My BV made a loss: what do I do with the annual accounts?

The short answer

A loss is no legal obstacle to preparing, adopting or filing. It reduces equity and forces a test: can the BV (Dutch private limited company) continue (art. 2:384(3) DCC), may dividends still be paid (art. 2:216) and is the board liable in bankruptcy (art. 2:248)?

Updated 30 October 2026

The annual accounts remain mandatory

A loss year changes nothing about the periods: prepare within five months, adopt, file within eight days and at the latest twelve months (art. 2:394 DCC). A loss is also no reason not to file; missing annual accounts only make matters worse in bankruptcy (art. 2:248(2) DCC).

Step 1: record the loss in equity

The loss is in the profit and loss account and goes into equity: normally charged to the other reserves. If that reserve is too small, equity becomes negative. That is allowed, but visible. Do check that an amount of statutory reserves, such as a revaluation reserve or a reserve for development costs, stays outside the loss; it may not be affected by the loss. See negative equity.

Step 2: test going concern

The annual accounts assume the continuation of the activities. If that assumption is wrong, or there is reasonable doubt about it, the influence on capital and result must be in the notes (art. 2:384(3) DCC). The RJ (Dutch Accounting Standards Board guidelines) indicates when that is the case, for example with low or negative equity, when financing conditions are no longer met or with dependence on support from third parties (RJ 170). A loss is therefore a signal, not an automatic consequence.

Step 3: no distributions that cannot be made

A BV may only distribute to the extent that equity exceeds the reserves that law or articles prescribe (art. 2:216(1) DCC). In addition, the board must refuse its approval if it knows or reasonably should foresee that after the distribution the BV will not be able to keep paying its due debts (paragraph 2). Directors who knew or reasonably should have foreseen that at the time of the distribution are jointly and severally liable to the BV for the shortfall; recipients who knew or should have foreseen it are liable up to at most the amount received (paragraph 3). See how much dividend may I pay.

Step 4: know the risk for directors

In bankruptcy every director is jointly and severally liable for the shortfall if the board has manifestly improperly performed its duties and it is plausible that this is an important cause (art. 2:248(1) DCC). Failing to meet the record-keeping or filing obligation already counts as improper performance, with the presumption that this was an important cause, subject to an unimportant omission (paragraph 2). Read article 2:248 DCC. This is a legal framework, not legal advice; get advice if the bankruptcy risk is real.

Case: Studio Noord BV

Studio Noord BV (fictional) makes a loss of € 62.000 in 2025 on a turnover of € 410.000. Equity began at € 48.000 (share capital € 100, other reserves € 47.900).

Equity: 100 − 14.100 = − € 14.000. Liabilities: 30.000 + 21.000 + 15.000 + 14.000 = 80.000. Together with equity 66.000. The board sees: equity is negative, the bank credit still runs for a year and the current account is subordinated. The subordination changes nothing about its place on the balance sheet: it remains a liability and does not make equity positive. In the notes the board describes the loss, the liquidity forecast for 2026 and the bank's promise to extend the credit, with the date of that promise. As long as that promise is concrete, the going-concern basis can be maintained; if it is not there, the uncertainty belongs in the notes. Dividends are not an issue in 2026.

How it works at Jaarrekening.io

Jaarrekening.io makes the publication version per size class. The judgments on going concern and on the notes that go with it remain with the board; the app gives no legal advice. The first annual accounts in your account are free, for every size class.

Sources

• Art. 2:384 DCC: valuation and going concern, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
• Art. 2:216 DCC: distributions by the BV, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
• Art. 2:248 DCC: director liability in bankruptcy, 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)
• Dutch Accounting Standards Board (Raad voor de Jaarverslaggeving): RJ 170 Discontinuity and material uncertainty about going concern

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