 MW.
• Broader scope for LNG Installations: Indirect changes of control over LNG installations must now be notified in addition to direct changes of control.

Extended statutory timelines for approval

Under the Energy Act:

• The statutory review period of four months may be extended by up to three months where a foreign direct investment within the scope of the EU Investment Screening Regulation is involved.
• A new stop-the-clock mechanism allows the Minister of Climate Policy and Green Growth to suspend the review period when it is requesting additional information, with the suspension continuing until the information has been provided.

In straightforward cases, review by the BTI takes one to three months, but the risk profile of the buyer and target may result in this period being extended.

Notification of transfer of permit

Notifications of a transfer of permit granted under the Energy Act will now be reviewed by the Netherlands Authority for Consumers & Markets (ACM). Under the Energy Act, the transfer must be notified jointly by the parties, and the permit can only be transferred once the ACM has granted its approval. To ensure timely approval, the notification must be submitted at least four months before closing.

Relevant considerations for obtaining approval

Failure to notify the BTI of a notifiable change of control, or the ACM of a transfer of permit, may result in an administrative fine of up to EUR 1.1 million or, if higher, 1% (transfer of permit) or 10% (change of control) of the offender's turnover. Any change of control that was not notified but should have been, can be voided by a court order.

Practical considerations for energy/infra M&A

In auction processes, sell-side owners and advisers should identify potential regulatory risks at an early stage to assess which parties should be admitted to subsequent rounds, particularly where closing must take place before a specific date. The envisaged closing date and long-stop date should allow for BTI approval timelines and the potential extended timelines under the Energy Act. Since review by the BTI generally takes one to three months (in straightforward cases), notifications should be submitted at least four months before closing to ensure timely BTI approval.

Parties should also consider how to allocate non-closing risks between seller and buyer based on risk profiles, and consider mitigation measures and break fees.

As to transfer of permit notifications, it is worth noting that the ACM has only recently been appointed as the competent authority, with no precedents available for guidance yet. That said, the ACM can be expected to take into account the Public Administration Probity Screening Act (Wet Bibob) and the requirements applicable for permit applications.