Shareholders' resolution adopting the annual accounts: model and example text
The resolution outside a meeting by which the shareholder of a Dutch BV adopts the annual accounts, appropriates the profit and grants discharge, with the amounts that go with it.
The short answer
The general meeting adopts the annual accounts of a Dutch BV (art. 2:210(3) DCC). That can be done in a meeting or in writing outside one. The resolution names the annual accounts, the appropriation of the result and, if you wish, the discharge. Below is a model with example text. It is not legal advice.
Updated 30 October 2026
Key facts
| Outside a meeting | Allowed if all persons entitled to attend meetings agree to that way of resolving (art. 2:238(1) DCC) |
| All shareholders are directors | Signing the annual accounts counts as adoption, unless the articles of association exclude it (art. 2:210(5) DCC) |
| Dividend | The resolution has no effect as long as the board has not approved (art. 2:216(2) DCC) |
The example: Fietsenmakerij Spaak B.V.
Fietsenmakerij Spaak B.V. is made up. All shares belong to De Wit Beheer B.V.; the director is Ms De Wit in person. The shareholder is therefore not itself the director, and that is why there is a separate resolution. Adapt the example texts to your articles of association and have them reviewed by a notary or lawyer if in doubt.
The model is text on this page. Transfer it to your word processor and fill in the details of your company.
Model: the resolution in seven parts
| Part | Example text (adapt) | Basis |
|---|---|---|
| 1. Heading | Resolution of the general meeting of Fietsenmakerij Spaak B.V., with its registered office in Deventer, adopted outside a meeting. | art. 2:238(1) DCC |
| 2. Findings | The undersigned, De Wit Beheer B.V., holds all shares. There are no other persons entitled to attend meetings. The director has been given the opportunity to give advice. | art. 2:238(1) and (2) DCC |
| 3. Adoption | The annual accounts for the financial year 2025, prepared by the board on 14 May 2026, are adopted. | art. 2:210(3) DCC |
| 4. Appropriation of result | Of the profit of € 48.600, € 20.000 is distributed as dividend and € 28.600 is added to the other reserves. | art. 2:216(1) DCC |
| 5. Discharge | The director is granted discharge for the management conducted in 2025, insofar as it appears from the annual accounts. | art. 2:210(3) DCC |
| 6. Signing | Signed in Deventer on 12 June 2026. De Wit Beheer B.V., represented by [name]. | art. 2:238(2) DCC |
| 7. Board approval (separate document) | The board approves the distribution of € 20.000. It has no reason to assume that the company will afterwards be unable to continue paying its due debts. | art. 2:216(2) DCC |
Part 5 is included separately because adoption does not give discharge. Part 7 is no formality: if the board approves although it knew or should have foreseen that the BV would be unable to continue paying its due debts, the directors are jointly and severally liable for the shortfall (art. 2:216(3) DCC).
For financial year 2025, equal to the calendar year: prepare before 1 June 2026, after extension by the general meeting before 1 November 2026 (art. 2:210(1) DCC). After the resolution of 12 June you file by 20 June at the latest; the final date remains 31 December 2026 (art. 2:394(1) and (3) DCC).
The appropriation of profit in figures
| Item | Before the resolution (€) | Movement (€) | After the resolution (€) |
|---|---|---|---|
| Issued capital | 120 | 0 | 120 |
| Other reserves | 131.280 | 28.600 | 159.880 |
| Undistributed profit | 48.600 | -48.600 | 0 |
| Equity | 180.000 | -20.000 | 160.000 |
| Dividend payable to the shareholder | 0 | 20.000 | 20.000 |
A distribution is allowed to the extent that equity exceeds the reserves that must be maintained by law or the articles of association. Spaak has no such reserves; the full 180.000 therefore counts. Dividend tax and other tax consequences fall outside this model.
When a separate resolution is not needed
If all shareholders are also directors, the signing of the annual accounts by all directors and supervisory directors counts as adoption, provided the other persons entitled to attend meetings have been able to inspect the annual accounts and have agreed to this way of working. This adoption does give discharge immediately. The articles of association can exclude the arrangement (art. 2:210(5) DCC).
Two things often go wrong here. If your holding company holds the shares and you are director in person, as at Spaak, the condition of paragraph 5 is, to the letter, not met. And paragraph 5 only regulates adoption: appropriation of profit and dividend still require a resolution.
For a medium-sized or large BV a condition is added: the annual accounts cannot be adopted if the general meeting has not been able to take note of the auditor’s report (art. 2:393(7) DCC).
Two checks before you sign
- Check 1: dividend plus addition to the reserves minus the profit is zero. In the example: 20.000 plus 28.600 minus 48.600.
- Check 2: the date of the resolution plus eight days is the last day for filing.
Mistakes around the adoption resolution
- Paying out the dividend before the board has approved the distribution.
- Assuming that adoption is also discharge.
- Not recording the date of the resolution. When filing, the date of adoption must be stated.
Adoption in Jaarrekening.io
In Jaarrekening.io you build the annual accounts from an XAF audit file or a trial balance in Excel or CSV and record the date of adoption when filing. The software checks that date and calculates the eight-day period and the final date. It does not file for you. You can sign up via Start for free.
Sources
Frequently asked questions
Can the sole shareholder adopt the annual accounts without a meeting?
Yes, if all persons entitled to attend meetings agree. The vote is cast in writing or the resolution is recorded in writing or electronically, and the directors are given the opportunity beforehand to give advice (art. 2:238 DCC).
I am the sole shareholder and sole director. Is a resolution still needed?
Not for adoption, unless your articles of association exclude the arrangement of art. 2:210(5) DCC: your signature under the annual accounts counts as adoption. Do record the appropriation of profit and any dividend in writing.
Does the resolution have to go to the KVK?
No. You file the annual accounts, or the part your class makes public, and state the date of adoption. You keep the resolution in the company's records.
What happens if the shareholders do not reach adoption?
If the annual accounts have not been adopted two months after the end of the preparation period, the board makes the prepared annual accounts public without delay, stating that they have not yet been adopted (art. 2:394(2) DCC).
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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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