Holding company annual accounts: participating interests, group size and consolidation
A holding company with an almost empty balance sheet can still be medium-sized. Read how the group counts, how you value participating interests and when you must consolidate.
The short answer
A holding BV prepares its own annual accounts and files them with the KVK. For the size class, the assets, turnover and employees of the group companies count (art. 2:396(2) DCC); a holding with an empty balance sheet can therefore be medium-sized. As a rule you value participating interests at net asset value. For a small group, consolidation may be omitted.
Updated 30 October 2026
Key facts
| Size class | Including group companies that would fall within the consolidation (art. 2:396(2) DCC) |
| Participating interest with significant influence | Net asset value; presumed at a fifth or more of the votes (art. 2:389(1) and (2) DCC) |
| Small group exemption | If the group, consolidated, stays within the limits for small (art. 2:407(2) DCC) |
The size class: the group counts
If the holding company heads a group, the assets, net turnover and employees of the group companies that would be included in the consolidation also count for the size class (art. 2:396(2) DCC), unless the holding applies art. 2:408 DCC. The same applies to the micro limit (art. 2:395a(2) DCC). A personal holding with one operating company does not always head a group; if it is not a group head, it tests on its own figures (RJk M1.109). A participation enterprise, which only holds and manages participating interests without getting involved in operations, can moreover never be micro (art. 2:398(6) DCC); a holding that manages its operating company is not a participation enterprise.
| Holding company alone | Group consolidated | Limit for small | |
|---|---|---|---|
| Assets | € 0,3 million | € 9,1 million | ≤ € 7,5 million |
| Net turnover | € 60.000 management fee | € 18 million | ≤ € 15 million |
| Employees | 1 | 71 | < 50 |
| Outcome | Looks micro | Medium-sized | All three limits exceeded |
Here the holding company holds all shares in an operating company with 70 employees. If the group exceeds the limits for small on two consecutive balance sheet dates, the holding company is medium-sized: it has its annual accounts audited (art. 2:393(1) DCC) and must consolidate. Check your group with the size class calculator and the audit requirement check.
Valuing participating interests: net asset value as the main rule
If the holding company exercises significant influence over the business and financial policy of a participating interest, it values it at net asset value: the equity of the participating interest, calculated under the holding company's accounting policies (art. 2:389(1) and (2) DCC). That influence is presumed from a fifth of the votes; deviating is allowed only for well-founded reasons (art. 2:389(9) DCC), which you state in the notes if your size class requires one. Without significant influence, the acquisition cost applies.
The law requires a statutory reserve for the share in the profit of participating interests that the holding company cannot distribute without restrictions (art. 2:389(6) DCC). Even with a 100% interest you assess whether the holding company can actually bring about a distribution of the subsidiary's profit without restrictions; the board of the subsidiary must approve a distribution (art. 2:216(2) DCC). If that is not the case, it maintains a statutory reserve for the undistributed profit.
Worked example: result of participating interest and dividend
A holding company holds 100% of an operating BV. The net asset value on 1 January is € 210.000. The operating BV makes € 40.000 profit after tax and pays out € 15.000 in dividend during the year.
- Result of participating interest in the holding company's profit and loss account: € 40.000.
- The dividend of € 15.000 is not a second income item: it lowers the carrying amount of the participating interest.
- Carrying amount of participating interest on 31 December: € 210.000 + € 40.000 − € 15.000 = € 235.000.
- The holding company's equity rises by € 40.000 through the participating interest, not by € 55.000.
With valuation at acquisition cost, it is precisely the dividend received of € 15.000 that is the income, and the carrying amount stays the same.
Consolidating: when and when not
The legal entity at the head of a group prepares consolidated annual accounts (art. 2:406(1) DCC), with two exemptions:
- Small group: consolidation may be omitted if the group, consolidated, stays within the limits of art. 2:396 DCC, none of the companies is a public-interest entity and the general meeting does not object in writing within six months of the start of the financial year (art. 2:407(2) DCC).
- Intermediate holding company: consolidation of the group part may be omitted if the figures are included in the consolidated annual accounts of a larger whole, those annual accounts have been filed with the Business Register in time and holders of at least a tenth of the capital do not object (art. 2:408 DCC).
See must a holding company consolidate? and the step-by-step guide preparing holding company annual accounts.
Common mistakes with holding companies
- Determining the size class on the holding company's own balance sheet and forgetting the operating companies.
- Booking both the result of the participating interest and the dividend received as income.
- Leaving current account balances between holding company and operating company without reconciling them on both sides.
Holding companies in Jaarrekening.io
Jaarrekening.io prepares the single-entity annual accounts from the XAF audit file or trial balance you read in. The consolidation function contains an indicative test of the small-group exemption of art. 2:407(2) DCC; the software does not test the intermediate holding exemption of art. 2:408 DCC.
Sources
Frequently asked questions
Can my holding company be micro if the operating company is small?
Not automatically. A pure participation enterprise cannot be a micro entity, not even if it applies art. 2:408 DCC (art. 2:398(6) DCC). For another holding you determine the class on the basis of the applicable group figures; if art. 2:408 is applied, those group figures do not count for this test (art. 2:395a(2) DCC).
Does the holding company have its own audit requirement if only the group is medium-sized?
Yes. Because the group figures count towards the holding company's class, it is itself medium-sized and the audit requirement of art. 2:393(1) DCC applies to its annual accounts.
Does a personal holding company without turnover have to file annual accounts?
Yes. The filing obligation follows from the legal form, not from the activity. A holding BV without turnover also files at the latest twelve months after the financial year.
What is the difference between a 403 declaration and the consolidation exemption?
With a 403 declaration a subsidiary does not have to prepare and file its own annual accounts under Title 9, if the parent accepts liability, the shareholders agree and the subsidiary is consolidated. Arts. 2:407 and 2:408 DCC concern the question whether the holding company itself must consolidate.
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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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