Adoption of annual accounts (vaststelling)
Adoption (vaststelling) is the formal decision by which the competent body approves the prepared annual accounts.
What does vaststelling (adoption) mean?
Adoption (vaststelling) is the formal decision by which the competent body approves the prepared annual accounts.
In a BV, legal rules and the articles govern authority and signing. The filing period after adoption then starts to run. Preparation by the board is an earlier step.
How does it work?
In a BV the board prepares the annual accounts within five months after the end of the financial year; the general meeting can extend that period by at most five months because of special circumstances (art. 2:210(1) DCC). The general meeting then adopts them (paragraph 3). Adoption does not amount to discharge of directors or supervisory directors: discharge is a separate resolution.
If all shareholders are also directors, signing by all directors and supervisory directors also counts as adoption, provided the other persons entitled to attend meetings were able to take notice and agreed, and the articles do not exclude this (art. 2:210(5) DCC). In that case discharge is granted immediately. Where an audit is mandatory, adoption cannot take place before the meeting has been able to take notice of the auditor’s report (art. 2:393(7) DCC).
Example
A BV with two shareholders, one of whom is a director, closes its financial year on 31 December 2025. The board prepares the annual accounts on 1 April 2026 and signs them. Because not all shareholders are directors, the short route does not work. On 1 June 2026 the shareholders adopt the annual accounts. Eight days run from that day: filing by 9 June 2026 at the latest (art. 2:394(1) DCC). If nothing had been adopted on 31 July 2026, two months after the preparation period, the board should have filed the prepared version without delay (paragraph 2).
In the annual accounts
Decision on the annual accounts; not a balance sheet item.
Difference from preparation
Preparation (opmaken) is the work of the board: drawing up and signing the figures and the notes (art. 2:210(2) DCC). Adoption is the shareholders’ decision that this is the annual accounts. If between preparation and the general meeting new information emerges about the financial position at the balance sheet date, it is processed on adoption insofar as indispensable for the required true and fair view (art. 2:362(6) DCC).
Common mistakes
- Lumping preparation and adoption together
- Postponing filing after adoption
What to watch for
- Resolutions outside a meeting are possible, provided all persons entitled to attend meetings agree to that way of decision-making (art. 2:238(1) DCC).
- Check in the articles whether the short route of art. 2:210(5) is excluded.
- The rules are the same from micro to large. Steps: adopting the annual accounts.
Legal basis and sources
art. 2:210 and 2:394 DCC
Frequently asked questions
Can one person prepare and adopt the annual accounts?
Yes. If the DGA is the sole shareholder and sole director, his signature as director also counts as adoption, unless the articles exclude it (art. 2:210(5) DCC).
What if the shareholders do not adopt the annual accounts?
The board must then file the prepared version, with a statement that adoption is still missing (art. 2:394(2) 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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