What is agio (share premium) and how do I put it on my BV's balance sheet?
Agio is what shareholders have paid in above the nominal amount of the shares, and also a payment without new shares, such as waiving a loan. It is a separate item in equity (art. 2:373(1)(b) DCC). Distribution is allowed within the distribution test of art. 2:216 DCC and the articles of association.
The short answer
Agio is what shareholders have paid in above the nominal amount of the shares, and also a payment without new shares, such as waiving a loan. It is a separate item in equity (art. 2:373(1)(b) DCC). Distribution is allowed within the distribution test of art. 2:216 DCC and the articles of association.
Updated 30 October 2026
What is agio
On the issue of a share at least the nominal amount must be paid in (art. 2:191(1) DCC; for the NV art. 2:80(1) DCC, which also mentions the excess if the share is taken for a higher amount). What a shareholder pays in excess of the nominal value is agio. The RJ also counts capital contributions from existing shareholders without the issue of shares. Such "informal capital contributions" are, for example, covering a loss or the waiver of a loan by the shareholder (RJ 240.213; RJk B8). In the law agio appears as a separate item in the list of equity (art. 2:373(1) DCC).
Where agio is in the annual accounts
Within equity, agio is below the issued capital and before the revaluation reserves (art. 2:373(1)(b) DCC). Per class:
| Class | Agio on the balance sheet |
|---|---|
| Micro (balance sheet total ≤ € 450.000) | Equity may be one item, so agio is not separate (art. 2:395a(4) DCC) |
| Small (balance sheet total ≤ € 7,5 mln) | Separately visible (art. 2:396(3) DCC maintains art. 2:373(1) up to and including (5)) |
| Medium-sized (balance sheet total ≤ € 25 mln) | Separately visible |
| Large | Separate; also state the part not recognised as paid-in for tax purposes (RJ 240.611) |
For a large company RJ 240.611 requires a disclosure if, for tax purposes, part of the agio or of the paid-in capital does not count as paid-in; a medium-sized legal entity is exempt from that. The tax paid-in capital is a concept of its own and does not always coincide with the agio in the annual accounts.
Booking on the issue of shares
If a new shareholder takes 2.000 shares of € 1 nominal at € 25 each, the BV receives € 50.000. You book: bank € 50.000 to issued capital € 2.000 and agio € 48.000. The costs directly connected with the placement, such as the notary, you preferably do not capitalise according to the RJ. If you do not capitalise, they are charged directly to the agio, after deduction of any tax effect, and if necessary to other reserves (RJ 240.214). A transaction that does not go ahead burdens the result.
Booking a payment without new shares
The director-major shareholder (DGA) pays € 30.000 into his BV without shares being issued. If it is a loan, it is shown as a debt. If it is intended as equity, it is an informal capital contribution and is recorded under agio (RJ 240.213). The same applies if he waives an existing loan or current account to the BV: the debt falls away, the agio rises. Record what is intended, in a resolution or agreement; the booking follows the intention. See also DGA current account.
May you distribute agio
For the BV the general meeting can adopt a distribution insofar as equity exceeds the reserves that must be maintained under the law or the articles (art. 2:216(1) DCC). The law does not name agio as a reserve that must remain; the articles can do so, so read them. In addition the board must approve the distribution, and may refuse only if it knows or should reasonably foresee that the BV will no longer be able to pay its due debts (art. 2:216(2) DCC); directors who knew or should reasonably have foreseen that are jointly and severally liable (paragraph 3). For the NV a heavier limit applies: the paid-in and called-up capital must remain (art. 2:105(2) DCC), agio need not.
Repayment of the nominal amount is not a distribution of agio but a capital reduction, with its own procedure (art. 2:208 DCC). For tax purposes the tax paid-in capital plays a role of its own; check that with your tax adviser, see also the distribution test.
Case: Slager Techniek BV
Slager Techniek BV has issued capital of € 100, no agio and other reserves of € -18.000 due to a loss. Equity is therefore € -17.900. The DGA waives his loan of € 30.000. The agio then rises to € 30.000, the debt falls away and equity is € 12.100 (100 + 30.000 - 18.000).
| Item | Before | After waiver |
|---|---|---|
| Issued capital | € 100 | € 100 |
| Agio | € 0 | € 30.000 |
| Other reserves | € -18.000 | € -18.000 |
| Equity | € -17.900 | € 12.100 |
| DGA loan | € 30.000 | € 0 |
Whether the BV may now distribute anything follows from the articles and the test of article 2:216. According to the text of paragraph 1 the general meeting cannot distribute more than the equity of € 12.100 above the restricted reserves: the loss therefore also limits how much of the € 30.000 agio is still distributable. After that the board must still approve the distribution.
Where it goes wrong
- Booking a payment by the DGA as a loan although he intended it as capital, or the reverse.
- Counting agio as freely distributable without reading the articles.
- Capitalising issue costs, whereas the RJ recommends charging them to the agio.
- Equating the tax paid-in capital with the agio in the annual accounts.
How it works at Jaarrekening.io
Jaarrekening.io maps accounts with "agio" or "share premium" in the name to the agio line item in equity. The distinction between a payment as a loan or as agio remains your decision; the app follows the account on which you booked it.
Sources
- Art. 2:373 DCC: equity, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:216 DCC: distributions BV, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:191 DCC: payment on shares BV, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:105 DCC: distributions NV, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:208 DCC: capital reduction, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
Frequently asked questions
What is agio at a BV?
The amount that shareholders have paid in above the nominal amount of the shares. A capital contribution by an existing shareholder without new shares, such as waiving a loan, is also counted by the RJ (Dutch Accounting Standards Board guidelines) as agio (RJ 240.213). It is shown separately in equity (art. 2:373(1) DCC).
Where is agio on the balance sheet?
In equity, directly below the issued capital (art. 2:373(1)(b) DCC). A micro BV may show equity as one item; a small, medium-sized or large BV shows agio separately.
May I distribute agio to the shareholder?
At a BV the general meeting may distribute insofar as equity exceeds the reserves that the law or the articles prescribe (art. 2:216(1) DCC). Agio is not a statutory reserve; check whether the articles require it. The board must approve and may refuse if the BV could no longer pay its debts afterwards.
Can I convert a current-account debt into agio?
Yes, by having the shareholder waive the debt as a capital contribution: the debt falls away and the agio rises by the same amount (RJ 240.213). Record the intention. The tax consequences are a separate question for your tax adviser.
Is money I put into my BV privately a loan, agio or capital?
That depends on what was agreed. A loan is a debt, new shares lead to issued capital and possibly agio, and a payment without shares or an obligation to repay is an informal capital contribution that is recorded under agio. Record it in advance.
Where do I book the notary costs of a share issue?
The RJ recommends not capitalising them. They are then charged directly to the agio, after deduction of any tax effect, and if necessary to other reserves (RJ 240.214).
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