The annual accounts are the financial report in which a legal entity accounts for the past financial year. They must be prepared, adopted and made public by filing with the trade register.
Legal basis
Title 9 of Book 2 of the Dutch Civil Code contains the rules. Article 2:210 requires the board to prepare the accounts within five months of the end of the financial year, extendable by up to five months by the general meeting. Article 2:394 requires publication within eight days of adoption, with an outside limit of twelve months after the financial year ends. In a BV where all shareholders are also directors, signature of the accounts counts as adoption, which effectively shortens the filing deadline. The extent of the requirements depends on size: micro, small, medium or large, with increasing disclosure and audit obligations. Article 2:248(2) provides that failure to file on time constitutes improper performance of duties and is presumed to have been an important cause of the bankruptcy.
How it works in practice
Filing is done digitally through the Standard Business Reporting system, usually by the accountant or bookkeeper. For a director, filing is not a formality but evidence: in a bankruptcy it is the first thing the trustee checks. A delay of a few days is sometimes treated in the case law as an unimportant default, but months late virtually never is.
Where it goes wrong
Directors assume the accountant has done it and never verify that it actually happened. A second error is missing adoption by the general meeting, which makes the filing formally premature. Third, it is forgotten that a dormant or empty company must file as well.
Related terms
The accounts connect to directors’ liability, the general meeting and the trade register.
Are you late in filing? Our corporate lawyers assess the exposure for the board.
