Does a foundation have a general meeting, and who adopts the annual accounts?
No: a Dutch foundation (stichting) has no members and so no general meeting. For a foundation under Title 9, the body named in the articles adopts the annual accounts, otherwise the supervisory body, otherwise the board (art. 2:300(3) DCC). At an association the members' meeting does that. Filing is only required above € 7,5 million of turnover from an enterprise.
The short answer
No: a Dutch foundation (stichting) has no members and so no general meeting. For a foundation under Title 9, the body named in the articles adopts the annual accounts, otherwise the supervisory body, otherwise the board (art. 2:300(3) DCC). At an association the members' meeting does that. Filing is only required above € 7,5 million of turnover from an enterprise.
Updated 30 October 2026
Why a foundation has no general meeting
A foundation is a legal entity without members. It is run by a board and often, but not mandatorily, has a supervisory board or supervisor. A body in which the members vote therefore does not exist. An association works differently: the members' meeting is the highest body and, at an association with an enterprise above the threshold, adopts the annual accounts.
Who adopts the annual accounts of a foundation therefore follows from the articles of association. Read those first. If they name a supervisory board, a core group or another body with powers over the annual accounts, that is usually the answer.
Who adopts: the rules per situation
| Legal entity | Who adopts the annual accounts | Period and basis |
|---|---|---|
| Foundation under Title 9 (art. 2:360(3) DCC) | The body designated by the articles; without designation the supervisory body; then the board | Prepare within six months, extendable by at most four; adopt at the latest one month after that period (art. 2:300(1) and (3) DCC) |
| Foundation outside Title 9 | The law designates no body; the articles determine it, in practice board or supervisor | Board prepares a balance sheet and statement of income and expenditure within six months on paper (art. 2:10(2) DCC) |
| Association under Title 9 | The general meeting of the members; adoption does not extend to release | Prepare in six months, extendable by at most four; adopt at the latest one month after that (art. 2:49 DCC) |
| Association outside Title 9 | The members' meeting approves the balance sheet and statement of income and expenditure | Within six months, extendable by the meeting; without an auditor's report or supervisory board it appoints an audit committee (art. 2:48 DCC) |
At a foundation under Title 9, the directors and the members of the supervisory body sign the annual accounts, and if a signature is missing, the reason is stated (art. 2:300(2) DCC). Unlike for the association and the BV, article 2:300 contains no sentence on release of directors. Record discharge therefore in the articles or in a separate decision.
What this means for filing
Title 9 applies to a foundation or association only if it runs an enterprise that is in the Business Register and the net turnover of those enterprises in two consecutive financial years is half or more of the threshold of € 15 million in article 2:396(1)(b), so € 7,5 million (art. 2:360(3) DCC). The KVK writes that foundations and associations must reach that threshold in order to file (KVK). Below that, you do not have to file anything with the KVK. If you have ANBI status, there is a separate publication obligation on a website on top of that; the KVK expressly names it as separate from the filing obligation.
If the foundation does fall under Title 9, the ordinary rules apply: file within eight days after adoption and at the latest twelve months after the financial year (art. 2:394 DCC). A small foundation without profit motive may under conditions refrain from filing, provided it files an auditor's report and sends the documents free of charge on request (art. 2:396(9) DCC). If the foundation is required by law to make equivalent financial accountability public, for example in healthcare or at housing corporations, the first sentence of article 2:360(3) does not apply. See also does a foundation have a publication obligation and RJ 640.
Case: two foundations, two routes
Stichting Buurtfonds Noord runs no enterprise. The board (three persons) and a supervisory board (two persons) are in the articles; the supervisory board adopts the annual accounts. For 2025 the board prepares a balance sheet and a statement of income and expenditure before 30 June 2026. The supervisory board adopts on 22 June 2026. Nothing is filed.
Stichting Zorgplein runs a registered enterprise with a net turnover of € 8,1 million in 2024 and € 8,4 million in 2025. Both years are above € 7,5 million, so Title 9 comes into view. The board prepares the annual accounts 2025 before 30 June 2026. The articles put adoption with the supervisory board; it adopts on 14 July 2026, well within the limit of 30 July 2026, one month after the period for preparing. The board must then file at the latest on 22 July 2026, eight days later, and in any case before 31 December 2026.
Where it goes wrong
- Convening a general meeting that the articles do not know, instead of letting the body designated by the articles decide.
- Having the board adopt its own annual accounts while there is a supervisor that the articles make competent.
- Counting turnover from donations and subsidies towards the threshold of € 7,5 million; it concerns the net turnover of the enterprise.
- Thinking that an ANBI publication on your own website replaces filing with the KVK or the other way round.
How it works at Jaarrekening.io
For a foundation, Jaarrekening.io asks which body adopts the annual accounts under the articles and names that body in the adoption resolution. If nothing is laid down, the app follows the statutory order of article 2:300(3). Always check the articles yourself.
Sources
- Art. 2:300 DCC: foundation under Title 9, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:49 DCC: association under Title 9, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:48 DCC: association, approval by the members' meeting, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:10 DCC: record-keeping obligation, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Art. 2:360 DCC: scope of Title 9, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- KVK: Am I required to file my annual accounts? (in Dutch)
Frequently asked questions
Does a foundation have a general meeting?
No. A Dutch foundation (stichting) has no members, so no general meeting of members either. The board is the only mandatory body; in addition, the articles of association can set up a supervisory board or another body. Who adopts the annual accounts is determined by the articles.
Who adopts the annual accounts of a foundation?
For a foundation under Title 9, the body that the articles designate for that purpose, failing that the supervisory body and otherwise the board (art. 2:300(3) DCC). For a foundation outside Title 9, the law designates no body; the articles determine it. The board must in any case prepare a balance sheet and statement of income and expenditure within six months (art. 2:10(2) DCC).
Who adopts the annual accounts of an association?
The general meeting of the members. For an association under Title 9 it adopts them, at the latest one month after the period for preparing (art. 2:49(3) DCC). Outside that it approves the balance sheet and the statement of income and expenditure (art. 2:48(1) DCC). Without a supervisory board or auditor's report it appoints an audit committee (kascommissie) of at least two members.
Must a foundation file its annual accounts with the KVK?
Only if Title 9 applies: the foundation runs an enterprise registered in the Business Register with a net turnover of € 7,5 million or more in two consecutive financial years (art. 2:360(3) DCC). Below that, no. An ANBI publication obligation is a separate obligation.
Does adoption at a foundation automatically give discharge to the board?
The law does not say so. Article 2:300 DCC, unlike art. 2:49 and art. 2:210 DCC, contains no sentence on release. Always include discharge in the articles or in a separate decision of the body competent for it.
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Preparing Dutch annual accounts?
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