Annual accounts of a Dutch BV with a foreign Ltd as shareholder
A Dutch BV owned by a Ltd from the United Kingdom or Hong Kong remains an ordinary Dutch BV. It prepares its own Dutch annual accounts, has them adopted and files them with the KVK (Dutch Chamber of Commerce).
The short answer
The Dutch BV follows Title 9 Book 2 DCC like any BV: prepare within five months, adoption by the general meeting (here the Ltd), filing within eight days. The Ltd does not have to file anything in the Netherlands. A 403 declaration works only if the BV is consolidated in annual accounts under IFRS-EU or Directive 2013/34/EU; a UK or Hong Kong Ltd that consolidates under its own law does not as a rule meet that.
Updated 30 October 2026
Key facts
| Legal basis | art. 2:210 DCC, art. 2:394 DCC, art. 2:403 DCC, art. 2:379(3) DCC |
| What the Ltd does in the Netherlands | Decides as shareholder on the adoption; it does not file here itself, unless it has a Dutch establishment |
| Size class | Determined by the BV and its own subsidiaries, not by the size of the Ltd (balance sheet total ≤ € 450.000, net turnover ≤ € 900.000, < 10 employees for micro) |
What the BV itself must do
Who the shareholder is does not change the obligations of the BV. The board prepares the annual accounts within five months after the end of the financial year; in special circumstances the general meeting can extend that by at most five months (art. 2:210(1) DCC). The general meeting adopts them (art. 2:210(3) DCC). The BV then files them within eight days, and no later than twelve months after the end of the financial year (art. 2:394 DCC). A foreign parent gives no extra time and does not make the duty lighter.
The language is Dutch. Only if the BV did not prepare its annual accounts in Dutch may it file in French, German or English (art. 2:394(1) DCC); see preparing and filing annual accounts in English. Annual accounts in a currency other than the euro are allowed under conditions (art. 2:362(7) DCC).
Adoption by a foreign shareholder
The Ltd is the general meeting of the BV, if it holds all the shares. It decides through its director, preferably in writing. The fast route of article 2:210(5) DCC, where signing by all directors is also adoption, works only if all shareholders are also directors. A Ltd is not, so you need a separate shareholder resolution. That resolution sets the adoption date, and that date must appear in the filed annual accounts (art. 2:394(1) DCC).
- Record who signs on behalf of the Ltd and on what basis; keep an extract from the register of the Ltd's country.
- Signing can be digital; see signing digitally.
- If you extend the preparation period, the Ltd decides that before the end of the period.
If the shareholder refuses to adopt, the rules in shareholder refuses to adopt the annual accounts apply.
Does the Ltd itself have to file anything in the Netherlands?
No, solely because it is a shareholder. The Ltd falls under the law of its own country and publishes there, for example at Companies House in the United Kingdom. In the Netherlands a duty arises only if the Ltd itself has an establishment here. The KVK then writes that a foreign legal entity with a branch files if it must publish in its home country, and that the Wet formeel buitenlandse vennootschappen imposes extra requirements. Whether that applies to your Ltd, you ask the KVK or your accountant.
Apart from the annual accounts, the BV registers its ultimate beneficial owners (UBOs) in the UBO register of the KVK. You report changes within seven days, and responsibility for a correct filing lies with the organisation itself. It has no connection with the annual accounts; for the chain rules go to the KVK.
403 declaration: why it usually does not work with a UK or Hong Kong Ltd
With a 403 declaration a subsidiary need not draw up its annual accounts under Title 9 and need not file. One of the conditions is that the financial data of the subsidiary are consolidated in consolidated annual accounts to which, under the applicable law, the IFRS Regulation or Directive 2013/34/EU (or the banks or insurance directive) applies (art. 2:403(1)(c) DCC). The United Kingdom has not been a member state since Brexit, and Hong Kong never was. A Ltd that consolidates under UK or Hong Kong law does not as a rule meet that condition. If above the Ltd there is an EU parent that does consolidate that way, it can issue the declaration; the consolidating entity need not be the direct shareholder. In addition the parent must declare itself jointly and severally liable for the debts arising from legal acts of the BV, and the shareholders must consent in writing every year (paragraph 1(b) and (f)).
The exception does apply to a Dutch or other EU intermediate holding that itself consolidates under European law and can then act as 403 parent. The details are in article 2:403 DCC and, in English, in the 403 declaration explained and a Dutch subsidiary of a foreign group.
What is said about the parent in the BV's annual accounts?
The size class of the BV depends on its own figures plus those of its own subsidiaries that it would have to consolidate (art. 2:395a(2), 2:396(2) DCC). The size of the Ltd does not count. After that the disclosure differs per class.
| Class | What about the parent and the group |
|---|---|
| Micro | Nothing required; section 6 does not apply (art. 2:395a(6) DCC). A receivable from or loan from the Ltd is simply in the balance sheet totals |
| Small | Only the name and place of residence of the group company that draws up the consolidated figures for the BV's group part (art. 2:396(5) DCC); group receivables and liabilities need not be shown separately |
| Medium-sized | Name and place of residence of the head of the group and of the company that consolidates its figures, with the place where the consolidated annual accounts are available (art. 2:379(3) DCC); receivables from and liabilities to group companies separately (art. 2:370 and 2:375 DCC) |
| Large | As medium-sized, plus significant transactions with related parties that were not concluded on normal market terms (art. 2:381(3) DCC) |
The head of the group may be omitted if that company does not customarily disclose its interest by law, and the minister can grant an exemption in case of serious harm (art. 2:379(3) and (4) DCC).
Case: Harbour Digital Nederland BV and Harbour Digital Ltd
Harbour Digital Ltd (fictitious, United Kingdom) holds all the shares in Harbour Digital Nederland BV. At 31 December 2024 and 2025 the BV has a balance sheet total of € 310.000, net turnover of € 720.000 and six employees; it has no subsidiaries of its own. Those are all three micro criteria (balance sheet total ≤ € 450.000, net turnover ≤ € 900.000, < 10 employees), so the BV is micro. The British CFO asks whether the Ltd must issue a 403 declaration to avoid filing.
- The BV is micro. It prepares annual accounts with a balance sheet and a profit and loss account under RJk M1 and files only the balance sheet.
- The Ltd consolidates under UK law. It therefore cannot be a 403 parent (see above). That does not matter here: the micro balance sheet is already short.
- The director of the Ltd adopts the annual accounts in writing on 24 May 2026. That date appears in the filing, which takes place no later than 1 June 2026 (eight days).
- The Ltd's loan of € 40.000 is in liabilities, as part of the total. If the BV later grows to medium-sized, it will appear separately under liabilities to group companies and the notes will name the name and place of residence of the Ltd.
One mistake is common: the BV files nothing because "the parent in the United Kingdom already publishes". That does not count; the BV files itself.
How it works at Jaarrekening.io
Jaarrekening.io prepares the annual accounts of the Dutch BV and creates a publication version for your size class. The app calculates the deadlines per financial year. Adoption by the foreign shareholder and filing remain actions for you. The first annual accounts in your account are free, for every size class. After that you pay per annual accounts, once per financial year: micro € 250, small € 500, medium-sized € 2.000 or large € 5.000, excl. VAT.
Sources
- Art. 2:403 DCC: exemption for subsidiaries (wetten.overheid.nl, in Dutch)
- Art. 2:379 DCC: participating interests and group head in the notes (wetten.overheid.nl, in Dutch)
- Art. 2:210 DCC: preparation and adoption by the BV (wetten.overheid.nl, in Dutch)
- Art. 2:396 DCC: small legal entity (wetten.overheid.nl, in Dutch)
- KVK: annual accounts: file or not (foreign companies) (in Dutch)
- KVK: registering, changing and deregistering UBOs (in Dutch)
Frequently asked questions
Must my Dutch BV file annual accounts if the shareholder is a foreign Ltd?
Yes. The BV is a Dutch legal entity and falls under Title 9 Book 2 DCC. It prepares the annual accounts, has them adopted by the general meeting, in this case the Ltd, and files them with the KVK. The fact that the parent publishes abroad does not release the BV.
Can a British Ltd issue a 403 declaration for its Dutch subsidiary?
As a rule not. Article 2:403 DCC requires that the subsidiary is consolidated in annual accounts to which IFRS-EU or Directive 2013/34/EU applies. Since Brexit the United Kingdom falls outside that. An EU parent or EU intermediate holding that does consolidate that way can be the 403 parent. Have your accountant test the conditions case by case.
Does the size of the foreign parent count towards the size class of the BV?
No. The class follows from the figures of the BV itself and those of its own subsidiaries that it would have to consolidate (art. 2:395a(2) and 2:396(2) DCC). The parent does not count. The BV can therefore be micro or small while the group is large.
Must the foreign Ltd itself file annual accounts in the Netherlands?
Not because it is a shareholder of a BV. Only if the Ltd has an establishment in the Netherlands can a duty arise; the KVK then mentions the branch and the Wet formeel buitenlandse vennootschappen (Formally Foreign Companies Act). Check with the KVK or your accountant.
In which language do I file the annual accounts of my BV with a British parent?
In Dutch. Only if you did not prepare the annual accounts in Dutch may you file them in French, German or English (art. 2:394(1) 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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