Management report template: parts, model text and key figures
What art. 2:391 DCC requires of the management report, worked out for a fictitious medium-sized BV, with key figures you derive from the annual accounts.
The short answer
The management report gives a true and fair view of the position at the balance sheet date, the development during the financial year and the results, describes the principal risks and looks ahead (art. 2:391 DCC). The obligation does not apply to micro and small legal entities. Below is the structure, with a model text for each part.
Updated 30 October 2026
Key facts
| Mandatory for | Legal entities that are medium-sized or large |
| Exempt | Small (art. 2:396(7) DCC) and micro (art. 2:395a(6) DCC) |
| Language | Dutch, unless the general meeting decides otherwise (art. 2:391(1) DCC) |
| Relation to the annual accounts | May not conflict with them (art. 2:391(4) DCC) |
The example: Terwolde Kunststoffen B.V.
Terwolde Kunststoffen B.V. is a made-up injection moulder with 86 employees, € 18,4 million in turnover and € 11,6 million in assets: so medium-sized. The model texts are examples that you rewrite for your own company; they are not legal advice.
You do not get a ready-made document here. The structure and the texts in the table are the template.
Model: seven parts
| Part | Model text (example) | art. 2:391 DCC |
|---|---|---|
| 1. General | The company produces injection-moulded parts for construction and horticulture. The board consists of two persons. | paragraph 1 |
| 2. Development and results | Net turnover rose by 8,9% to € 18,4 million due to the commissioning of a third production line. The operating result was € 1.104.000 (2024: € 845.000). | paragraph 1 |
| 3. Position at the balance sheet date | Solvency is 42,5% (2024: 40,0%) and the current ratio 1,50 (2024: 1,44). | paragraph 1 |
| 4. Risks and uncertainties | The price of granulate is the biggest risk; increases are passed on quarterly. Two customers together account for 35% of turnover. | paragraph 1 |
| 5. Financial instruments | The interest rate risk on the bank loan is hedged with an interest rate swap. The company takes no speculative positions. | paragraph 3 |
| 6. Research and development | In 2025 work was done on blends with recycled material; the costs were € 210.000. | paragraph 2 |
| 7. Expected developments | For 2026 the board expects turnover around the 2025 level, investments of approximately € 600.000 in moulds, an unchanged staffing level and no new financing. | paragraph 2 |
Under paragraph 2, part 7 must in any case address investments, financing, staffing and the circumstances on which turnover and profitability depend, unless compelling interests prevent this.
Key figures that tie in with the annual accounts
| Key figure | 2025 | 2024 | Calculation |
|---|---|---|---|
| Net turnover (€) | 18.400.000 | 16.900.000 | Profit and loss account |
| Operating result (€) | 1.104.000 | 845.000 | 6,0% and 5,0% of turnover |
| Result after tax (€) | 742.000 | 561.000 | Profit and loss account |
| Equity (€) | 4.930.000 | 4.388.000 | 4.388.000 plus 742.000 minus 200.000 dividend |
| Balance sheet total (€) | 11.600.000 | 10.970.000 | Balance sheet |
| Solvency | 42,5% | 40,0% | Equity divided by balance sheet total |
| Current assets (€) | 5.220.000 | 4.752.000 | Balance sheet |
| Current liabilities (€) | 3.480.000 | 3.300.000 | Balance sheet |
| Current ratio | 1,50 | 1,44 | Current assets divided by current liabilities |
| Average number of employees | 86 | 81 | Notes |
Where the content comes from
- Parts 2 and 3: from the adopted figures. Write the report only when the annual accounts are substantively final.
- Part 4: from the board’s risk inventory. Name the risks of this company, not a list that applies to every business.
- Part 5: only if financial instruments are of significance; then address price, credit, liquidity and cash flow risks.
- Part 7: from the budget and the investment plan for the current year.
Linking key figures to the text
- Input in the spreadsheet: turnover, operating result, result, equity, balance sheet total, current assets and current liabilities for two years, taken from the annual accounts.
- Formulas: turnover growth is turnover this year divided by turnover last year minus one; the two ratios are divisions.
- Check 1: each amount in the text minus the amount in the annual accounts is zero.
- Check 2: opening equity plus result minus dividend minus closing equity is zero.
The management report per size class
| Class | Management report | Particularity |
|---|---|---|
| Micro | Not mandatory | Division 7 of Title 9 does not apply (art. 2:395a(6) DCC) |
| Small | Not mandatory | Preparing one voluntarily is allowed; the exemption is in art. 2:396(7) DCC |
| Medium-sized | Mandatory | No attention needed for non-financial performance indicators (art. 2:397(8) DCC) |
| Large | Mandatory | Also non-financial indicators, including environmental and employee matters, where necessary for a good understanding |
The board makes the report available for inspection by the shareholders within the preparation period (art. 2:210(1) DCC). The accountant checks whether it is consistent with the annual accounts (art. 2:393(3) DCC).
Mistakes in management reports
- Stating a turnover or result that is not in the annual accounts.
- Looking back only and skipping the expected developments.
- Dropping the research and development section because there is no separate department. The law requires a statement about the activities; if there are none, write that down.
- Stating an event after the balance sheet date in the annual accounts, but not saying what it means for the expectations.
Draft management report in Jaarrekening.io
If your size class calls for a management report, Jaarrekening.io creates an editable draft with the course of business, the risks and the expectations. The key figures come from the annual accounts, built from your XAF audit file or trial balance (Excel or CSV). For micro and small, the software skips this step. To get access you create an account.
Sources
Frequently asked questions
When does a BV not have to prepare a management report?
When it is small or micro. Art. 2:396(7) DCC declares art. 2:391 DCC not applicable to small legal entities, and for micro legal entities division 7 of Title 9 does not apply.
Does the management report become public?
Yes. You file it together with the annual accounts, or you keep it available for inspection at the office for anyone, provide a copy on request at no more than cost price and have that registered in the Business Register (art. 2:394(4) DCC).
Who signs the management report?
The law requires the annual accounts to be signed (art. 2:210(2) DCC), not expressly the management report. It is, however, a report of the full board: add place, date and the names of the directors.
Does the obligation also apply to a subsidiary in a group?
Art. 2:210(1) DCC mentions two exceptions: the exemption for small legal entities and the group exemption of art. 2:403 DCC. The latter has its own conditions, including a declaration of liability by the legal entity that consolidates the figures.
Read more
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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