Publication obligation (publicatieplicht)
The statutory obligation of Dutch legal entities to make (part of) the annual accounts public at the KVK. Its scope depends on the size class.
What does publication obligation mean?
The statutory obligation of Dutch legal entities to make (part of) the annual accounts public at the KVK. Its scope depends on the size class.
This obligation decides which financial documents become public. It applies to designated legal entities and has exemptions and abridgements by size class. The internal annual accounts may be fuller than the filed version.
How does it work?
The obligation is laid down in art. 2:394(1) DCC: the legal entity makes the annual accounts public within eight days after adoption, by filing with the Business Register. If they were not adopted in time, the board files the prepared version stating that adoption is still missing (paragraph 2). The final limit is twelve months after the end of the financial year (paragraph 3).
It applies to the BV, NV, cooperative and mutual insurance association (art. 2:360(1) DCC), to the vof and cv of which all fully liable partners are foreign capital companies (paragraph 2) and to foundations and associations with a business whose net turnover is at least € 7,5 million for two years in a row (paragraph 3).
Example
A BV with the calendar year as financial year closes 2025. The board prepares the annual accounts before 1 June 2026. The general meeting adopts them on 20 June 2026; filing is then possible up to and including 28 June 2026. If the meeting extends the preparation period by the maximum of five months, 31 December 2026 remains the limit. With two years in a row of € 300.000 balance sheet total, € 600.000 turnover and four employees, the BV is micro and makes only the abridged balance sheet public.
In the annual accounts
Publication documents at the KVK; micro, small, medium-sized and large entities have different requirements.
Difference from the audit requirement
The publication obligation is about making public, the audit requirement about examination of the annual accounts by an accountant (art. 2:393(1) DCC). For a BV the filing obligation applies in principle; among others art. 2:403 DCC and art. 2:396(9) DCC have exceptions. The audit requirement lapses for micro and small entities (art. 2:396(7) DCC): a small BV therefore does file, but without an auditor's report.
Common mistakes
- Equating no publication obligation with no record-keeping obligation
- Mixing up internal and public figures
What to watch for
- Micro publishes only the abridged balance sheet (art. 2:395a(8) DCC), small the abridged balance sheet with notes (art. 2:396(8) DCC); the profit and loss account stays in-house for both.
- Medium-sized entities may make the balance sheet and profit and loss account public in abridged form (art. 2:397(5) DCC); large entities publish everything.
- Filing late is punishable as an economic offence and, in a bankruptcy, gives rise to the presumption that improper management is an important cause (art. 2:248(2) DCC). Calculate the dates with the filing deadline calculator.
Legal basis and source
art. 2:394–397 DCC
Frequently asked questions
Does the publication obligation also apply to a BV without turnover?
Yes. The obligation attaches to the legal form, not to the activity. According to the KVK it continues until the legal entity is dissolved.
Can a subsidiary BV be exempted from publication?
Yes, if the parent assumes liability with a 403 declaration (403-verklaring), the shareholders agree and the figures are in the parent's consolidated annual accounts (art. 2:403 DCC).
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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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