The first annual accounts of a new BV

What is special about the first annual accounts of a BV?

The first annual accounts of a new BV (private limited company) cover the first financial year under the articles of association, which may be shorter or longer than twelve months. You start with the opening balance sheet on the date of incorporation: the payment or contribution on the shares and ratified acts from before the incorporation. The size class follows from the first balance sheet date (art. 2:398(1) DCC). There are no comparative figures.

• Financial year: follows from the articles of association. The first financial year may be longer or shorter, and the financial year for corporate income tax equals the statutory one.
• Deadlines: as every year, counted from the end of the first financial year: prepare within five months and file within eight days after adoption, in any case no later than twelve months after the end (art. 2:394 DCC).
• If all shareholders are also directors, signing counts as adoption (art. 2:210(5) DCC). The latest filing date is then the preparation deadline plus eight days: for a first financial year up to and including 31 December 2025 that is 8 June 2026, or 8 November 2026 after maximum extension.

What do you need?

• The deed of incorporation and the articles of association: first financial year, issued capital, any contribution in kind.
• Proof of the payment on the shares, or the description of the contribution in kind.
• Agreements concluded on behalf of the BV before the incorporation, and proof that the BV ratified them.
• The invoices of the notary and registration.
• The bookkeeping from the date of incorporation.
• For a contribution of a sole proprietorship: the contribution balance sheet.

The first annual accounts in eight steps

1. Determine the first financial year
2. Prepare the opening balance sheet
3. Process the acts from before the incorporation
4. Decide on the incorporation costs
5. Record the arrangements with the director-major shareholder (DGA)
6. Determine the size class on the first balance sheet date
7. Prepare the first annual accounts without comparative figures
8. Have them adopted and file

Step 1. Determine the first financial year

Read in the articles of association when the first financial year ends. Often that is 31 December of the year of incorporation; with an incorporation late in the year, founders sometimes opt for an extended first financial year up to and including 31 December of the following year.

Why: The end of the first financial year is the first balance sheet date. All deadlines and the size class depend on it.

art. 2:210(1) DCCart. 2:394(3) DCC

Note: An extended first financial year pushes the first annual accounts back by a year, but also the first public figures that banks and suppliers look at. And the first corporate income tax return then covers the whole, longer period.

Step 2. Prepare the opening balance sheet

On the date of incorporation, put the issued capital and any share premium on the liabilities side, and opposite it the payment into the bank or a receivable from the shareholder as long as the payment has not yet been received. For a contribution other than in cash, the founders prepare a description of what is contributed, with the value assigned and the valuation method used, as at a date no more than six months before the incorporation.

Why: The opening balance sheet is the starting point of all following years. An error here returns year after year.

art. 2:204 DCCart. 2:204a(1) and (2) DCC

Note: A payment that only arrives weeks after the incorporation is, on the date of incorporation, a receivable from the shareholder, not a bank balance. See also the opening balance sheet template.

Step 3. Process the acts from before the incorporation

Agreements concluded before the incorporation on behalf of the BV in formation bind the BV only if it ratifies them expressly or tacitly after the incorporation. Until then, those who acted are jointly and severally liable. Book the ratified acts in the BV; what has not been ratified stays outside the BV.

Why: Only obligations that the BV has taken over belong in its annual accounts.

art. 2:203 DCC

Note: Preferably record the ratification in writing. Tacit ratification is possible, but hard to prove afterwards.

Step 4. Decide on the incorporation costs

You may take the costs of incorporation and issue of shares, such as the notary invoice, directly as costs. If you capitalise them under intangible fixed assets, you amortise them over at most five years and maintain a legal reserve of the same amount (art. 2:386(3) and 2:365(2) DCC; RJk B1.108). Medium-sized and large entities also explain them in the notes; micro and small entities are exempt from that note.

Why: The legal reserve prevents capitalised costs from being distributed as equity.

art. 2:365(1)(a) and (2) DCC

Note: For the amounts of an ordinary incorporation, taking them directly as costs is usually simpler: no amortisation schedule and no reserve restricting distributions.

Step 5. Record the arrangements with the director-major shareholder (DGA)

Legal acts between the BV and its sole shareholder, where that shareholder also represents the BV, you record in writing, unless they belong to the ordinary conduct of business. Think of an employment contract, a current account agreement or a loan. For tax purposes, the customary salary in 2025 is in principle the highest of € 56.000, the salary from the most comparable employment and the highest salary of an employee at the BV or an affiliated company; a lower salary is possible if you make that plausible. In addition, add up the debts of the DGA and their tax partner to their own BVs, except qualifying owner-occupied home debts: only the part above their threshold (at least € 500.000, possibly higher because of earlier taxed excessive borrowing) is taxed in box 2 on 31 December.

Why: A legal act that was not recorded can be annulled for the benefit of the BV. Written arrangements also make the balance sheet items verifiable.

art. 2:247 DCC

Note: A current account that is used as a private account from the start grows unnoticed into a loan to the DGA. Agree on interest and repayment.

Step 6. Determine the size class on the first balance sheet date

For a new BV the class that it meets on the balance sheet date of the first financial year applies, and that applies to the first and the second financial year. The ordinary rule of two consecutive balance sheet dates then starts to run.

Why: Without this rule, a new BV could not determine a class in its first year.

art. 2:398(1) DCC

Note: A BV that grows quickly may end up in a higher class after the second financial year. Then look at two consecutive balance sheet dates from the first year.

Support: Jaarrekening.io has a separate option for the first financial year: the class is then determined on the first balance sheet date and the prior-year columns stay empty.

Step 7. Prepare the first annual accounts without comparative figures

For each item, put only the amount of the first financial year and state the period, for example 1 September 2025 up to and including 31 December 2025. Explain that it concerns the first financial year and how long it is. The accounting policies you choose now, you keep in following years. Complete the rest according to the guide to BV annual accounts.

Why: The law asks for comparative figures as far as possible; in the first year there is nothing to compare with.

art. 2:363(5) DCC

Note: In the KVK's Zelf Deponeren portal you tick 'startende ondernemer' for the first financial year. Otherwise the portal asks for figures of a previous period that does not exist.

Step 8. Have them adopted and file

Adoption and filing go as every year: signing by all directors, adoption by the general meeting or by signing if all shareholders are directors, and filing within eight days. See the filing guide.

Why: A BV without turnover or with a short first financial year must also file. For a DGA who is sole shareholder and director, the eight-day period starts at signing.

art. 2:210(3) and (5) DCCart. 2:394(1) DCC

Note: The first corporate income tax return concerns the same financial year. If necessary, apply for a deferral in good time.

Example: incorporation on 1 September 2025

A BV is incorporated on 1 September 2025 with 100 shares of € 1 and € 19.900 share premium, together € 20.000, which is in the bank on the day of incorporation. The articles offer two variants for the first financial year.

In both variants, comparative figures are absent from the first annual accounts. In the following year you compare periods of unequal length. It is advisable to mention that in the notes, so that a reader does not compare the figures wrongly (RJk A1.305).

Timeline from the incorporation

When do you bring in an accountant or adviser?

For a contribution of a sole proprietorship into a BV, certainly if it must happen tax-neutrally or with retroactive effect, tax guidance is strongly advisable. Also with a holding structure from the start or an issue of shares at a value other than nominal, an adviser helps to set up the opening balance sheet properly.

Sources

• Art. 2:203 DCC (wetten.overheid.nl): acts on behalf of the BV in formation and ratification
• Art. 2:204a DCC (wetten.overheid.nl): description of a contribution other than in cash
• Art. 2:247 DCC (wetten.overheid.nl): written record of legal acts with the sole shareholder
• Art. 2:365 DCC (wetten.overheid.nl): incorporation costs and legal reserve
• Art. 2:398 DCC (wetten.overheid.nl): size class in the first and second financial year
• Belastingdienst: Taxable amount and financial year: financial year equals statutory financial year, first financial year may be longer or shorter
• KVK: Zelf Deponeren Jaarrekening guide (micro and small): templates, tick box startende ondernemer, validating, PI reference, authorisation letter and six-week period
• Belastingdienst: Salary and substantial interest: customary salary: the highest of the standard amount (€ 56.000 in 2025, € 58.000 in 2026), the most comparable salary and the salary of the highest-paid employee; lower if you make that plausible

All sources consulted on 5 October 2026. Statutory texts according to Book 2 of the Dutch Civil Code as in force from 1 July 2026.

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