RJ 240 Equity, with RJ 265 on total result
RJ 240 elaborates the equity items of art. 2:373 DCC: share premium, revaluation reserve, legal and statutory reserves, other reserves and own shares, plus the question whether an instrument is equity or debt. The chapter was rewritten for financial years from 2026, with no change of course in substance. Micro and small entities follow RJk B8; RJ 265 applies only to large groups.
The short answer
RJ 240 elaborates the equity items of art. 2:373 DCC: share premium, revaluation reserve, legal and statutory reserves, other reserves and own shares, plus the question whether an instrument is equity or debt. The chapter was rewritten for financial years from 2026, with no change of course in substance. Micro and small entities follow RJk B8; RJ 265 applies only to large groups.
Updated 30 October 2026
Key facts
| Legal basis | art. 2:373 DCC (items), art. 2:378 DCC (statement of changes), art. 2:365(2), 2:389 and 2:390 DCC (legal reserves), art. 2:216 DCC (distributions by the BV) |
| Guideline | RJ 240, revised via RJ-Uiting 2025-5 for financial years from 2026, with a correction of paragraph 222 from 2027; micro and small: RJk B8 (amended 2023) |
| RJ 265 | Statement of total result: only for large entities that prepare consolidated accounts |
| Not distributable | Legal and statutory reserves; after that the board still tests whether the BV can keep paying its debts |
What RJ 240 covers
The following are shown separately under equity:
a. the issued capital;
b. share premium;
c. revaluation reserves;
d. other legal reserves, distinguished by their nature;
e. statutory reserves;
f. other reserves;
g. undistributed profits, with separate mention of the result after tax for the financial year, insofar as its appropriation has not been reflected in the balance sheet.
RJ 240 deals with these items one by one (section 2), group equity in the consolidated accounts (section 3), which movements bypass the profit and loss account (section 4), the boundary between equity and debt (section 5) and the notes (section 6). Company-only and consolidated equity can differ, for example because of intercompany profits or a different classification of a financing instrument; you reconcile these differences in the notes (art. 2:389(10) DCC; RJ 240.618).
Three financial years, two numberings
| Financial year | Applicable text | What you notice |
|---|---|---|
| 2025 | RJ 240 (amended 2023) | The old paragraph numbering; disclosure requirements are spread throughout the chapter |
| 2026 | RJ 240 (revised 2025), via RJ-Uiting 2025-5, final and unchanged on 18 June 2025 | New structure and numbering; the IFRS paragraphs moved to RJ 105. The RJ intended no change in substance, with one clarification: repurchased own shares are never deducted from a legal reserve. |
| 2027 | RJ 240 (revised 2026) | Correction in paragraph 222: a realised revaluation that runs through the result is shown gross, including the release of the deferred tax, on a separate line before financial income and expenses (RJ-Uiting 2026-5A) |
The paragraph numbers on this page follow the 2026 and 2027 editions; for financial year 2025 the same rules appear under other numbers (conversion table in RJ-Uiting 2025-5). RJk B8 has been unchanged since financial year 2024.
Share premium, informal capital contribution and issue costs
- Share premium is everything shareholders contribute above the nominal capital, even if no shares are issued in return. If a shareholder, as shareholder, waives a loan or covers losses, that is an informal capital contribution: share premium, not profit (RJ 240.213 and 403; RJk B8.108).
- Contribution in kind is recognised at fair value at the time of contribution (RJ 240.203).
- Costs of a share issue are preferably not capitalised; after tax effect they are then deducted from share premium, or from other reserves if the share premium is too small (RJ 240.214).
- Not recognised for tax. If the Dutch Tax Administration (Belastingdienst) does not recognise part of the capital or share premium as paid up, a large entity discloses that amount; medium-sized entities are exempt (RJ 240.611).
Legal and statutory reserves
Legal reserves are the reserves that must be maintained under articles 67a paragraphs 2 and 3, 94a paragraph 6 under f, 98c paragraph 4, 365 paragraph 2, 389 paragraphs 6 and 8, 390, 401 paragraph 2 and 423 paragraph 4.
For an ordinary BV this is almost always three reserves: the reserve for capitalised formation and development costs (art. 2:365(2) DCC), the reserve for participating interests and translation differences (art. 2:389(6) and (8) DCC) and the revaluation reserve (art. 2:390 DCC). Four rules from RJ 240 determine how they work:
- You determine each legal reserve separately, without netting. Only the translation difference reserve and the revaluation reserve for cash flow hedges can be negative (RJ 240.232).
- If there is too little free equity to form a legal or statutory reserve, the shortfall is charged to other reserves, which thereby become negative (RJ 240.230 and 233). A loss incurred may likewise take those other reserves below zero (RJ 240.235).
- What the law or the articles of association prescribe in reserves is already in the balance sheet as prepared, even if the balance sheet is before appropriation of result (RJ 240.231 and 234).
- The reserve for participating interests follows the retained profit of a participating interest at net asset value, insofar as you cannot enforce its distribution without restriction (RJ 240.228).
You determine the revaluation reserve per asset; it is not negative (except for cash flow hedges) and falls along with depreciation or sale (RJ 240.219 to 223 inclusive).
Own shares and the boundary with debt
Repurchased own shares are not capitalised (art. 2:385(5) DCC). The purchase price with the transaction costs is deducted from the free reserves, or from statutory reserves if the articles of association allow it, never from a legal reserve (RJ 240.209). If you sell the shares again, the proceeds go back to the same reserve (RJ 240.210). On cancellation the issued capital falls by the nominal amount and other reserves rise; a payment to the shareholders is deducted from other reserves (RJ 240.211).
Whether an instrument is equity or debt is decided, on a consolidated basis, by economic reality (RJ 240.502). In the company-only accounts you choose between legal form and economic reality (RJ 240.503); the RJk starts from the form (RJk B8.106). If, based on form, you count something as equity that is economically a liability, such as preference shares with mandatory redemption, it gets a separate item within equity (RJ 240.505). A subordinated loan from the shareholder remains debt; see RJ 254.
Notes by size class
| Class | Balance sheet | Statement of changes and notes |
|---|---|---|
| Micro | Equity as a single amount (art. 2:395a(4) DCC) | None. The reserve obligation of art. 2:365(2) DCC does remain relevant for the question of how much is distributable. |
| Small | All items of art. 2:373 separately | Movement of the revaluation reserve only (art. 2:396(5) DCC); the retained part of the result, however (paragraph 3); no proposal for appropriation of result in the notes (paragraph 7) |
| Medium-sized | All items separately, also in the published version | Full statement of changes with comparative figures (RJ 240.601); exempt from the movement in granted option rights (240.609 under a to c inclusive) and from capital not recognised for tax (240.611) |
| Large | All items separately | Full, plus the statement of total result for consolidated accounts (RJ 265) |
RJ 265: the statement of total result
RJ 265 applies only to large entities that prepare consolidated accounts (RJ 265.101). The statement shows the consolidated result after tax for the shareholders, plus all income and expenses recognised directly in group equity, such as revaluations and translation differences, with comparative figures (RJ 265.201). Transactions with shareholders as such do not belong in it. You choose between a separate statement (the recommended form), a combination with the statement of changes in equity, or an extension of the profit and loss account (RJ 265.202). If an item previously recognised directly later flows through the result, you adjust to prevent double counting (RJ 265.205). RJ 265 has been unchanged since financial year 2020.
Case: an online shop restores its equity
Online shop Polderlicht BV (fictitious) starts 2026 with negative equity of € 39.900: € 100 issued capital and € 40.000 of accumulated losses in other reserves. In March the sole shareholder waives his loan of € 60.000 to the BV, expressly as shareholder. In 2026 the BV capitalises € 25.000 of development costs for its own ordering platform and makes a profit of € 15.000.
| Item | 1 January 2026 | Movements 2026 | 31 December 2026 |
|---|---|---|---|
| Issued capital | € 100 | – | € 100 |
| Share premium | – | + € 60.000 waiver | € 60.000 |
| Legal reserve for development costs | – | + € 25.000 | € 25.000 |
| Other reserves | − € 40.000 | − € 25.000 formation of legal reserve | − € 65.000 |
| Result for the year | – | + € 15.000 | € 15.000 |
| Equity | − € 39.900 | + € 75.000 | € 35.100 |
The waiver is share premium and does not run through the profit and loss account. The legal reserve is here charged to other reserves, which become even more negative; the competent bodies could also have designated the share premium (RJ 240.231). At most € 35.100 − € 25.000 = € 10.100 is available for a distribution, and only if the board expects that the BV can keep paying its due debts (art. 2:216(1) and (2) DCC).
Per class. As a micro entity Polderlicht shows one line of equity of € 35.100. As a small entity all items are on the balance sheet, without a statement of changes, because there is no revaluation reserve. Medium-sized or large gives this overview in the notes, with the 2025 figures alongside.
Common mistakes
- Booking a waived shareholder loan as income in the profit and loss account.
- Netting legal reserves against each other, or solving a shortfall of free reserves by setting the legal reserve lower.
- Recognising repurchased own shares as an asset, or deducting them from a legal reserve.
- Distributing on the basis of the balance sheet alone, without recording the distribution test of art. 2:216(2) DCC; see how much dividend may I distribute.
How it works in Jaarrekening.io
In Jaarrekening.io the statement of changes follows the equity model of your legal form: the items of art. 2:373 DCC for the BV and NV, members' capital for the cooperative, and designated reserves and designated funds for foundation and association. The checks refer to RJ 240 or RJk B8, depending on the framework you follow. If a small entity has a revaluation reserve, the app includes the movement of that item. The result for the year is shown separately from undistributed profit from earlier years. Whether a distribution is justified remains the judgement of the board.
Sources
Frequently asked questions
Is a loan waived by the shareholder profit or share premium?
If the shareholder waives the claim in their capacity as shareholder, it is an informal capital contribution. You recognise it directly in equity as share premium, not as income in the profit and loss account (RJ 240.213 and 240.403; RJk B8.108). A waiver by a commercial creditor is income.
Can other reserves be negative?
Yes. Accumulated losses may take other reserves below zero (RJ 240.235). Also, if the law or the articles of association prescribe a reserve larger than the free equity, the shortfall is charged to other reserves, which then become negative (RJ 240.230 and 233; RJk B8.114). The legal reserve itself keeps the prescribed amount.
What changed in RJ 240 for financial year 2026?
The chapter was rewritten for clarity: new sections, the disclosure requirements in a single section and new paragraph numbers. No change in substance was intended (RJ-Uiting 2025-5). It is now explicit, however, that repurchased own shares are not deducted from a legal reserve. For financial year 2027 only the presentation of a realised revaluation through the result was corrected (RJ-Uiting 2026-5A).
How much of equity does a micro or small BV show?
A micro BV shows equity as a single amount (art. 2:395a(4) DCC) and gives no notes. A small BV shows all items of art. 2:373 DCC separately, gives a movement schedule only for the revaluation reserve (art. 2:396(5) DCC) and states which part of the result is retained (paragraph 3); the appropriation of result itself does not have to be in the notes (paragraph 7).
May a BV buy back own shares at the expense of a legal reserve?
No. The acquisition price, including transaction costs, is deducted from the free reserves, or from statutory reserves if the articles of association allow it (RJ 240.209; RJk B8.107). RJ-Uiting 2025-5 clarified that a legal reserve may not be used for this. For a BV the buyback is also only allowed if equity after deducting the purchase price does not fall below the mandatory reserves and the BV can keep paying its due debts (art. 2:207(2) DCC).
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