May I sign the annual accounts digitally?

The short answer

Yes, with a suitable electronic signature. Ensure demonstrable identity, the right document version and reliable evidence.

Basis: art. 2:210 and 3:15a DCC; art. 25 eIDAS Regulation

Which electronic signature is reliable?

Signing digitally is possible, but not every pasted image offers the same evidential value. The method must fit the purpose and the circumstances. Art. 2:210 DCC determines who signs the BV annual accounts. The rules on electronic signatures determine in addition when a digital method can have the legal effects of a handwritten signature.

The Rijksoverheid (Dutch central government) distinguishes ordinary, advanced and qualified electronic signatures. A scan of a signature is easy to copy. An advanced method ties data more strongly to person and document. Under art. 25 of the eIDAS Regulation, a qualified electronic signature is equated with a handwritten signature. For other electronic methods, art. 3:15a DCC, among others, is relevant for assessing reliability. So do not choose only on ease of use. Ask which identification, document protection and evidence data the chosen service actually supplies and retains.

Who signs the final version?

Have each authorised director and supervisory director sign the correct final version. Do not use a shared account with which an employee presses a button on behalf of everyone without proper authority. Check names, roles and the date of signing. After completion, download the signed document and the available evidence data. Test whether the signatures can still be verified when the file is opened outside the portal. A printout may show the visible name, but does not necessarily contain the digital evidence. So keep the original electronic file with the information with which the signing can be verified.

Do not change the document silently after it has been signed. A substantive adjustment can break the link between signature and document or make a new signing necessary. Keep the last approved version separate from working files. For a BV whose shareholders are all also directors, watch art. 2:210(5) DCC: under conditions, signing can at the same time mean adoption. The digital technique does not change that legal meaning. So before starting the signing round, check that the articles of association, other meeting rights and the chosen decision-making route are consistent with it.

How do you keep proof of signing?

Coordinate the internal signing separately from the technical submission to the KVK. A signed pdf is not automatically the required publication format for your situation. Publication can run through structured data while the signed full report stays in your own file. When unsure about the level of evidence, ask a lawyer or notary for advice, especially when the parties disagree or a large transaction is involved. A carefully chosen digital method can simplify the cooperation. It does not, however, take over from the board the check on authority, content, correct version and timely publication.

Sources

• Rijksoverheid (Dutch central government): electronic signature
• KVK: what do the annual accounts consist of?

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