Must the general meeting approve or adopt the annual accounts?
At a Dutch BV and NV the general meeting adopts the annual accounts; the law does not use the word approve there (art. 2:210(3) and art. 2:101(3) DCC). The board prepares, the meeting adopts, and then the eight-day period for filing starts. If all shareholders are directors, signing can be enough.
The short answer
At a Dutch BV and NV the general meeting adopts the annual accounts; the law does not use the word approve there (art. 2:210(3) and art. 2:101(3) DCC). The board prepares, the meeting adopts, and then the eight-day period for filing starts. If all shareholders are directors, signing can be enough.
Updated 30 October 2026
Prepare, adopt, approve: three words, two decisions
In practice "approve" is used for everything. The law draws a sharper distinction. The board prepares the annual accounts. The general meeting (AGM) adopts them. Only from that moment are the figures final and does the eight-day period for making them public start (article 2:394 DCC). Discharge for the board is a third, separate decision.
| Step | Who | Basis |
|---|---|---|
| Prepare and make available for inspection | The board, within five months after the financial year | art. 2:210(1) DCC (BV), art. 2:101(1) DCC (NV) |
| Sign | All directors and supervisory directors; if a signature is missing, the reason is stated | art. 2:210(2) DCC |
| Adopt | The general meeting | art. 2:210(3) DCC, art. 2:101(3) DCC |
| Discharge | The general meeting, in a separate decision | Adoption does not extend to release (paragraph 3) |
| File | The board, within eight days after adoption | art. 2:394(1) DCC |
The word approval does appear for the association outside Title 9: there the board submits the balance sheet and the statement of income and expenditure "for approval" to the members' meeting (art. 2:48(1) DCC). At a BV, the articles of association may in fact not make the adoption decision subject to the approval of another body or of third parties (art. 2:210(4) DCC). An investor therefore cannot obtain, through the articles, a right of approval of another body over the adoption; a qualified majority in the articles remains possible (art. 2:230(1) DCC).
Who decides and with what majority
At a BV the general meeting decides, unless law or articles prescribe a larger majority, by an absolute majority of the votes cast. If the votes are tied, the proposal is rejected (art. 2:230(1) DCC). Only shareholders have voting rights (art. 2:228(1) DCC). Unless the articles say otherwise, the validity of a resolution does not depend on the number of shares represented at the meeting (art. 2:230(2) DCC). Whoever stays away therefore does not hold up the meeting. If the articles do require a quorum and it is not reached, a new meeting can be convened in which the quorum no longer counts, if the notice says so (paragraph 3).
The notice of a BV goes by letter to the addresses in the shareholders' register, or electronically if the shareholder agrees (art. 2:223 DCC). It must be given at the latest on the eighth day before the meeting. If the period was shorter, no valid resolutions are possible, unless all persons entitled to attend meetings agree to the decision-making being held and the directors and supervisory directors have been able to give advice beforehand (art. 2:225 DCC). For an NV the period is fifteen days, for a listed company forty-two (art. 2:115 DCC); the NV holds the annual meeting within six months after the financial year, unless the articles set a shorter period (art. 2:108 DCC).
A BV needs to decide only once per financial year: hold a general meeting, or decide outside a meeting (art. 2:218 DCC). That can be in writing or electronically, provided all persons entitled to attend meetings agree to that way of working (art. 2:238 DCC). See adopting without a meeting.
Deadlines: when must it happen
For the adoption itself the law sets no end date of its own for the BV and NV. The pressure comes from article 2:394: if the annual accounts have not been adopted within two months after the period for preparing them has ended, the board files the prepared annual accounts without delay, stating that they have not yet been adopted (paragraph 2). At the latest twelve months after the financial year the annual accounts must be public (paragraph 3). For calendar year 2025 without extension of the period for preparing:
| Moment | Date | Basis |
|---|---|---|
| Prepare at the latest (five months) | 31 May 2026 | art. 2:210(1) DCC |
| After that, file without adoption | after 31 July 2026 | art. 2:394(2) DCC |
| Absolute last day to make public | 31 December 2026 | art. 2:394(3) DCC |
The KVK calculates with these and comparable dates on its page on the final deadline. In the figures study on late-adopted annual accounts you can see how often this goes wrong.
May the adoption be earlier than the final date?
Yes. The periods are final dates, not fixed moments. As soon as the annual accounts have been prepared and signed, the general meeting can adopt them; do not wait until 31 May. At a medium-sized or large BV the auditor's report must then already be there: the meeting must have been able to see it (art. 2:393(7) DCC). Bringing it forward has one consequence to keep in mind: the eight days to file then also run out earlier.
What you cannot do is adjust a date afterwards. The day of adoption must be stated when filing (art. 2:394(1) DCC) and is the day on which the decision was really taken, or, for adoption by signing, the day of the last signature. Entering an earlier year or an earlier date to stay within the period makes the public documents incorrect.
Adoption by signing: the short route for the DGA
If all shareholders of a BV are also directors, the signing by all directors and supervisory directors at the same time 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 adopting, and the articles do not exclude it (art. 2:210(5) DCC). This adoption also gives discharge. An NV does not have this route. Read the explanation at article 2:210 DCC.
Case: three shareholders, one who stays away
Veldkamp Installatie BV is a small BV with financial year 2025 (calendar year). Pieter has 50 shares and is the sole director, Anouk has 30 and Joris 20. The articles have no quorum.
- 14 April 2026: Pieter prepares the annual accounts, signs and makes them available for inspection to Anouk and Joris.
- 19 May 2026: the notice goes out by letter. The last day was 20 May 2026, the eighth day before the meeting.
- 28 May 2026: Anouk does not come. Pieter (50) and Joris (20) vote in favour, there are no votes against: 70 of the 70 votes cast. The annual accounts are adopted.
- 5 June 2026: last day to file, eight days after 28 May.
Variant: Anouk (30) does come and votes against, together with Joris (20). Then there are 50 votes for and 50 against. The votes are tied, the proposal is rejected (art. 2:230(1) DCC). Then there is no adoption. If it stays that way, Pieter files the prepared annual accounts after 31 July 2026 stating that they have not yet been adopted; see what if a shareholder refuses.
Where it goes wrong
- Thinking that the general meeting must "approve" the annual accounts before you may file, while adoption is the right decision, and filing must happen even without adoption once the period has passed.
- Dealing with adoption and discharge in one sentence. Discharge is a separate decision, except for adoption by signing.
- Sending a notice by e-mail to a shareholder who has not agreed to that.
- Entering a meeting date later than the actual date of the decision.
How it works at Jaarrekening.io
In Jaarrekening.io you choose, in the step for adoption, between adoption by the general meeting and adoption by signing. For the second, you confirm the conditions of article 2:210(5) separately; the day of the last signature becomes the adoption date. The app makes a draft adoption resolution, with discharge if you choose. The filing itself you do at the KVK.
Sources
- Art. 2:210 DCC: annual accounts of the BV, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:101 DCC: annual accounts of the NV, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:394 DCC: making public, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:230 DCC: majority and quorum, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:225 DCC: notice of meeting BV, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:238 DCC: decision-making outside a meeting, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- KVK: final deadline for filing annual accounts (in Dutch)
Frequently asked questions
Must the general meeting approve the annual accounts before I may file?
At a BV or NV the law knows no approval but adoption by the general meeting (art. 2:210(3) and art. 2:101(3) DCC). Adoption is the normal starting point for the eight days to file. If the annual accounts have not been adopted two months after the period for preparing them, you file the prepared annual accounts stating that they have not yet been adopted (art. 2:394(2) DCC).
What is the difference between adopting and approving?
Adopting is the decision that makes the figures final; at a BV and NV that is done by the general meeting. Approving is a word from practice, and from the law for the association outside Title 9 (art. 2:48(1) DCC). Discharge, the release of directors, is yet another decision; adoption does not extend to it (art. 2:210(3) DCC).
What if not all shareholders come to the meeting?
You can still decide. Unless the articles of association require a quorum, validity does not depend on the capital represented and the absolute majority of the votes cast decides (art. 2:230 DCC). Do mind the notice: for a BV at the latest on the eighth day before the meeting (art. 2:225 DCC).
May I adopt the annual accounts earlier than the final date?
Yes. The periods are final dates. If the annual accounts have been prepared and signed, and the report is available where an audit is required, the general meeting can adopt them straight away. The eight days to file then also start earlier. Never date the resolution differently from the day on which it was taken.
Must there be a meeting if I am the sole shareholder and director?
No. If all shareholders are also directors, signing by all directors counts as adoption, provided other persons entitled to attend meetings have been informed and have agreed, and the articles of association do not exclude the route (art. 2:210(5) DCC). That adoption also gives discharge. Record the date and signing.
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Preparing Dutch annual accounts?
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