403 declaration
A 403 declaration is the written declaration by which the legal entity that consolidates the figures of a group company accepts joint and several liability for the debts arising from legal acts of that group company (art. 2:403(1)(f) DCC).
What does 403 declaration mean?
A 403 declaration is the written declaration by which the legal entity that consolidates the figures of a group company accepts joint and several liability for the debts arising from legal acts of that group company (art. 2:403(1)(f) DCC).
The declaration is one condition of the group exemption and has legal consequences for debts arising from legal acts. Withdrawal and termination of liability have their own rules.
How does it work?
The declaration is the condition of art. 2:403(1)(f) DCC: the legal entity or company that consolidates the subsidiary's figures accepts in writing joint and several liability for the debts arising from legal acts of that subsidiary. It is filed with the Business Register (para. 1(g)) and remains valid until it is withdrawn. The shareholders' consent declaration, by contrast, must be filed again every financial year.
Together with that consent, the consolidation by the parent and the timely filing of the consolidated documents, the subsidiary may suffice with greatly simplified annual accounts. Under art. 2:403(3) DCC, articles 391 to 394 then do not apply to it: no management report, no audit and no separate filing. The KVK (Dutch Chamber of Commerce) accepts the declaration by post only, with original signatures.
Example
Holding BV files a 403 declaration for Werkmaatschappij BV on 1 March 2026. On 15 April 2026 the operating company orders machines for € 80.000; if it does not pay, the supplier can recover the full € 80.000 from the holding. A tax assessment of € 30.000 does not arise from a legal act of the subsidiary and falls outside the statutory definition. The holding books nothing: it mentions the liability in its notes (art. 2:376 DCC).
In the annual accounts
Business Register document for the group exemption; possible consequences for the notes.
Difference from a consent declaration
The 403 declaration comes from the consolidating parent and makes it liable. The consent declaration comes from the shareholders or members of the subsidiary and says only that they agree to the deviating annual accounts (art. 2:403(1)(b) DCC). The first remains in force until withdrawal, the second applies to one financial year.
Common mistakes
- Equating a declaration with a guarantee without the statutory conditions
- Seeing withdrawal as immediate termination of old liability
What to watch for
- If you sell the subsidiary, withdrawing is not enough. For old debts, liability continues until the procedure of art. 2:404(3) DCC has been completed: two months of public inspection at the Business Register, an announcement in a national daily newspaper and no well-founded objection from a creditor.
- The parent's consolidated annual accounts must be available at the Business Register within six months after the balance sheet date, or within one month after a permitted later publication (art. 2:403(1)(g) DCC).
- The arrangement is open to every size class, but not to listed entities, banks and insurers (art. 2:403(4) DCC).
Legal basis and source
art. 2:403 and 2:404 DCC
Frequently asked questions
Does a 403 declaration have to be filed again every year?
No. The liability declaration remains valid until the parent withdraws it. However, each financial year the subsidiary files a new consent declaration from its shareholders or members.
Does the subsidiary still prepare its own annual accounts?
Yes, in abridged form. Article 2:403(1)(a) DCC requires a balance sheet with the sum of the fixed assets, the sum of the current assets, equity, provisions and debts, and a profit and loss account with the result from ordinary activities and the balance of other income and expenses.
Who can hold the parent liable on the basis of a 403 declaration?
Any creditor with a claim arising from a legal act of the subsidiary, such as a supplier, landlord or bank. The parent is jointly and severally liable, so the creditor may choose whom to claim against.
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Preparing Dutch annual accounts?
Your first set of annual accounts is free, for every size class. Create an account and prepare the annual accounts of your Dutch company under Title 9 of Book 2 of the Dutch Civil Code.
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