Dutch subsidiary of a foreign group: which reporting route?
Map the group first, then choose a route per Dutch company. The parent's location decides more than its size.
The short answer
Every Dutch company in a foreign group has its own Title 9 duty. Three exemptions can lighten it: the 403 exemption if an EU-law parent consolidates the company and accepts liability; the art. 2:408 exemption, which only frees a Dutch intermediate holding from preparing consolidated accounts; and the small-group exemption of art. 2:407(2). Otherwise each Dutch company files its own accounts.
Updated 30 October 2026
Key facts
| Routes | Full Title 9 accounts; art. 2:403; art. 2:408 (intermediate holdings only); art. 2:407(2); IFRS under art. 2:362(8) |
| Parent outside the EU | Can support art. 2:408 with equivalent consolidated accounts, not art. 2:403 |
| Languages for group accounts | Dutch, English, French or German |
| Financial years | 2025–2027; RJ 217 restructured for 2027 without intended change of substance |
Start with the group map
List every Dutch legal entity, its shareholder, its own subsidiaries and its financial year. Two questions follow for each. Does it have subsidiaries of its own? Then it heads a group part and must in principle prepare consolidated accounts for it (art. 2:406(2) DCC). And on which figures is its size class tested? Normally on the combined figures of what it would consolidate, but on its own figures if it applies art. 2:408 (last sentence of arts 2:395a(2), 2:396(2) and 2:397(2) DCC). A foreign parent's figures are never added.
The routes compared
| Route | What the Dutch company still does | Key conditions | Typical fit |
|---|---|---|---|
| Full Title 9 accounts | Prepares, adopts and files its own accounts; audited if medium-sized or large | None | Any group; the default |
| 403 exemption | Short accounts for adoption only; no audit, no filing of its own accounts | EU-law consolidated accounts filed in NL, liability declaration, yearly consent | Groups with an EU parent or an EU intermediate that consolidates |
| 408 exemption | Files its company-only accounts; no consolidated accounts | Included in larger consolidated accounts prepared under the EU directive or equivalently, filed in NL | Dutch intermediate holdings below any parent |
| Small group, art. 2:407(2) | Files company-only accounts; no consolidated accounts | Consolidated figures within small limits; no public-interest entity; no objection | Small Dutch sub-groups |
| IFRS, art. 2:362(8) | Prepares accounts under EU-endorsed IFRS; Title 9 rules on reporting, audit and filing still apply | Consistent use of all applicable IFRS | Groups reporting under IFRS |
The 403 route is explained step by step in the 403 guide. The IFRS route and its combinations are in Dutch GAAP vs IFRS.
The art. 2:408 exemption in detail
Consolidatie van een groepsdeel mag achterwege blijven, mits: […]
c. de geconsolideerde jaarrekening en het bestuursverslag zijn opgesteld overeenkomstig de voorschriften van richtlijn 2013/34/EU […] dan wel, indien deze voorschriften niet behoeven te zijn gevolgd, op gelijkwaardige wijze;
Unofficial translation: consolidation of a group part may be omitted, provided that (c) the consolidated accounts and management report have been drawn up under Directive 2013/34/EU or, where those rules need not be followed, in an equivalent manner. The article sets four further conditions: no written objection within six months after the start of the financial year by at least one tenth of the members or holders of one tenth of the issued capital (a); the figures are included in the consolidated accounts of a larger whole (b); those accounts, the auditor's report and the management report are in Dutch, or in or translated into French, German or English, all in the same language (d); and they are filed with the Dutch Business Register within six months after the balance sheet date or within one month after a permitted later publication (e).
The equivalence test leaves room for IFRS and for sound non-EU national standards, but the intermediate holding itself has to judge, from the accounts in front of it, whether that standard is met (RJ 217.208, edition 2027). The holding states in its notes that it applies the exemption (art. 2:408(3) DCC), and a listed holding cannot use it (lid 4). An intermediate holding that uses art. 2:408 prepares no consolidated accounts and therefore cannot be the 403 parent for the companies below it (RJ 217.210, edition 2027).
What the Dutch accounts say about the group
- Medium-sized and large: name and seat of the company heading the group, and of every company that consolidates the entity in published consolidated accounts, with where copies are available at no more than cost (art. 2:379(3) DCC).
- Small: name and seat of the company that prepares the consolidated accounts of the group part to which the entity belongs (art. 2:396(5) DCC).
- Commitments to group companies: off-balance-sheet commitments are shown separately for group companies, also by small entities (art. 2:381(1) DCC).
- Related-party transactions not at arm's length: disclosed by large entities (art. 2:381(3) DCC); a medium-sized BV and a small entity are exempt (arts 2:397(6) and 2:396(5) DCC). RJ 330 adds guidance for medium-sized and large entities.
Worked case: a German group with three Dutch companies
A fictitious German AG prepares consolidated accounts under German law implementing the EU directive. It owns NL Holding BV, which owns NL Ops BV and NL Services BV. For 2024 and 2025 the figures are:
| Company | Assets | Net turnover | Employees | Class on its own figures |
|---|---|---|---|---|
| NL Ops BV | €14 million | €38 million | 140 | Medium-sized |
| NL Services BV | €2.2 million | €5.5 million | 30 | Small |
| NL Holding BV (company-only) | €9 million | €0 | 2 | Small (two of three small criteria met) |
| NL Holding group (consolidated) | about €20 million after eliminations | €43.5 million | 172 | Medium-sized |
- Without exemptions: NL Holding prepares consolidated accounts for a medium-sized group, plus its company-only accounts, with an audit; NL Ops is audited and files medium-sized accounts; NL Services files small accounts. Three filings, two audit engagements.
- Art. 2:408 at NL Holding: the German consolidated accounts, auditor's report and management report, which may be in German, are filed in the Netherlands within six months after 31 December. NL Holding then tests its size on its own figures, is small, needs no audit and files a short balance sheet with notes. NL Ops and NL Services file as before.
- Art. 2:403 for all three: the German AG files liability declarations for each Dutch company, NL Holding relies on art. 2:408 for its own consolidation duty, the shareholders consent every year, and the same German documents are filed. None of the Dutch companies files its own accounts or needs a Dutch statutory audit, but the AG is liable for the debts arising from the legal acts of all three.
Route 3 removes the most work but turns the AG into a guarantor of the Dutch companies' creditors for debts arising from their legal acts. Many groups choose route 2 with full filing by the operating companies, or route 3 only for companies with a small creditor base. That is a commercial decision; the law only sets the conditions.
Language, currency and timing
The group documents may be in Dutch, English, French or German. A Dutch subsidiary's own accounts may also be in English if its general meeting resolves so, and in a foreign currency if its activities or its group's international spread justify it; see English and foreign currency. The Dutch deadlines run from each Dutch company's own financial year end and adoption, whatever the parent's reporting calendar: see the deadline guide.
Group exemptions in Jaarrekening.io
Jaarrekening.io keeps a checklist per exemption, for art. 2:403, art. 2:407(2) and art. 2:408, with dates, supporting documents and the statutory periods, and uses the recorded choice in the size test and the publication version. Whether foreign consolidated accounts are equivalent under art. 2:408 is your assessment; the application records it but does not judge it. It prepares accounts in euros, and its screens are in Dutch.
Sources
Frequently asked questions
Does a Dutch subsidiary of a foreign company have to file annual accounts?
Yes. Each Dutch BV or NV has its own duty to prepare, adopt and file annual accounts under Title 9 of Book 2 of the Dutch Civil Code, regardless of the parent's group reporting. Only the 403 exemption removes the filing of its own accounts, and only if all its conditions are met.
What is the difference between the 403 and the 408 exemption?
Art. 2:403 DCC exempts a group company from full Title 9 accounts, audit and filing, in exchange for the parent's liability declaration; the parent's consolidated accounts must be governed by EU accounting law. Art. 2:408 only exempts an intermediate holding from preparing consolidated accounts, accepts equivalent non-EU consolidated accounts and involves no liability, but the holding still files its own company-only accounts.
Can a Dutch intermediate holding under a US parent use art. 2:408?
Yes, if the US consolidated accounts include its group part, are of equivalent quality to accounts under the EU directive, are in Dutch, English, French or German with the auditor's report and management report, and are filed in the Netherlands within six months after the balance sheet date. Members holding a tenth of the capital must not have objected, and the holding must not be listed.
Can the Dutch subsidiary prepare its accounts under the parent's GAAP?
Not under US GAAP. Art. 2:362(1) DCC allows the norms of another EU member state where the group's international spread justifies it, and art. 2:362(8) allows EU-endorsed IFRS. Otherwise the accounts follow Title 9 and the Dutch Accounting Standards.
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Preparing Dutch annual accounts?
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