Knowledge base

Management report: for whom it is mandatory and what it contains

Q: May a small BV voluntarily prepare a management report?

Yes. The law does not require it (art. 2:396(7) DCC), but does not forbid it either. It can be useful for a bank, an investor or a buyer. Then follow the structure of art. 2:391 DCC, so that readers know what to expect.

Q: Must the management report be filed with the KVK?

Yes, at the same time as and in the same way as the annual accounts. The alternative is that the entity keeps the report available for inspection by anyone at its office, provides a copy on request at no more than cost price and notifies the Business Register of this (art. 2:394(4) DCC).

Q: What does the accountant check in the management report?

Whether it has been prepared in accordance with Title 9, whether it is consistent with the annual accounts and whether, in view of what the accountant learned during the audit, it contains material misstatements (art. 2:393(3) DCC).

Q: What is the other information?

Information that the board adds to the annual accounts and the management report: the auditor's report, the articles-of-association provision on the appropriation of profit, special control rights under the articles, shares without voting or profit rights and branches (art. 2:392(1) DCC).

Q: Does the obligation also apply to a subsidiary in a group?

Not if the subsidiary applies the group exemption: then articles 2:391 to 2:394 DCC do not apply to it (art. 2:403(3) DCC). Strict conditions attach to this, such as a liability statement by the parent company.

In the management report the board accounts in words: how did the year go, where does the company stand, what are the risks and what does it expect. The obligation does not apply to micro and small entities.

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The short answer

The management report (bestuursverslag) is the report in which the board describes the position at the balance sheet date, the development during the financial year, the results, the main risks and the expectations. It is mandatory for medium-sized and large entities. Micro and small entities do not have to prepare a management report. The report belongs with the annual documents, but is not part of the annual accounts.

Updated 30 October 2026

Key facts

Legal basis	art. 2:391 DCC (content), art. 2:391a DCC (further rules by order in council)
Mandatory for	Medium-sized and large entities
Exempt	Micro (art. 2:395a(6) DCC), small (art. 2:396(7) DCC) and group companies with a 403 statement that apply the group exemption (art. 2:403(3) DCC)
Term	Available for inspection by the shareholders within the period for preparing the annual accounts (art. 2:210(1) DCC)
Language	Dutch, unless the general meeting has decided otherwise (art. 2:391(1) DCC)

What the management report is, and what it is not

The annual accounts give the figures; the management report gives the story behind them. The law requires a fair view of the position at the balance sheet date, the development during the financial year and the results, with a balanced and comprehensive analysis consistent with the size and complexity of the entity (art. 2:391(1) DCC).

The report is not part of the annual accounts: these consist of balance sheet, profit and loss account and notes. It is therefore not adopted by the general meeting either. It must not, however, conflict with the annual accounts (art. 2:391(4) DCC), and the accountant checks it as well.

In everyday usage it is often called the annual report, and sometimes that refers to the whole volume. The law speaks of the management report. You can read the distinction from the annual accounts at annual accounts and annual report.

What it contains

Subject	What the law requires	Basis
Position, development and results	A balanced and comprehensive analysis of balance sheet date, financial year and result	art. 2:391(1) DCC
Performance indicators	Financial and non-financial indicators, including on the environment and personnel, where necessary for a proper understanding	art. 2:391(1) DCC
Risks	A description of the main risks and uncertainties	art. 2:391(1) DCC
Expectations	The expected course of affairs, with attention to investments, financing, staffing and the circumstances on which turnover and profitability depend	art. 2:391(2) DCC
Research and development	Information on the activities in that area	art. 2:391(2) DCC
Financial instruments	Objectives and policy for risk management; price, credit, liquidity and cash flow risks	art. 2:391(3) DCC

The board need not say anything about expectations to the extent that serious interests oppose it. That is an exception for competitively sensitive information, not a licence to leave out the section.

Alongside the report, the board adds the other information, such as the auditor's report and the articles-of-association provision on the appropriation of profit (art. 2:392(1) DCC). For certain entities, supplementary decrees on the content apply; the Raad voor de Jaarverslaggeving (Dutch Accounting Standards Board) has published a diagram of these for chapter 400 of the Standards.

Sustainability and the CSRD

Sustainability reporting under the European CSRD gets its place in the management report in the Netherlands, through rules under art. 2:391a(2) DCC. According to the Raad voor de Jaarverslaggeving, implementation in Dutch law was not yet complete on 6 October 2026, and the directive itself was amended in 2026. A micro or small entity that wants to report on sustainability without a management report can use the VSME standard.

Worked example: from small to medium-sized

A construction company in the form of a BV grows. At 31 December 2023 it still met the requirements for small. The company and the figures are fictitious.

Criterion	31-12-2024	31-12-2025	Limit small
Assets	€ 7,9 mln	€ 8,4 mln	≤ € 7,5 mln
Net turnover	€ 16,2 mln	€ 17,5 mln	≤ € 15 mln
Employees	46	52	< 50

At both balance sheet dates the BV exceeds at least two limits. After two consecutive balance sheet dates the exemption lapses: for financial year 2025 the BV is medium-sized. It prepares a management report for the first time and makes it available for inspection by 31 May 2026 at the latest, unless the preparation period has been extended. The audit requirement also starts to apply.

In that first report the figures should recur. Turnover rose by (17,5 − 16,2) / 16,2 = 8,0%. With equity of € 3,36 mln, solvency is 3,36 / 8,4 = 40%. The workforce grew from 46 to 52. In addition, the board describes the risks, for example dependence on a few clients and the price of materials, and what it expects for 2026 in investments and financing.

Obligation per size class

Component	Micro	Small	Medium-sized	Large
Requirements: two of three, at two consecutive balance sheet dates (financial years from 1-1-2024)	assets ≤ € 450.000, net turnover ≤ € 900.000, < 10 employees	assets ≤ € 7,5 mln, net turnover ≤ € 15 mln, < 50 employees	assets ≤ € 25 mln, net turnover ≤ € 50 mln, < 250 employees	At least two limits for medium-sized exceeded
Management report	Not mandatory	Not mandatory	Mandatory	Mandatory
Non-financial performance indicators	–	–	Not required (art. 2:397(8) DCC)	Where necessary for a proper understanding
Make public	–	–	File with the annual accounts, or keep available for inspection (art. 2:394(4) DCC)	File with the annual accounts, or keep available for inspection
Check by the accountant	–	–	Yes (art. 2:393(3) DCC)	Yes

Common mistakes

Writing a promotional text. The law requires a balanced analysis; setbacks belong in it.
Skipping the risk section. The main risks and uncertainties are a mandatory part.
Citing figures that differ from the annual accounts. The report must not conflict with them.
Reusing last year's report. Expectations that did not materialise call for an explanation.
Starting too late. The report is available for inspection within the same period as the annual accounts.
Forgetting the group. A small BV with subsidiaries counts their figures and can therefore be medium-sized (art. 2:396(2) DCC).

The management report in Jaarrekening.io

If your size class requires a management report, the AI of Jaarrekening.io writes an editable draft with the course of business, the risks and the expectations; the key figures are linked to the annual accounts. For micro and small entities this step falls away. The judgement on risks and prospects remains that of the board.

Sources

Legal notice: this information is general in nature and does not replace tax or legal advice or an audit by an accountant. The accuracy and completeness of the annual accounts remain the responsibility of the board.

Frequently asked questions

May a small BV voluntarily prepare a management report?

Yes. The law does not require it (art. 2:396(7) DCC), but does not forbid it either. It can be useful for a bank, an investor or a buyer. Then follow the structure of art. 2:391 DCC, so that readers know what to expect.

Must the management report be filed with the KVK?

Yes, at the same time as and in the same way as the annual accounts. The alternative is that the entity keeps the report available for inspection by anyone at its office, provides a copy on request at no more than cost price and notifies the Business Register of this (art. 2:394(4) DCC).

What does the accountant check in the management report?

Whether it has been prepared in accordance with Title 9, whether it is consistent with the annual accounts and whether, in view of what the accountant learned during the audit, it contains material misstatements (art. 2:393(3) DCC).

What is the other information?