Who handles the annual accounts after a BV is taken over?
The board monitors the BV's obligations. Agreements with the seller also determine who bears the preparatory work and the costs.
The short answer
The board monitors the BV's obligations. Agreements with the seller also determine who bears the preparatory work and the costs.
Basis: art. 2:210 and 2:394 DCC
Which BV continues to exist after a share takeover?
In a share takeover, the same BV continues to exist. Its annual accounts obligations do not disappear because the shares get a different owner. At handover, check which financial years are still open and who is the director at that moment. The purchase agreement may divide the work, but it is not a substitute for the company's statutory obligations.
Make a status overview per financial year at the handover. Note whether the annual accounts have been prepared, signed, adopted and filed. Ask for the related documents and receipts. A verbal statement that 'the accountant is working on it' gives insufficient certainty about the state of affairs. Also check whether the records have changed since the last export. The figures used for the purchase price may concern an interim balance sheet and need not equal the annual accounts. Give each document in the handover file its own purpose and reference date.
Which annual accounts are not yet finished?
Art. 2:210 DCC places the preparation task with the board and regulates signing. The board that prepares the annual accounts must therefore familiarise itself sufficiently with the preceding period. Departed directors may have important information about contracts, estimates and events in the reporting year. Request that information specifically and record the handover. A new director cannot rely on the assumption that everything before the takeover is exclusively a matter for the seller. At the same time, signing the annual accounts does not mean that every contractual discussion about the purchase price is thereby resolved.
Read the agreements on year-end work in the purchase agreement. They may regulate cooperation, costs, access to systems and the treatment of corrections. Have unclear provisions explained by the advisers involved. Filing under art. 2:394 DCC must meanwhile be monitored. A dispute about who pays the accountant's invoice does not automatically give more time. Make sure the necessary data remain accessible when the seller terminates the software subscription. Also take over the previous annual accounts, tax documents and support for balance sheet items, so that the new adviser can reconcile the figures.
Who carries out the agreed work?
Distinguish between a share takeover and the purchase of individual assets or activities. In the latter transaction you do not simply take over the same legal entity, and the scope of the year-end work may be different. For a complex transaction, also have it assessed which events belong in the notes and how the acquisition is accounted for. Plan a joint handover meeting between the old and new adviser if possible. The practical end goal is one clear file with someone responsible for each remaining step. That prevents an old set of annual accounts from lying around between buyer, seller and two accounting firms.
Sources
Frequently asked questions
Does the publication duty lapse after a sale of shares?
No. The same BV keeps its own annual accounts obligations.
Who signs after a change of directors?
Check who is a director when the annual accounts are prepared and signed.
Which documents does the buyer request?
Ask for the status per financial year, final documents and proof of filing.
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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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