Annual accounts for a Dutch holding company

The short answer

A Dutch holding BV prepares and files its own annual accounts like any BV. If it heads a group, its size is tested on group figures and it consolidates unless an exemption applies (arts 2:406–2:408 DCC). It normally values controlled participations at net asset value, and retained subsidiary profits it cannot freely distribute form a legal reserve that limits dividends (art. 2:389(6)).

Updated 27 October 2026

Key facts

Group head or just a shareholder?

A group is an economic unit in which legal entities and partnerships are organisationally connected (art. 2:24b DCC). The standards treat central management as essential. For a holding owned by one private individual, a majority stake alone therefore does not settle the question; how the companies are actually run does (RJk M1.109).

The answer has two consequences. A holding that heads a group tests its size class on the combined figures of the companies it would have to consolidate (arts 2:395a(2), 2:396(2) and 2:397(2) DCC); one that does not head a group uses its own figures. And a group head prepares consolidated accounts (art. 2:406(1) DCC) unless an exemption applies.

Consolidation and its exemptions

If the holding consolidates, the consolidated accounts are filed together with its company-only accounts, and its own profit and loss account may be reduced to the result from participations after tax as a separate item (art. 2:402 DCC). A small holding that relies on art. 2:407(2) files only its company-only accounts. The foreign-group guide covers holdings below a foreign parent.

Measuring the participations

Where the holding exercises significant influence over the business and financial policy of a company, presumed at one fifth or more of the votes, the participation is accounted for under the equity method at net asset value: the holding measures the subsidiary's assets, liabilities and result on its own accounting policies (art. 2:389(1)–(3) DCC; RJ 214, RJk B3). Participations without significant influence are carried at cost or current value; the 2027 edition of the RJk clarifies this (RJk B3.109 and B3.126).

Disclosure depends on the size class. A medium-sized or large holding lists each company in which it holds at least one fifth of the capital, with name and seat (art. 2:379(1) DCC). A small holding is exempt from that list (art. 2:396(5) DCC), but it must state the name and seat of the company that prepares the consolidated accounts of the group part it belongs to, where one exists.

The legal reserve and the dividend limits

Under the equity method the holding books its share of subsidiary profits before any cash arrives. To stop it paying out profits it cannot actually obtain, it holds a legal reserve for participations: its share of positive results and direct equity increases since first measurement at net asset value, minus distributions it has become entitled to and minus distributions it can bring about without restriction (art. 2:389(6) DCC). Restrictions include being unable to enforce a dividend decision, a loan covenant or foreign rule that blocks distribution, and the subsidiary's own solvency test (RJ 240.228; RJk B8.113a).

A BV may then distribute only the part of its equity that exceeds the legal and statutory reserves, and only if its board approves the distribution; the board must refuse if it knows or should foresee that the BV could not keep paying its due debts afterwards (art. 2:216(1)–(2) DCC). If the BV cannot keep paying its due debts after a distribution, directors who knew or should reasonably have foreseen this are liable for the shortfall (lid 3).

Worked example: one holding, two possible classes

A foreign-resident owner holds all shares in a fictitious Holding BV, which founded Opco BV in 2019 for €100,000. During 2025 Opco earns €350,000 and declares a €150,000 dividend to the holding, which uses it mainly to repay a loan from its owner, so Opco's equity grows from €1,200,000 to €1,400,000. A bank covenant requires Opco to keep equity of at least €1,000,000. The holding's own costs are €20,000; tax is ignored here because the participation exemption generally removes it, a point to confirm with a tax adviser.

On paper the holding can distribute its other reserves of €529,000; the €900,000 legal reserve is blocked, and returning the €1,000 share capital would need a formal capital reduction. In cash it has €60,000, so the board's solvency test under art. 2:216(2) limits any payout well below the balance-sheet figure unless Opco pays up first.

The size class depends on the group question. If Holding BV gives central management to Opco, it heads a group: with Opco's assets of €3.1 million, turnover of €6.5 million and 32 employees the group is small, and the holding can skip consolidation under art. 2:407(2), filing small-entity accounts. If it is a personal holding that does not head a group, it tests its own figures: assets of €1,460,000 exceed €450,000, but zero turnover and no employees meet two micro criteria, so it is micro and files only a balance sheet, unless it is a pure investment holding that takes no part in managing Opco, which art. 2:398(6) excludes from the micro regime.

Holding points that are not about accounting

A fiscal unity (fiscale eenheid) for corporate income tax combines companies for tax only; each BV still prepares, adopts and files its own annual accounts. Loans between the owner and the holding usually run through a current account, which the Dutch explainer on the director-shareholder current account covers. And a holding whose only purpose is investing in companies without being involved in their management cannot use the micro regime (art. 2:398(6) DCC).

Holdings in Jaarrekening.io

Jaarrekening.io asks whether a holding has subsidiaries and, if so, whether it forms a group with them, and tests the size class on that basis; a personal holding that only owns its subsidiary can answer no and is tested on its own figures. The small-group and intermediate-holding exemptions are recorded with their conditions. The first set of annual accounts in an account is free for every class; further sets cost micro €250, small €500, medium-sized €2,000 and large €5,000, once per financial year and excluding VAT, so a holding and its operating company in one account mean one free and one paid set in the first year, and two paid sets in each later year. Expect Dutch screens throughout.

Sources

• Dutch Civil Code, art. 2:389 (in Dutch)
• Dutch Civil Code, art. 2:406 (in Dutch)
• Dutch Civil Code, art. 2:407 (in Dutch)
• Dutch Civil Code, art. 2:216 (in Dutch)
• Dutch Civil Code, art. 2:24b (in Dutch)

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