Article 2:394 of the Dutch Civil Code (Burgerlijk Wetboek) obliges companies such as the BV and NV to make their annual accounts (jaarrekening) public by filing them with the trade register of the Chamber of Commerce (KvK). Filing must take place within 8 days after adoption, and in any event no later than 12 months after the end of the financial year.
Table of contents
What are the deadlines for a BV?
The board must prepare the annual accounts within 5 months after the end of the financial year. The general meeting can extend this by up to 5 months (Article 2:210 Dutch Civil Code). After adoption by the general meeting, the accounts must be filed within 8 days. If the accounts have not been adopted within 2 months after the preparation period, the board must file the prepared accounts without delay, stating that they have not yet been adopted.
What must be filed?
That depends on the size of the company. Micro and small companies may file an abridged version, often limited to the balance sheet and notes (Articles 2:395a to 2:397 Dutch Civil Code). Medium-sized and large companies must file more, including the profit and loss account and, where required, the auditor’s report. Micro and small companies must file digitally. The accounts may be drawn up in Dutch or, if the general meeting so decides, in English, French or German.
What happens if you file late?
Late filing is an economic offence under the Economic Offences Act (Wet op de economische delicten), which can lead to a fine. The bigger risk arises in bankruptcy. If the board did not comply with Article 2:394, it has by law performed its duties improperly, and this is presumed to be an important cause of the bankruptcy (Article 2:248 Dutch Civil Code). Directors can then be held personally liable for the deficit, unless the delay was a minor one. A trustee looks at the filing history of the 3 years before the bankruptcy.
Frequently asked questions
Does late filing matter in an acquisition?
Yes. Gaps in the filing history stand out in due diligence and often lead to questions or extra warranties.
Related terms
- Annual accounts and filing
- Article 2:248 Dutch Civil Code (director liability in bankruptcy)
- Article 2:10 Dutch Civil Code (duty to keep accounts)
- Trade register (KvK)
Our corporate lawyers advise directors on their filing obligations and defend them against liability claims. Want to know what this means for your situation? Book a free introductory meeting.
