Must my holding prepare consolidated annual accounts?
A holding company consolidates in principle, unless e.g. the small group exemption (art. 2:407 DCC) or the intermediate holding exemption (art. 2:408 DCC) applies.
The short answer
A holding company consolidates in principle, unless e.g. the small group exemption (art. 2:407 DCC) or the intermediate holding exemption (art. 2:408 DCC) applies.
Basis: art. 2:406-408 DCC
When does a subsidiary belong to the scope of consolidation?
Consolidation means that the figures of the group companies are combined as if they were one business, with intercompany positions eliminated. The main rule is in art. 2:406 DCC.
Start with actual control and the group relationships, not with the word 'holding' on the letterhead. A parent that directs the financial and operating policy of a subsidiary may have a duty to consolidate under art. 2:406 DCC. Do not count intercompany receivables and payables as transactions with third parties. If the holding has a receivable of € 100,000 from the subsidiary and the subsidiary has exactly that debt, both items disappear on consolidation. The single-entity annual accounts remain relevant for separate resolutions and distributable reserves.
How do you calculate the small group exemption?
A small group may be exempt from consolidation under art. 2:407(2) DCC. Test the size of the group using the relevant assets, net turnover and employees; also assess the other statutory conditions, including exceptions for certain public-interest entities.
For financial years starting on or after 1 January 2024, the small-size limits are € 7.5 million of assets, € 15 million of net turnover and fewer than 50 employees. Assess the group on the basis of the relevant combined figures and the statutory two-year test. Two subsidiaries with € 5 million of assets each are not automatically two small groups; together their figures may exceed the balance sheet limit. Also assess turnover and employees, because two out of three criteria are decisive. Take intercompany transactions and the exact statutory calculation rules into account before you apply the exemption.
Which conditions apply to an intermediate holding?
For an intermediate holding that is itself included in a consolidation higher up, the exemption of art. 2:408 DCC applies, provided all conditions are met — including the shareholders' consent and filing of the consolidated annual accounts.
An intermediate holding may in some cases refrain from its own consolidation under art. 2:408 DCC when its figures are included in higher-level consolidated annual accounts. That is not an automatic exemption for every subsidiary of a foreign group. Check, among other things, the required consent of shareholders, the publication of the higher-level annual accounts and the applicable reporting rules. Record the choice and its justification with the annual accounts, so it remains visible later why no consolidated columns were added. After a new acquisition the test must be performed again.
How do you document the group assessment?
For each balance sheet date, draw up a simple overview of all participations, percentages and actual control. Note for each company the financial year, the valuation principles used and any intercompany loans. A subsidiary bought only on 1 October requires different treatment than a subsidiary that was part of the group for the whole year. Reconcile the intercompany receivables and payables: if the holding has a receivable of € 60,000 and the subsidiary shows a debt of only € 58,000, first investigate the difference of € 2,000. Without such a reconciliation, a consolidated balance sheet is not reliable.
If you rely on the small group exemption, record which two of the three criteria were met and how the group figures were determined. For an intermediate holding, also keep the higher-level consolidated annual accounts, the required shareholder consent and the proof of publication. A statement 'the parent already consolidates' without these data is insufficient support. Repeat the test when a subsidiary is sold, a joint venture arises or a foreign parent changes reporting framework. The choice affects not only the number of pages of the annual accounts, but also which performance and debts are visible to users.
Sources
Frequently asked questions
Is a holding without staff automatically exempt?
No. The exemption depends on group figures and the statutory criteria; zero employees alone is not decisive.
Does an intercompany loan count in the group balance sheet?
On consolidation, intercompany receivables and payables are eliminated.
Do I have to test the exemption again every year?
Yes. Growth, a sale or a different group structure can change the outcome.
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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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