Filing obligation
The filing obligation (deponeringsplicht) requires designated legal entities to make their prescribed annual accounts documents public with the KVK (Dutch Chamber of Commerce) on time.
What does filing obligation mean?
The filing obligation (deponeringsplicht) requires designated legal entities to make their prescribed annual accounts documents public with the KVK (Dutch Chamber of Commerce) on time.
The obligation differs from preparing or adopting the annual accounts. After adoption, eight days apply in principle; a final statutory deadline remains.
How does it work?
The obligation rests on the legal entities to which Title 9 applies: the BV, the NV, the cooperative and the mutual guarantee society (onderlinge waarborgmaatschappij) (art. 2:360(1) DCC), the vof or cv all of whose managing partners are foreign capital companies (paragraph 2), and the foundation or association with an enterprise of sufficient size (paragraph 3). A sole proprietorship, partnership (maatschap) or ordinary vof does not file. The obligation also applies to a BV without turnover and continues until the legal entity is dissolved.
Not filing on time is an economic offence (art. 1(4°) Wet op de economische delicten, the Dutch Economic Offences Act, for art. 2:394(3) DCC). The consequence in bankruptcy weighs more heavily. If the board has not complied with article 394, it is established that it has performed its duties improperly, and it is presumed that this is an important cause of the bankruptcy (art. 2:248(2) DCC). Directors are then jointly and severally liable for the shortfall, unless they rebut that presumption.
Example
A BV should have filed its 2023 annual accounts by 31 December 2024 at the latest and only does so on 10 March 2025. In October 2026 it goes bankrupt with a shortfall of € 180.000. The default falls within the three years before the bankruptcy for which the trustee can bring a claim (art. 2:248(6) DCC). The trustee does not have to prove the improper performance of duties. The two directors must make it plausible that the bankruptcy had another cause, for example the loss of the largest customer. If they do not succeed, they are jointly and severally liable for € 180.000.
In the annual accounts
Publication process for the BV and NV, among others; scope by size class.
Difference from the publication obligation
The words are used interchangeably: the law speaks of making public, and that happens by filing. Anyone who distinguishes means by publication obligation the question of what must be made public, such as only the balance sheet or also the profit and loss account, and by filing obligation the question of who must deliver and when.
Common mistakes
- Taking no decision and therefore waiting indefinitely
- Automatically placing a sole proprietorship under the BV obligation
What should you watch for?
- Exempt are the group company that applies the 403 exemption (group exemption) (art. 2:403(3) DCC) and the small legal entity without profit motive, such as a pension BV, which files an accountant's report and provides the documents on request to creditors and shareholders (art. 2:396(9) DCC).
- The obligation rests on the legal entity, even if a bookkeeper or accountant handles the delivery; ask for the confirmation of receipt.
- If you are late, file as soon as possible anyway; see Filing annual accounts late. The size class determines only how much you deliver, not whether you must deliver.
Legal basis and source
art. 2:394 DCC
Frequently asked questions
Does a BV without turnover have to file annual accounts?
Yes. The obligation attaches to the legal form, not to the activities. Even a dormant BV files every year, until it is dissolved and deregistered.
Does the filing obligation apply to a foundation?
Only to a foundation (stichting) or association with an enterprise whose net turnover for two consecutive financial years is at least half of the turnover limit for small legal entities, now € 7,5 million (art. 2:360(3) DCC).
Read more
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.
Get started