RJ 305 and 315: exemptions for group companies and medium-sized entities

The short answer

RJ 305 deals with two group exemptions: a parent that consolidates may shorten its own profit and loss account (art. 2:402 DCC), and a subsidiary with a 403 declaration need not draw up annual accounts under Title 9, have them audited or file them (art. 2:403 DCC). RJ 315 bundles the statutory exemptions and the RJ exemptions for medium-sized entities.

Updated 30 October 2026

Key facts

Art. 2:402: the parent's shortened profit and loss account

If the financial data of an entity are included in its consolidated annual accounts, it is sufficient to state in its own profit and loss account, as a separate item, only the result from participations after deduction of the taxes thereon. The notes to the consolidated annual accounts state that the previous sentence has been applied.

A parent that prepares consolidated accounts therefore shows two lines in its company-only profit and loss account: the result from participations after tax and the other income and expenses after tax. All the detail is already in the consolidated figures. A public-interest entity does not have this option (paragraph 2). The preparation of the consolidated accounts themselves is covered in RJ 217.

Art. 2:403: the subsidiary without its own Title 9 accounts

An entity that belongs to a group need not draw up its annual accounts under Title 9 if all the conditions of art. 2:403(1) DCC are met. In brief:

• the own balance sheet shows at least the fixed and current assets, equity, provisions and liabilities; the profit and loss account the result from ordinary activities and the balance of other income and expenses, both after tax (under a);
• all shareholders or members consent in writing, anew for each financial year, after the start of that year and before adoption (under b; RJ 305.204);
• another entity or company consolidates the figures in consolidated annual accounts under the European accounts rules, in Dutch, English, French or German, with auditor's report and management report in the same language (under c to e inclusive);
• that consolidating company declares itself jointly and severally liable for the debts arising from legal acts of the subsidiary (under f);
• both declarations are filed with the Business Register, and the consolidated documents follow no later than six months after the balance sheet date, or one month after they were lawfully made public later (under g).

For an entity to which paragraph 1 applies, articles 391 to 394 inclusive do not apply.

That means: no management report, no other information, no audit and no filing of the own annual accounts (RJ 305.205). The cash flow statement lapses as well (RJ 360.104). What remains: the board prepares the annual accounts and the general meeting adopts them, because the requirement for that lies outside Title 9 (art. 2:10(2) and art. 2:210 DCC). That is why the Council (Raad voor de Jaarverslaggeving) recommends continuing to use the ordinary policies: on a distribution the general meeting tests the equity from those annual accounts against the statutory and articles-based reserves (art. 2:216(1) DCC; RJ 305.202 and 305.203).

Two pitfalls. An intermediate holding that itself uses the consolidation exemption of art. 2:408 DCC prepares no consolidated accounts and so cannot be the liable company for its subsidiary (RJ 305.201b). And withdrawing a declaration does not release the parent from debts that already existed; the procedure of art. 2:404 DCC is needed for that.

Case: transport group with a 403 subsidiary

Rijnmond Holding BV prepares consolidated accounts. Its subsidiary Rijnmond Logistiek BV is medium-sized on its own figures and would therefore need an auditor's report. In 2023 the holding filed the liability declaration; it applies until withdrawn. The timeline for financial year 2025:

Logistiek saves an audit, a management report, a cash flow statement and a filing of its own. In return the holding stands surety for all its debts. If Logistiek wants to distribute dividend for 2025, the general meeting tests the equity in the adopted annual accounts against the statutory and articles-based reserves, and the board approves the distribution only if Logistiek can continue to pay its due debts (art. 2:216(1) and (2) DCC).

RJ 315: when are you medium-sized?

An entity is medium-sized if on two consecutive balance sheet dates it meets at least two of the three criteria: assets ≤ € 25 mln, net turnover ≤ € 50 mln, < 250 employees, and is not already small or micro. Figures of group companies that would have to be consolidated count, unless the entity applies art. 2:408 DCC (art. 2:397(1) and (2)). These thresholds apply for financial years from 1 January 2024 and could already be used for 2023 (RJ 315.102a). A new entity takes the class of the first balance sheet date for the first and second year (art. 2:398(1) DCC); the general meeting can decide within six months of the start of the financial year not to use the exemptions (paragraph 2).

An excess in one year does not yet change the regime. Bouwgroep Lemmer BV shows how that works out:

If Lemmer stays below two thresholds for small at the end of 2027, it is small again for 2027. You determine the number of employees, as recommended, in full-time equivalents; for a short or long financial year you convert turnover to twelve months (RJ 315.103). More on the test at size criteria.

What a medium-sized entity may omit

Under the law (art. 2:397(3) to (8) DCC)

• Combine the first items of the profit and loss account into gross operating result, with a ratio figure for turnover. If turnover rises from € 28,8 mln to € 31,2 mln, you state an increase of 8,3% (paragraph 3).
• No turnover split by activity and area, no audit fees (paragraph 4).
• A limited balance sheet and notes in the published documents (paragraph 5); for the layout of the own annual accounts there is no exemption for the balance sheet.
• For off-balance-sheet arrangements only nature and business purpose; related parties only for an NV, limited to major shareholders and directors and supervisory directors (paragraph 6).
• Not disclosing special control rights and shares without profit rights (paragraph 7); no non-financial performance indicators in the management report (paragraph 8).

Under the Guidelines (RJ 315, appendix 2)

No segment information (RJ 350) and no statement of comprehensive income (RJ 265). Fewer disclosures on taxes (including interest rate and term for discounting and the tax consequences of dividend), on financial instruments (interest rate, cash flow and credit risk, which are recommended), on inventories (the cost as an expense), on leases and on intangible assets (the distinction between self-developed and purchased). A medium-sized entity that combines items may show the income categories in percentages (RJ 270.601; RJ 315, appendix 2).

What remains: the statutory audit (art. 2:393 DCC), the management report, the cash flow statement and a full balance sheet in the prepared annual accounts.

Common mistakes

• Reusing last year's consent statement: it applies per financial year.
• Signing the consent after the adoption of the annual accounts.
• Having a 403 declaration issued by an intermediate holding that does not itself consolidate.
• In the size test, forgetting the subsidiaries, or counting them while art. 2:408 DCC is applied.
• Applying the publication exemptions of medium-sized also to the prepared balance sheet.

How it works in Jaarrekening.io

Jaarrekening.io has, per group company, a checklist for art. 2:403, 2:407(2) and 2:408 DCC, with per condition the status, the date and the supporting document, and templates for the consent and the liability declaration. For a 403 subsidiary the filing step shows the parent's declarations and documents instead of its own annual accounts. The app sends nothing to the KVK: the KVK accepts the consent statement by post or e-mail, the liability declaration only as an original by post.

Sources

• Art. 2:402 DCC: the parent's profit and loss account (wetten.overheid.nl)
• Art. 2:403 DCC: exemption for group companies
• Art. 2:404 DCC: withdrawal of the liability
• Art. 2:397 DCC: medium-sized entities
• Art. 2:398 DCC: first financial years and exceptions
• Dutch Accounting Standards Board (Raad voor de Jaarverslaggeving): the Guidelines and the compilations (rjnet.nl)

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