Consolidation and consolidated annual accounts
Whoever heads a group prepares consolidated annual accounts: one set of Dutch annual accounts for the group as a whole. Small groups are usually exempt.
The short answer
Consolidating means combining the annual accounts of a group into one set of annual accounts, as if the group were a single enterprise (art. 2:405(1) DCC). The legal entity at the head of a group is required to do so (art. 2:406(1) DCC). Small groups and intermediate holding companies are exempt under conditions (art. 2:407(2) and art. 2:408 DCC).
Updated 30 October 2026
Key facts
| Legal basis | Division 13 of Title 9: art. 2:405 up to and including 2:414 DCC; the concepts of subsidiary and group are in art. 2:24a and 2:24b DCC |
| Guideline | RJ 217 Consolidation. The rewritten version (amended 2026) applies to financial years from 1 January 2027; earlier application is recommended |
| Method | Full, at 100%. Proportional only for joint ventures (art. 2:409 DCC) |
Who must consolidate?
The obligation rests on the legal entity that heads its group. It combines its own figures with those of its subsidiaries in the group, other group companies and legal entities over which it has dominant control or central management (art. 2:406(1) DCC). An intermediate holding company consolidates its own part of the group (paragraph 2).
A group is an economic unit in which legal entities are organisationally connected (art. 2:24b DCC). More than half of the voting rights makes a company a subsidiary (art. 2:24a DCC), but only with central management does it become a group company. The new RJ 217 clarifies that this management can also be indirect, for example through a director-major shareholder (dga) who is a director of the holding company and of all operating companies.
For the personal holding company, RJ 217 makes a reservation. A holding company whose shares are all held by one natural person and which structures that person's private interests does not automatically head a group; with more than one operating company that is more likely.
The exemptions
| Exemption | Conditions | Article |
|---|---|---|
| Small group | On a consolidated basis, the group stays within the limits for small (balance sheet total ≤ € 7.5 million, net turnover ≤ € 15 million, < 50 employees; two of the three, on two consecutive balance sheet dates). No company to be consolidated is a public-interest entity. The general meeting does not object in writing within six months after the start of the financial year. | art. 2:407(2) DCC |
| Intermediate holding company | The figures are included in the consolidated annual accounts of a larger whole, prepared under the EU directive or equivalent. Those annual accounts, the auditor's report and the management report are filed with the Dutch Business Register within six months after the balance sheet date, or within one month after a permitted later publication. Holders of at least one tenth of the capital do not object. | art. 2:408 DCC |
| Individual company | Negligible significance, data obtainable only at disproportionate cost or delay, or an interest held exclusively with a view to resale. | art. 2:407(1) DCC |
The 403 declaration (403-verklaring) is not an exemption from consolidation. It works the other way round: the subsidiary need not draw up and publish its annual accounts under Title 9 if the parent consolidates and accepts joint and several liability, the shareholders agree and the declarations have been filed (art. 2:403 DCC). See also must a holding company consolidate.
How consolidation works
- Determine the scope of consolidation (art. 2:414 DCC).
- Bring the figures onto the same accounting policies as the parent; deviating is allowed only for well-founded, explained reasons (art. 2:410(3) DCC).
- Add up all line items at 100%.
- Eliminate the participating interest against the subsidiary's equity. A premium paid on acquisition is goodwill.
- Eliminate intragroup receivables and payables, intragroup turnover and costs, and profit on goods that have not yet left the group.
- Show the share of third parties in equity and result separately (art. 2:411(2) DCC).
Worked example: holding company with an 80% interest
Holding BV (private limited company) holds 80% of Werk BV and values that participating interest at net asset value. Holding has lent Werk € 100.000. The balance sheets at 31 December 2025:
| Line item | Holding | Werk | Elimination | Consolidated |
|---|---|---|---|---|
| Participating interest in Werk (80% × € 500.000) | € 400.000 | – | − € 400.000 | – |
| Receivable from Werk | € 100.000 | – | − € 100.000 | – |
| Other assets | € 200.000 | € 900.000 | – | € 1.100.000 |
| Total assets | € 700.000 | € 900.000 | − € 500.000 | € 1.100.000 |
| Equity | € 600.000 | € 500.000 | − € 500.000 | € 600.000 |
| Third-party share (20%) | – | – | + € 100.000 | € 100.000 |
| Debt to Holding | – | € 100.000 | − € 100.000 | – |
| Other liabilities | € 100.000 | € 300.000 | – | € 400.000 |
| Total equity and liabilities | € 700.000 | € 900.000 | − € 500.000 | € 1.100.000 |
The elimination entries: Equity of Werk € 500.000 against Participating interest € 400.000 and Third-party share € 100.000, and Debt to Holding € 100.000 against Receivable from Werk € 100.000. A management fee that was charged on drops out of the consolidated profit and loss account against the costs at Werk. With a consolidated balance sheet total of € 1.1 million, this group stays well below the limit for small; if it also meets the other conditions, it does not have to consolidate.
Consolidation and the size classes
For groups, the size of the whole counts: the head of a group includes the figures of the companies it would have to consolidate, unless it applies the intermediate holding company exemption (art. 2:396(2) DCC). For financial years from 1 January 2024 these are the amounts in the table. Here too, at least two of the three criteria on two consecutive balance sheet dates decide, with the exception of art. 2:398(1) DCC for the first and second financial year.
| Size of the group | Consolidation | Note |
|---|---|---|
| Micro (balance sheet total ≤ € 450.000, net turnover ≤ € 900.000, < 10 employees) | Exempt as a small group | A holding company at the head of a group is micro only if the group stays within the micro limits; a personal holding company that is not a group head tests on its own figures (RJk M1.109). Tax-based policies are then allowed in the company-only annual accounts (art. 2:395a(7) DCC) |
| Small (balance sheet total ≤ € 7.5 million, net turnover ≤ € 15 million, < 50 employees) | Exempt, unless the general meeting objects in time or a group company is a public-interest entity | State who does consolidate the group part (art. 2:396(5) DCC). Tax-based policies are allowed (paragraph 6) |
| Medium-sized (balance sheet total ≤ € 25 million, net turnover ≤ € 50 million, < 250 employees) | Mandatory, except for an intermediate holding company that meets art. 2:408 | The audit requirement also applies to the consolidated annual accounts |
| Large (balance sheet total > € 25 million, net turnover > € 50 million, ≥ 250 employees) | Mandatory, with the same exception | A listed intermediate holding company cannot use the exemption (art. 2:408(4) DCC) |
A fiscal unity is something else
Consolidation is a reporting obligation and depends on control and central management. The fiscal unity (fiscale eenheid) for corporate income tax is a choice: on request, parent and subsidiary are treated as one taxpayer, provided the parent owns at least 95% of the shares and the financial years coincide (art. 15 Corporate Income Tax Act 1969 (Wet Vpb 1969)).
Common mistakes in consolidation
- Testing the size on the holding company's company-only figures.
- Mistaking the 403 declaration for an exemption from consolidation.
- Applying the intermediate holding company exemption while the documents of the foreign parent have not been filed in time with the Dutch Business Register.
The consolidation module of Jaarrekening.io
Jaarrekening.io has a consolidation module that adds up the locked company-only annual accounts of the companies in your workspace and processes eliminations. The module has been built, but is not yet in the app's menu. The test for the small group is indicative: a stock exchange listing or the public-interest entity category that you enter rules out the exemption, the rest you assess yourself; it does not test the intermediate holding company exemption. See consolidation software and, for the company-only holding company, the guide.
Sources
- Art. 2:405 up to and including 2:414 DCC: consolidated annual accounts (wetten.overheid.nl)
- Art. 2:407 and 2:408 DCC: exemptions
- Art. 2:403 DCC: group exemption for the subsidiary
- RJ-Uiting 2026-8: final amended Guideline 217 Consolidation (rjnet.nl)
- Art. 15 Corporate Income Tax Act 1969: fiscal unity
- KVK: whether or not to file annual accounts, subsidiaries
Frequently asked questions
Must my personal holding company with one operating company consolidate?
Usually not. The group is often small and the exemption of art. 2:407(2) DCC applies. Moreover, under RJ 217 a personal holding company does not automatically head a group. Document your assessment.
What changes with the new RJ 217?
The Dutch Accounting Standards Board (Raad voor de Jaarverslaggeving) has rewritten the chapter without intending to change the rules in substance. It is clarified that central management can be exercised indirectly and can coexist with a degree of board autonomy at the subsidiary. The new text applies to financial years beginning on or after 1 January 2027.
Do the company-only annual accounts fall away if I consolidate?
No. The consolidated annual accounts come in addition to the company-only accounts. The company-only profit and loss account may then be limited to the result from participating interests as a separate item (art. 2:402 DCC), and you explain differences in equity and result between the two (art. 2:389(10) DCC).
May I consolidate a subsidiary with a different financial year?
Yes, as long as its figures were prepared no more than three months before or after the group's balance sheet date (art. 2:412(2) DCC). You still process significant events in the intervening period. If the difference is larger, the subsidiary prepares interim figures.
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Preparing Dutch annual accounts?
Your first set of annual accounts is free, for every size class. Create an account and prepare the annual accounts of your Dutch company under Title 9 of Book 2 of the Dutch Civil Code.
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