Dutch annual accounts filed late: how to put it right
If the filing deadline has passed, file as soon as possible; there is no extension. This step-by-step plan helps you clear the backlog in the right order.
What must you do if the annual accounts are late?
If your Dutch annual accounts (jaarrekening) were filed late or not at all, file as soon as possible; there is no possibility of an extension. If adoption cannot be done straight away, file the prepared annual accounts with a note that they have not yet been adopted (art. 2:394(2) DCC). Late filing is an economic offence and can lead to director liability in a bankruptcy.
- Final dates: financial year 2024 by 31 December 2025 at the latest, financial year 2025 by 31 December 2026 at the latest (art. 2:394(3) DCC).
- Criminal: breach of art. 2:394(3) DCC is an economic offence (art. 1, under 4°, Economic Offences Act (Wet op de economische delicten)). The KVK mentions a fine or prosecution by the Public Prosecution Service.
- Civil: in a bankruptcy, non-compliance counts as improper performance of duties, with a presumption that this is an important cause of the bankruptcy. A minor omission does not count (art. 2:248(2) DCC).
What do you need?
- An overview of the financial years that are missing at the KVK.
- For each missing year: the bookkeeping or at least the trial balance.
- The most recently filed annual accounts, for the opening balance and the comparative figures.
- A login method for the KVK or an SBR intermediary.
- Shareholders who can be reached for the adoption.
Putting it right in eight steps
- Establish which years are missing
- Clear the oldest backlog first
- Prepare the annual accounts
- Have them adopted, or file the prepared version
- File and keep the proof
- Limit the liability risk
- Respond to a fine or letter
- Prevent it happening again
Step 1. Establish which years are missing
Look up the legal entity on kvk.nl and check which financial years have been processed under the annual accounts. Note the absolute deadline for each missing year: twelve months after the end of that financial year. For a non-calendar financial year, use the filing deadline calculator.
Why: Each financial year is a separate obligation. An overview prevents you from fixing one year and forgetting another.
art. 2:394(3) DCC
Note: Annual accounts that came back with an error message have not been filed, even if you pressed 'send'.
Step 2. Clear the oldest backlog first
Start with the oldest missing year. Its closing balance is the opening balance of the next year, and its figures are the comparative figures in the next annual accounts.
Why: Anyone who files the recent year first publishes comparative figures that have not been adopted anywhere.
art. 2:363(5) DCC
Note: If the deadline for the current year is also running out, plan both: the old year immediately, the new year so that it is ready before its own deadline.
Step 3. Prepare the annual accounts
The board prepares the annual accounts and all directors and supervisory directors sign them. For a micro or small BV the scope is limited, but do not skip the notes that the law requires.
Why: Without prepared annual accounts there is nothing to file, not even a version that has not been adopted.
art. 2:210(1) and (2) DCC
Note: Haste leads to errors that stay public. The KVK does not remove filed annual accounts; a correction appears alongside them.
Support: Jaarrekening.io shows the preparation and filing dates per financial year and warns if an adoption date falls after the final filing deadline.
Step 4. Have them adopted, or file the prepared version
If the director-major shareholder (DGA) is the sole shareholder and director, signing counts as adoption and you can continue straight away. If there are more shareholders, adopt in a meeting or outside a meeting. If that takes time, file the prepared annual accounts now with a note that they have not yet been adopted; via SBR you leave the adoption date empty. After adoption you file the final version.
Why: If the accounts have not been adopted within two months after the preparation period, the board must publish the prepared annual accounts without delay.
art. 2:210(5) DCCart. 2:238 DCCart. 2:394(2) DCC
Note: Do not wait for a meeting to file. For the prepared version you do not need a shareholders' resolution.
Step 5. File and keep the proof
File via the Zelf Deponeren portal (micro and small) or via SBR, as described in the filing guide. Keep the confirmation of receipt with the PI reference and then check that the financial year is visible on kvk.nl.
Why: The confirmation records the date on which the default ended.
art. 2:394(1) DCC
Note: If the legal entity has meanwhile been dissolved, according to the KVK this can no longer be done via Zelf Deponeren. For micro and small entities SBR remains, for example with a bookkeeping package via Digipoort.
Step 6. Limit the liability risk
If the BV goes bankrupt, the trustee can hold the directors liable for the shortfall if the board manifestly performed its duties improperly. If the publication obligation was not met, improper performance of duties is established and it is presumed to be an important cause of the bankruptcy. The claim covers the three years before the bankruptcy. A minor omission does not count; judges look, among other things, at the length of the delay and the explanation for it.
Why: The board must then rebut the presumption itself, which is a difficult evidentiary position.
art. 2:248(1), (2) and (6) DCC
Note: Record why the filing was late and what you did to put it right. If the BV has payment problems, seek legal advice now, not only when a trustee calls.
Step 7. Respond to a fine or letter
If you receive a penalty order or a letter about the failure to file on time, file immediately, check the facts and note the objection period stated in the order. If in doubt, get assistance.
Why: The publication obligation is enforced under criminal law through the Economic Offences Act. Filing prevents the default from continuing.
art. 1, under 4° WED
Note: Any interested party, such as a creditor or a shareholder, can also go to court to demand compliance with the filing obligation (art. 2:394(7) DCC).
Step 8. Prevent it happening again
Put the dates for the current year in the diary now: prepare before 31 May, adopt, file within eight days. Arrange an authorisation or eHerkenning that remains valid, and do not make adoption depend on one person.
Why: A backlog of one year quickly becomes a backlog of two years, because the next year rests on the previous one.
art. 2:210(1) DCCart. 2:394 DCC
Note: An extension of the preparation period does not move the twelve-month limit.
Support: Jaarrekening.io calculates the preparation and filing dates per financial year and shows them in the file.
Example: two financial years in arrears on 5 October 2026
A small BV with one DGA has not filed financial years 2024 and 2025. It is 5 October 2026.
| Financial year | Final filing date | Status | Action |
|---|---|---|---|
| 2024 | 31 December 2025 | well over nine months late | Prepare immediately, have the DGA sign (counts as adoption) and file |
| 2025 | 31 December 2026 | still possible on time | Then prepare with the adopted 2024 figures as comparative figures and file before 31 December 2026 |
By completing 2024 first, the comparative figures for 2025 are settled. Had the BV had more shareholders who cannot adopt quickly, it would first have filed 2024 as prepared annual accounts that had not yet been adopted and replaced them later.
When is it too late? (financial year 2025, equal to the calendar year)
| Moment | What applies then | Basis |
|---|---|---|
| after 31 May 2026 | Preparation period has passed if there is no extension resolution | art. 2:210(1) DCC |
| after 31 July 2026 | Not adopted: the prepared annual accounts must be published without delay (the KVK mentions 8 August) | art. 2:394(2) DCC |
| after 31 December 2026 | Absolute deadline has passed; economic offence | art. 2:394(3) DCC, art. 1 WED |
| three years | Period before a bankruptcy for which the trustee can invoke improper performance of duties | art. 2:248(6) DCC |
When do you call in an accountant or adviser?
With a backlog of several years, incomplete records or a BV with debts it may not be able to pay, help from an accountant and a lawyer is advisable. The order stays the same: restore the records, prepare, adopt or file the prepared version.
Sources
- Art. 2:394 DCC (wetten.overheid.nl): deadlines, prepared annual accounts, claim for compliance
- Art. 2:248 DCC (wetten.overheid.nl): director liability in bankruptcy, three-year period
- Art. 2:210 DCC (wetten.overheid.nl): preparation period and adoption by signing
- Economic Offences Act (wetten.overheid.nl): art. 1, under 4°: breach of art. 2:394(3) DCC is an economic offence
- KVK: Final date for filing annual accounts: BV deadlines (8 August, 8 November, 31 December), no extension, criminal liability, dissolved legal entity
- KVK: Filing with SBR: digital obligation per class (2016, 2017, 2025), PKIoverheid certificate, filing is free, annual accounts not adopted via SBR
All sources consulted on 5 October 2026. Statutory texts per Book 2 DCC as in force from 1 July 2026.
Other guides
Frequently asked questions
What happens if I file the annual accounts late?
Late filing is an economic offence; the KVK mentions a fine or prosecution by the Public Prosecution Service. If the BV goes bankrupt within three years, it counts as improper management, with a presumption that this is an important cause of the bankruptcy (art. 2:248(2) DCC).
Can I get an extension for filing the annual accounts?
No. According to the KVK, the law has no extension for filing. Only the preparation period can be extended, by at most five months; the twelve-month limit remains.
May I file annual accounts that have not been adopted?
Yes, and you must if adoption does not happen within two months after the preparation period (art. 2:394(2) DCC). You state that they have not yet been adopted and later replace them with the adopted version.
What if my BV has already been dissolved?
Preferably file before the dissolution. If that is not possible, then according to the KVK, for micro and small entities it is only possible via SBR, not via Zelf Deponeren (the KVK self-filing portal).
Can anyone force me to file?
Yes. Any interested party can demand that the legal entity complies with the filing obligation (art. 2:394(7) DCC).
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Preparing the Dutch annual accounts with Jaarrekening.io
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