The 403 declaration: the Dutch group exemption explained
A 403 declaration swaps the subsidiary's public accounts for the parent's liability. Check every condition before relying on it.
The short answer
A 403 declaration is a parent's statement, filed with KVK, that it is jointly and severally liable for debts from a Dutch subsidiary's legal acts. With the shareholders' yearly consent and EU-law consolidated accounts filed in the Netherlands, the subsidiary need not follow Title 9 in full, needs no audit and files no accounts of its own (art. 2:403 DCC).
Updated 28 October 2026
Key facts
| Statute | Arts 2:403 and 2:404 DCC; same wording for financial years 2025, 2026 and 2027 |
| Who can use it | A group company whose figures are consolidated by an entity subject to EU accounting law; not a public-interest entity (art. 2:403(4) DCC) |
| Filed once | The liability declaration, which stays in force until withdrawn |
| Filed every year | The shareholders' consent and the consolidated accounts with auditor's report and management report |
| Still required | Bookkeeping, short accounts for adoption, adoption itself, tax returns |
What the law says
Een tot een groep behorende rechtspersoon behoeft de jaarrekening niet overeenkomstig de voorschriften van deze titel in te richten, mits: […]
b. de leden of aandeelhouders na de aanvang van het boekjaar en voor de vaststelling van de jaarrekening schriftelijk hebben verklaard met afwijking van de voorschriften in te stemmen; […]
f. de onder c bedoelde rechtspersoon of vennootschap schriftelijk heeft verklaard zich hoofdelijk aansprakelijk te stellen voor de uit rechtshandelingen van de rechtspersoon voortvloeiende schulden; […]
Unofficial translation: a legal entity belonging to a group need not arrange its annual accounts in accordance with this Title, provided that (b) the members or shareholders have declared in writing, after the start of the financial year and before adoption of the accounts, that they consent to the departure, and (f) the entity under (c) has declared in writing that it accepts joint and several liability for the debts arising from the legal entity's legal acts. The table sets out all seven conditions.
| Condition | In plain English (unofficial) | What to keep on file |
|---|---|---|
| (a) | The balance sheet still shows at least total fixed assets, total current assets, equity, provisions and debts; the profit and loss account at least the result from ordinary activities and the balance of other income and expenses, both after tax | Short accounts for the subsidiary's own adoption |
| (b) | Written consent of the members or shareholders, given after the financial year starts and before adoption | Signed consent per financial year, filed with KVK |
| (c) | The subsidiary's figures are consolidated in group accounts governed by EU accounting law (the IAS Regulation, Directive 2013/34/EU or the bank and insurance directives) | The consolidating parent's identity and framework |
| (d) | The consolidated accounts are in Dutch, or in or translated into French, German or English | Language check |
| (e) | The auditor's report and management report are in the same language as the consolidated accounts | Same-language set |
| (f) | The consolidating entity has declared in writing that it is jointly and severally liable for debts arising from the subsidiary's legal acts | Liability declaration with original signatures |
| (g) | The declarations under (b) and (f) are filed with the Business Register, and the documents under (d) and (e) within six months after the balance sheet date, or within one month after a permitted later publication | KVK receipts and filing dates |
If all conditions are met, article 2:403(3) DCC switches off arts 2:391 to 2:394: no management report, no other information (overige gegevens), no statutory audit and no filing of the subsidiary's own accounts. What does not disappear is the corporate duty to prepare and adopt accounts for the shareholders (art. 2:210 DCC for a BV), the bookkeeping duty of art. 2:10 DCC and every tax filing. A micro or small subsidiary can use the exemption too (RJk M1.103), although its own public filing is already short.
The liability: scope, duration and withdrawal
The declaration is a general statement to all creditors. The statute speaks of debts that arise from the subsidiary's legal acts (rechtshandelingen), such as contracts and loans. Whether a particular debt falls within that phrase, for example a tax assessment or a damages claim, is a legal question to settle with counsel before you sign. The declaration has no end date: it covers new debts until it is withdrawn. If a sister company sits alongside the liable parent within the consolidated group part, that sister must issue a declaration too (art. 2:403(2) DCC).
Withdrawal works by filing a withdrawal statement with the Business Register (art. 2:404(1) DCC). Liability continues for debts from legal acts performed before creditors could rely on the withdrawal. That residual liability ends only when the subsidiary has left the group, a notice has been open for inspection at the register for two months, two months have passed since a national newspaper announcement, and no creditor has successfully opposed it; a creditor can demand security (art. 2:404(2)–(6) DCC). A sale of the subsidiary therefore needs a 2:404 plan.
Who can be the consolidating parent
Condition (c) is where foreign groups most often fail. The consolidated accounts must be accounts to which EU accounting law applies under the law that governs them. A parent established in an EU member state that consolidates under its national implementation of Directive 2013/34/EU or under EU-endorsed IFRS qualifies. A parent in the United States, Switzerland, Japan or, since Brexit, the United Kingdom does not, however good its consolidated accounts are.
Two points are often confused. A Dutch or other EU intermediate holding that itself prepares consolidated accounts can act as the 403 parent for the companies below it, even if the ultimate parent sits outside the EU. And the sub-consolidation exemption of art. 2:408 DCC accepts ‘equivalent’ non-EU consolidated accounts, but an intermediate holding that uses it prepares no consolidated accounts and so cannot be the 403 parent (RJ 217.210, edition 2027). The foreign-group guide compares both routes.
Timeline for a calendar-year subsidiary, financial year 2025
- Between 1 January 2025 and the adoption date: the shareholders sign the consent for financial year 2025; a consent dated in December 2024 does not count for 2025.
- Before relying on the exemption: the liability declaration is on file. KVK takes it only by post, as an original with original signatures, to Backoffice Verklaringen in Rotterdam; the consent can go by post or e-mail. Both may be in Dutch, English, French or German.
- By 31 May 2026, or later with a valid extension: the board prepares the short accounts of condition (a); the general meeting adopts them after the consent for 2025 has been given.
- By 30 June 2026: the parent's consolidated accounts for 2025, with auditor's report and management report, are filed with the Dutch Business Register, unless a permitted later publication of the consolidated accounts gives one month from that date.
- If any step fails: the exemption does not apply for 2025, and the subsidiary files full Title 9 accounts under art. 2:394 DCC, at the latest by 31 December 2026.
Worked case: a US parent weighing 403 against full filing
A fictitious US corporation owns all shares in NL Sales BV. On 31 December 2024 and 31 December 2025 the BV reports assets of €9.2 million, net turnover of €21 million and 85 employees. It exceeds all three small limits (€7.5 million, €15 million, fewer than 50 employees) at both dates and stays well below the medium-sized ceilings, so for 2025 it is a medium-sized entity: audit, management report and a fuller public filing, including a profit and loss account that may start from gross operating result. The US CFO asks whether a 403 declaration from the US parent would avoid all of that.
| Route | What happens | Assessment |
|---|---|---|
| A. File in full | NL Sales BV is audited, prepares a management report and files its accounts within eight days of adoption | Always available; competitors can read the BV's figures |
| B. 403 via the US parent | US consolidated accounts under US GAAP are not governed by EU accounting law | Fails condition (c); the declaration would create liability without any exemption |
| C. Dutch intermediate holding consolidates | NL Holding BV prepares Title 9 consolidated accounts including NL Sales BV and issues the 403 declaration | Works legally, but the holding's group is medium-sized too, so its consolidated accounts are audited and filed and show the same figures |
Route C rarely pays off for a single Dutch company: the audit moves to the holding, the holding becomes liable for the debts arising from the operating company's legal acts, and the consolidated accounts reveal nearly the same numbers. It becomes attractive with several Dutch companies, when one consolidated audit and filing replace several; restructuring also has tax effects outside this page. For NL Sales BV the sensible answer for 2025 is route A, with the dates in the deadline guide.
Mistakes that void the exemption
- A consent signed before the financial year began, or after adoption.
- Consolidated accounts filed more than six months after their balance sheet date without a permitted later publication.
- Group accounts that leave the subsidiary out of the consolidation.
- A forgotten declaration by a sister company that is coordinate with the liable parent.
- Using the exemption for a listed company, bank or insurer that qualifies as a public-interest entity.
How Jaarrekening.io handles a 403 subsidiary
The application has a checklist for art. 2:403 covering conditions (a) to (g), the sister-company rule, the public-interest test and withdrawal, with dates and supporting documents where relevant; it checks the consent date and the six-month filing period of the consolidated documents. Once the exemption is recorded, it prepares the short accounts for adoption without notes, management report or audit file, and its filing page tracks the declarations and consolidated documents. The declarations go to KVK by post or e-mail; the application makes no XBRL file for them and sends nothing to KVK. Screens are in Dutch.
Sources
Frequently asked questions
Does a subsidiary with a 403 declaration still need annual accounts?
Yes. Art. 2:403 DCC removes the duty to follow Title 9 in full, to have an audit and to file the subsidiary's own accounts, but the board still prepares short accounts showing at least the main balance sheet totals and the result after tax, and the general meeting still adopts them. Bookkeeping and tax returns continue as normal.
Can a UK or US parent company give a 403 declaration?
It can sign one, but the exemption will not work through that parent. Condition (c) of art. 2:403(1) DCC requires consolidated accounts governed by EU accounting law, which UK and US group accounts are not. A Dutch or other EU intermediate holding that prepares its own consolidated accounts can act as the 403 parent instead.
How often must the 403 documents be filed with KVK?
The liability declaration is filed once and stays in force until it is withdrawn. The shareholders' consent must be given and filed again for every financial year, after that year starts and before adoption. The consolidated accounts, auditor's report and management report of the parent are filed every year within six months after their balance sheet date.
Can a parent withdraw a 403 declaration?
Yes, by filing a withdrawal statement with the Business Register (art. 2:404 DCC). The parent stays liable for debts from legal acts performed before creditors could rely on the withdrawal. That residual liability ends only after the subsidiary has left the group, a two-month inspection period and newspaper announcement have passed, and no creditor's opposition has succeeded.
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