Late filing of annual accounts: fines and director liability

The short answer

Filing after the twelve-month deadline of art. 2:394(3) DCC is an economic offence, with a maximum fine in 2026 of €27,500, or more for a company. If the company goes bankrupt, late filing in the three years before counts as improper management that is presumed to be an important cause of the bankruptcy, so directors can be personally liable for the whole deficit (art. 2:248(2)).

Updated 27 October 2026

Key facts

Which deadline counts

Article 2:394 DCC has three filing duties. The accounts are filed within eight days after adoption (lid 1). If they have not been adopted within two months after the preparation deadline, the board files the prepared accounts at once, marked as not adopted (lid 2). And whatever happens, the accounts must be public within twelve months after the end of the financial year (lid 3). For a calendar-year BV and financial year 2025, that last date is 31 December 2026. The deadline guide works through the dates per legal form.

The criminal rules refer to lid 3 only, so the offence is missing the twelve-month limit. The bankruptcy rule refers to the obligations of art. 2:394 as a whole, which by its wording also covers the eight-day period and the duty to file unadopted accounts. Treat every one of them as a hard deadline.

The criminal side: an economic offence

The Economic Offences Act (Wet op de economische delicten, WED) lists art. 2:394(3) DCC in art. 1 under 4°, together with the bookkeeping duty of art. 2:10(1) DCC, the duty to engage an auditor (art. 2:393(1) DCC) and the filings after a turbo liquidation (art. 2:19b(1) DCC). Offences listed there are minor offences (overtredingen). The maximum penalty is six months' detention, community service or a fine of the fourth category (art. 6(1) under 5° WED), which is €27,500 from 1 January 2026 (art. 23(4) Criminal Code).

A company can itself be prosecuted, and so can those who ordered the offence or actually directed it (art. 51 Criminal Code). Where the fourth category does not allow an appropriate penalty for a company, the court may impose a fine of the next category, up to €110,000 in 2026 (art. 23(7) Criminal Code). KVK's own guidance confirms that late filing is punishable and can lead to a fine or proceedings by the Public Prosecution Service. These are maximums, not tariffs; this page makes no claim about how often or how heavily late filing is prosecuted.

The civil side: art. 2:248 in bankruptcy

Indien het bestuur niet heeft voldaan aan zijn verplichtingen uit de artikelen 10 of 394, heeft het zijn taak onbehoorlijk vervuld en wordt vermoed dat onbehoorlijke taakvervulling een belangrijke oorzaak is van het faillissement. […] Een onbelangrijk verzuim wordt niet in aanmerking genomen.

Unofficial translation: if the management board has not complied with its obligations under articles 10 or 394, it has performed its duties improperly, and improper performance is presumed to be an important cause of the bankruptcy. An insignificant omission is disregarded.

Normally a bankruptcy trustee (curator) who wants directors to pay the deficit must prove that the board performed its duties in a manifestly improper way and that this is likely to have been an important cause of the bankruptcy (lid 1). Late filing changes both steps. The improper performance is established by the late filing itself; the causal link is presumed, and directors who dispute it must show that other facts, not the board's conduct, caused the bankruptcy. The bookkeeping duty of art. 2:10 DCC works the same way. The rules for an NV are identical in art. 2:138 DCC.

• Three-year window. Only improper performance in the three years before the bankruptcy counts, and a discharge granted earlier does not block the claim (lid 6).
• Insignificant omission. The law does not define it; it is judged case by case, and a director relying on it must explain why the delay was unimportant.
• Individual escape. A director who proves that the improper performance is not attributable to them and that they were not negligent in trying to avert its consequences is not liable (lid 3).
• Reduction. The court can reduce the amount if it is excessive given the seriousness, other causes and a director's time in office (lid 4).
• De facto directors. Anyone who determined or co-determined the company's policy as if a director, such as a parent company or owner who ran the BV in practice, is treated as a director (lid 7).

Other consequences

KVK dissolves a BV or NV by decision if at least two of four circumstances exist, one of which is being at least a year in default with filing the annual accounts; the others concern missing or unreachable directors, a year without response to a corporate income tax reminder, and an unreachable registered address (art. 2:19a DCC). KVK first writes to the company and its directors and waits eight weeks. Separately, any interested party can ask the court to order the company to file (art. 2:394(7) DCC), and directors are liable to third parties if published accounts give a misleading picture of the company's position (art. 2:249 DCC).

Worked case: ten weeks late, two years later bankrupt

A fictitious trading BV with two directors has a calendar financial year. Its 2023 accounts had to be public by 31 December 2024, but are filed on 14 March 2025, ten weeks late. The 2024 accounts are filed in time. On 1 October 2026 the BV is declared bankrupt. Its debts total €520,000 and the trustee realises €140,000 from the assets, leaving a deficit of €380,000.

1. The late filing of the 2023 accounts falls within the three years before 1 October 2026, so the presumption of art. 2:248(2) is available to the trustee.
2. Improper performance is therefore established. The directors can only argue that ten weeks was an insignificant omission, which they must explain, or rebut the presumed cause by showing that the bankruptcy resulted from something else, for example the loss of the main customer in 2026.
3. If neither succeeds, both directors are jointly and severally liable to the estate for the €380,000 deficit, subject to the court's power to reduce it.
4. A director who had objected in writing to the delay and pressed for filing may escape under lid 3.

Had the general meeting adopted the 2023 accounts on 12 December 2024, after a valid full extension of the preparation period, and the board filed them on 20 December 2024, every filing duty would have been met. The trustee could still sue, but would have to prove manifestly improper management and its causal role without help from the presumption. The criminal exposure for the 2023 filing exists independently of the bankruptcy.

If you are already late

1. File now. Adopted accounts go in with their adoption date; if adoption is not possible, file the prepared accounts marked as not adopted and file the adopted version later.
2. Never backdate an adoption resolution or signatures to make a filing look timely.
3. Check earlier years in the Business Register under the company's KVK number, not the group name.
4. Keep a short memo explaining the cause of the delay; it is the starting point for any insignificant-omission argument.
5. For an entity that needs an audit, a missing auditor's report does not stop the filing: state why it is missing.

KVK cannot grant an extension. The filing guide explains the routes and the receipt to keep.

Deadlines in Jaarrekening.io

Jaarrekening.io calculates the preparation, adoption and filing dates for each legal form and financial year and shows them in the company file, including the point at which unadopted accounts have to be filed. It does not file anything: you or your adviser file with KVK and record the receipt. All of this happens in a Dutch-language interface.

Sources

• Dutch Civil Code, art. 2:394 (in Dutch)
• Dutch Civil Code, art. 2:248 (in Dutch)
• Dutch Civil Code, art. 2:138 (in Dutch)
• Dutch Civil Code, art. 2:19a (in Dutch)
• Economic Offences Act (Wet op de economische delicten, in Dutch)
• Criminal Code, art. 23: fine categories (in Dutch)
• KVK: when to file annual accounts

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