RJ 217 Consolidation: group, scope of consolidation and the new layout from 2027

The short answer

The head of a group consolidates subsidiaries and other companies over which it has predominant control or central management, in full, with the share of third parties shown separately (art. 2:406 DCC). Small groups and intermediate holding companies are exempt under conditions (art. 2:407(2) and 2:408 DCC). From financial year 2027 RJ 217 has been rewritten, with no change in substance intended.

Updated 30 October 2026

Key facts

Group and obligation to consolidate

A group is an economic unit in which legal entities and companies are organisationally connected. Group companies are legal entities and companies that are connected to each other in a group.

RJ 217 reads three elements into that: organisational connection, central management and economic unit (RJ 217.102). Indications are a majority of the votes, the right to appoint the majority of the directors, a joint strategy, tax unity and bearing most of the economic risk. No indication is decisive on its own (RJ 217.103).

The legal entity that, alone or together with another group company, is at the head of its group prepares consolidated annual accounts, in which it includes its own financial data with those of its subsidiaries in the group, other group companies and other legal entities over which it can exercise predominant control or over which it has central management.

An intermediate holding company that itself belongs to a larger whole also consolidates its own part of the group (art. 2:406(2) DCC; RJ 217.202), unless it uses the exemption of art. 2:408.

• Personal holding company. A holding company that structures the private interests of one person or family is not automatically at the head of the group, not even with all the shares in the operating company. It depends on actual central management. With interests in more than one underlying company a group relationship is more plausible than with one (RJ 217.203).
• Sister companies. If one sister actually manages the other while the same private shareholder owns both, it may have to consolidate without a capital interest: horizontal consolidation. If the shareholder manages both himself, neither consolidates (RJ 217.205).
• Options and veto rights. Directly exercisable options with economic significance count for the question whether you can exercise predominant control; protective rights of a minority shareholder do not (RJ 217.105–106).

Scope of consolidation and the exemptions

The consolidation includes the legal entity itself, its subsidiaries in the group, other group companies below it and legal entities over which it has predominant control or central management, such as a special purpose entity and, depending on the administration conditions, a trust office foundation (stichting administratiekantoor) (RJ 217.301–305). Different activities are no reason to leave a company out of the consolidation.

You may leave out of the consolidation: a company of negligible importance, a company whose data can only be obtained at disproportionate cost or with great delay, and an interest you hold only in order to sell it (art. 2:407(1) DCC). For the latter the sale must be likely within a year and there must already be a decision to sell and a sales plan under way (RJ 217.307).

Consolidation may be omitted if

a. on consolidation the limits of article 396 would not be exceeded;

b. none of the companies to be included in the consolidation is a legal entity as referred to in article 398 paragraph 7;

c. no written objection to it has been made to the legal entity by the general meeting within six months of the start of the financial year.

The intermediate holding company may leave its part of the group out of consolidation if its figures are included in the consolidated annual accounts of a larger whole under the EU directive or equivalent, those annual accounts with auditor's report and management report in Dutch, English, French or German are on file with the Business Register within six months of the balance sheet date, and no written objection has been made within six months of the start of the financial year by one tenth of the members or by holders of one tenth of the issued capital (art. 2:408 DCC; RJ 217.206–208). Proportionate inclusion at the parent is not enough (RJ 217.207). A listed intermediate holding company cannot use the exemption.

Note the connection with the art. 403 declaration: if an intermediate holding company uses art. 2:408 and has issued a liability declaration for a subsidiary, that subsidiary cannot rely on art. 2:403, because the declaring company does not consolidate it (RJ 217.210).

How you consolidate

• In full. Assets, liabilities, income and expenses of each company in the scope count at 100%. Proportionate consolidation is allowed only for a joint venture (art. 2:409 DCC; RJ 217.401).
• One set of accounting policies. You recalculate the subsidiaries' figures to the parent's accounting policies if the difference is material; you may depart only for well-founded, explained reasons (art. 2:410(3) DCC; RJ 217.402).
• Balance sheet date. The same as the parent's; figures from more than three months before or after are not permitted (art. 2:412 DCC).
• Elimination. Intra-group receivables, debts, turnover and costs fall away, as does profit on intra-group deliveries that the group has not yet realised (RJ 217.404; RJ 260).
• Share of third parties. The part of equity and result that does not belong to the parent is shown separately on the balance sheet and as the last line in the profit and loss account. You calculate with the actual interests at the balance sheet date, not with options (RJ 217.406 and 217.511).
• Loss above the share of third parties. If the loss that belongs to the minority exceeds its share in equity, the majority bears the difference, unless the minority is obliged and able to make it up. Later profits go first to the majority until that amount is recovered (RJ 217.407).

Case: a family group with a 70% subsidiary

Mr Bosman holds all the shares of Bosman Beheer BV, his personal holding company. Bosman Beheer holds 100% of Bosman Installatie BV and 70% of Bosman Solar BV; the other 30% is held by an investor who does not have to contribute further capital. As a director of Bosman Beheer, Mr Bosman sets the course of both operating companies, the holding company arranges their bank financing and lends staff to both. Consolidated, the whole had at the end of 2025 a balance sheet total of € 8,2 million, turnover of € 16,4 million and an average of 58 employees; at the end of 2026 € 8,9 million, € 17,6 million and 61.

• Who consolidates? Bosman Beheer is a personal holding company, but it actually provides central management to two operating companies with which it is organisationally and economically connected. It is at the head of the group (RJ 217.203). Had it held one interest without involving itself in policy, the outcome could have been different.
• Small group exemption? No. On both balance sheet dates the group exceeds all three limits for small, so art. 2:407(2) does not help. Bosman Beheer prepares consolidated annual accounts.
• Size of the holding company. In the size test the figures of the companies to be consolidated count (art. 2:397(2) DCC). Bosman Beheer is therefore medium-sized, with an audit requirement, even though its own balance sheet shows little more than two participating interests.

Bosman Solar starts 2026 with equity of € 50.000 and suffers a loss of € 200.000 that year. The investor's share is 30%, € 60.000, but its share in equity was only € 15.000.

Only when profits have made up the remaining € 15.000 does the investor again receive its 30% of the result. In the notes Bosman Beheer states the name, place of residence and interest of each consolidated company (art. 2:414 DCC).

Notes and the consolidated annual accounts

A number of articles of Title 9 do not apply to the consolidated annual accounts: no statement of changes in equity, no list under art. 2:379, no auditor's fees and no directors' remuneration under art. 2:383, and no legal reserves for development costs, participating interests, translation differences and revaluation (art. 2:410(1) DCC; RJ 217.501). That information is in the separate annual accounts.

You do disclose, per category, which companies are included in full, proportionately or at net asset value, why a company is or is not included if that is not evident from the interest, and which art. 403 declarations you have issued (RJ 217.503–509). If you use the exemption of art. 2:408, that is stated in the notes (RJ 217.515).

What changes per financial year

For financial years 2025 and 2026 RJ 217 (amended 2020) applies. For 2027 the RJ has rewritten the chapter: the presentation and disclosure requirements are now together in section 5, some paragraphs have been moved and there are more headings. According to the Ten geleide to the 2027 edition no changes in substance are intended. The draft with a table from old to new paragraph numbers is in RJ-Uiting 2026-3, the final text with clarifications after comments in RJ-Uiting 2026-8. Earlier application is recommended. Note that paragraph numbers in old files no longer match.

Common mistakes

• Thinking that an art. 403 declaration exempts the parent from consolidation. It is the other way round: the parent must consolidate in order to exempt the subsidiary.
• Determining the size of the holding company on its own balance sheet, when the group's figures count.
• Always having a personal holding company consolidate, or never, without looking at actual central management.
• Continuing to push the loss of a subsidiary with a minority shareholder into a negative share of third parties.
• Leaving in place profit on inventory that one group company bought from another.

How it works at Jaarrekening.io

The consolidation module tests the size of the group on consolidated figures and the small group exemption of art. 2:407(2) DCC; it does not test the exemption of art. 2:408. It eliminates intra-group receivables and debts and intra-group deliveries and calculates the share of third parties; you enter the unrealised profit per relationship yourself. For a personal holding company the app asks whether it provides central management over its subsidiary, and if it does not, it then tests size on its own figures.

Sources

• Art. 2:406 DCC: obligation to consolidate (wetten.overheid.nl)
• Art. 2:407 DCC: exemptions, including the small group
• Art. 2:408 DCC: exemption for intermediate holding companies
• Art. 2:24b DCC: group and group company
• RJ-Uiting 2026-3: draft of the rewritten RJ 217 with transposition table (rjnet.nl)
• RJ-Uiting 2026-8: final amended RJ 217 (rjnet.nl)
• Ten geleide to the RJ volume, 2027 edition (rjnet.nl)

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