Preparing the annual accounts of a holding company

How do you prepare the annual accounts of a holding company?

Preparing Dutch annual accounts for a holding company starts with the operating company: you need its figures to value the participating interest. You then determine the size class at group level, value the participating interest, usually at net asset value with a statutory reserve where needed, assess whether you have to consolidate, and file separate annual accounts for each BV (private limited company).

• Each BV in the structure is a separate legal entity with its own annual accounts and its own filing, even where there is a fiscal unity for corporate income tax.
• For the size class of the holding company, you include the group companies that you would have to consolidate (art. 2:395a(2) and 2:396(2) DCC).
• A group that stays within the limits for small on a consolidated basis may skip consolidation (art. 2:407(2) DCC).

What do you need?

• The (draft) 2025 annual accounts of each operating company.
• The trial balance of the holding company as at 31 December 2025.
• The shareholder register and the interest held in each participating interest.
• Current account statements between the holding company and its subsidiaries, from both sides.
• Management agreements, loans between the companies and dividend resolutions.
• Any 403 statements and consent statements already held by the KVK.

The holding company annual accounts in nine steps

1. First prepare the annual accounts of the operating company
2. Reconcile the intercompany positions
3. Determine the size class at group level
4. Value the participating interest
5. Form the statutory reserve for participating interests where needed
6. Assess the duty to consolidate
7. Use the 403 exemption only deliberately
8. Prepare the holding company's annual accounts and have them adopted
9. File separately for each BV

Step 1. First prepare the annual accounts of the operating company

Close the operating company first and prepare its annual accounts. If the holding company is the sole shareholder and also the director of the operating company, signing also counts as adoption there; see the adoption guide.

Why: The subsidiary's result and equity determine the value of the participating interest and the holding company's result.

art. 2:210(5) DCCart. 2:389(2) DCC

Note: A dividend paid by the operating company in 2025 must appear in both sets of accounts in the same year and for the same amount.

Step 2. Reconcile the intercompany positions

Compare the current account, loans, management fees and dividends between the holding company and its subsidiaries, from both sides. Debts to and receivables from group companies appear in the annual accounts as separate line items.

Why: Differences between the records make consolidation impossible and also stand out for tax purposes.

art. 2:375(1)(f) DCC

Note: A management fee that the holding company invoices in December but the operating company books only in January creates a difference that you must resolve before preparing the accounts.

Step 3. Determine the size class at group level

For the size class of the holding company, include the assets, net turnover and employees of the group companies that would be included in a consolidation. This does not apply if the holding company applies the exemption for intermediate holding companies in art. 2:408 DCC. The worked example below shows the effect.

Why: A holding company that forms a group with a larger operating company is therefore often small rather than micro, with more publication obligations; without a group, a personal holding company is tested on its own figures (RJk M1.109).

art. 2:395a(2) DCCart. 2:396(2) DCCart. 2:398(6) DCC

Note: The micro regime is not available to a participation company that does not involve itself in the management of its participating interests (art. 2:398(6) DCC). The usual DGA holding company (director-major shareholder) that is a director of its operating company generally does not fall under this; have it checked if in doubt.

Step 4. Value the participating interest

If the holding company exercises significant influence, which is presumed from one fifth of the votes, it values the participating interest at net asset value: the subsidiary's equity, calculated on the holding company's accounting policies. The subsidiary's result appears as result from participating interests in the profit and loss account. If the data are not available, it may start from another value and adjust it for its share in the result and in distributions.

Why: This way the holding company's annual accounts show what its interest is actually worth, based on the subsidiary's figures.

art. 2:389(1) to (3) DCC

Note: Do not blindly copy the equity from the subsidiary's annual accounts if it uses different accounting policies. If the subsidiary has negative equity, you value the participating interest at nil in principle; if the holding company stands surety for it, you recognise a provision.

Step 5. Form the statutory reserve for participating interests where needed

The holding company maintains a statutory reserve for its share in the positive results of participating interests since the first valuation, reduced by the distributions it has become entitled to and by the distributions it can bring about without restrictions.

Why: Profit that is tied up in a subsidiary cannot simply be passed on by the holding company to its shareholders. The reserve makes that visible and counts in the balance sheet test for dividends.

art. 2:389(6) DCCart. 2:216(1) DCC

Note: For a wholly owned subsidiary whose distributions the holding company can determine itself, the reserve is often nil or small. If restrictions apply, for example through the articles of association, bank agreements or reserves in the subsidiary itself, you do form it.

Step 6. Assess the duty to consolidate

A legal entity at the head of a group in principle prepares consolidated annual accounts. Consolidation may be omitted if the group stays within the limits for small on a consolidated basis, there is no public-interest entity in the group and the general meeting has not objected in writing within six months of the start of the financial year.

Why: Consolidated annual accounts show the group as a single whole. For small groups, the law holds that this does not outweigh the burden.

art. 2:406(1) DCCart. 2:407(2) DCC

Note: If the group grows beyond the limits for small, the exemption lapses and the audit requirement also comes into view. Keep track of the group figures every year; see also must a holding company consolidate.

Support: Jaarrekening.io prepares the single-entity (non-consolidated) annual accounts; for groups there is a separate consolidation module, and the XBRL export is always single-entity.

Step 7. Use the 403 exemption only deliberately

Under art. 2:403 DCC, a subsidiary does not have to draw up its own annual accounts in accordance with Title 9 or file them. The conditions are demanding: the subsidiary's shareholders consent in writing every year, the parent consolidates the subsidiary in consolidated annual accounts, the parent declares itself jointly and severally liable in writing for the debts arising from the subsidiary's legal acts, and the statements and the consolidated documents are filed with the KVK.

Why: The exemption trades publicity at subsidiary level for liability and consolidated annual accounts at parent level.

art. 2:403(1) and (3) DCC

Note: For a small DGA structure, the joint and several liability and the mandatory consolidated annual accounts usually outweigh the benefit. Discuss this with your adviser before filing a statement.

Step 8. Prepare the holding company's annual accounts and have them adopted

The participating interest appears under financial fixed assets, the result from participating interests in the profit and loss account. Explain the valuation method. For tax purposes, the result from participating interests generally falls under the participation exemption; that difference between commercial and taxable profit belongs in your tax calculation. If the DGA is the sole shareholder and director of the holding company, signing also counts as adoption here.

Why: The holding company's adoption closes the chain: it determines what the DGA can receive as dividend.

art. 2:389(2) DCCart. 2:210(3) and (5) DCC

Note: The holding company's profit often consists largely of the subsidiary's result, which has not yet been distributed. That is profit on paper; for a dividend proposal, look at the holding company's cash position.

Step 9. File separately for each BV

File the annual accounts of each BV under its own KVK number, within eight days of its own adoption. With one eHerkenning means (eHerkenning is the Dutch digital business login) you can link several BVs. Otherwise follow the filing guide.

Why: The publication obligation applies per legal entity. A fiscal unity or a joint tax return does not change that.

art. 2:394 DCC

Note: Annual accounts of the operating company filed under the holding company's number do not count for the operating company, and block the holding company's filing.

Worked example: holding company with one operating company

The holding company owns 100% of the shares in the operating company. On 1 January 2025 the operating company had equity of € 300.000, made a profit of € 120.000 in 2025 and paid € 50.000 in dividend to the holding company in 2025. The holding company also has € 50.000 in the bank, no turnover and no staff. The amounts are fictitious.

On its own figures the holding company is micro. If it forms a group with the operating company, with central management over an economic unit (art. 2:24b DCC), the group counts and exceeds two micro limits. If that was also the case on 31 December 2024, the holding company is small: it files an abridged balance sheet with notes. A personal holding company with one operating company is not always the head of a group; if it is not, it is tested on its own figures and remains micro in this example (RJk M1.109).

The group stays well within the limits for small. Consolidation may therefore be omitted (art. 2:407(2) DCC), unless the general meeting has objected within six months of the start of the financial year. In this example no statutory reserve for participating interests is needed if the holding company can have the profit distributed without legal, contractual or liquidity restrictions; test that separately.

Sequence and deadlines (financial year 2025, equal to the calendar year)

When do you call in an accountant or adviser?

An accountant or tax adviser is advisable for a restructuring, a subsidiary with negative equity, a foreign participating interest with translation differences, a 403 statement, or a group approaching the limits for small that may therefore have to consolidate and become subject to the audit requirement.

Sources

• Art. 2:389 DCC (wetten.overheid.nl): net asset value and statutory reserve for participating interests
• Art. 2:396 DCC (wetten.overheid.nl): counting group companies for the size class
• Art. 2:398 DCC (wetten.overheid.nl): no micro regime for participation companies
• Art. 2:403 DCC (wetten.overheid.nl): group exemption with liability statement
• Art. 2:406 DCC (wetten.overheid.nl): duty to consolidate
• Art. 2:407 DCC (wetten.overheid.nl): exemption from consolidation for small groups
• KVK: Zelf deponeren van je jaarrekening (filing your annual accounts yourself): login options (eHerkenning EH2, KVK account with authorisation, access code), authorisation, correction, personal data

All sources consulted on 5 October 2026. Statutory texts per Book 2 DCC as in force from 1 July 2026.

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