Must a vof file annual accounts with the KVK?
As a rule, no. A vof (general partnership) is not a legal entity and falls outside Title 9 Book 2 of the Dutch Civil Code. One exception in art. 2:360(2) DCC changes that completely, and anyone who misses it files too late or too much.
The short answer
No, as a rule not. A Dutch vof or cv falls under Title 9 Book 2 of the Dutch Civil Code and the filing duty (art. 2:394 DCC) only if all partners who are fully liable are capital companies under foreign law (art. 2:360(2) DCC). Every vof must however keep records (art. 3:15i DCC), with a seven-year retention period.
Updated 30 October 2026
Key facts
| Rule | A vof or cv is not a legal entity and does not fall under Title 9: no annual accounts to file |
| Exception | art. 2:360(2) DCC: all fully liable partners are capital companies under foreign law |
| Always | Record-keeping duty (art. 3:15i DCC); art. 2:10(2) to (4) DCC apply accordingly: balance sheet and statement of income and expenses, retain for seven years |
| Dutch BV as partner | Does not make the vof subject to the duty; the BV files its own annual accounts |
The rule and the exception
This title also applies to a limited partnership or a general partnership of which all partners who are fully liable towards creditors for the debts are capital companies under foreign law.
By 'this title' the law means Title 9: the rules on annual accounts, the management report, audit and publication. If the vof is not in art. 2:360, the filing duty of art. 2:394 does not apply. For an ordinary vof of two entrepreneurs there is therefore nothing to file. The exception is narrow: it must be all fully liable partners, and they must be capital companies under foreign law, for example a British limited or a German GmbH. If there is one natural person or one Dutch BV among the managing partners, the vof is not covered.
What a vof must keep
A vof is a partnership (maatschap) under a common name. It is free of the annual accounts duty, not of record-keeping. Anyone who runs a business must keep records from which the financial position and the rights and obligations can be seen (art. 3:15i(1) DCC), and paragraphs 2 to 4 of art. 2:10 DCC apply accordingly (paragraph 2). The vof must therefore prepare a balance sheet and a statement of income and expenses (art. 2:10(2), via art. 3:15i(2)): in practice a balance sheet and profit and loss account for the partners, for each partner's tax return and for the bank, but not for the Business Register. See annual accounts of a vof for the set-up with capital accounts.
Three situations side by side
| Partners (fully liable) | Title 9 and filing? | Reason |
|---|---|---|
| Two natural persons | No | Not capital companies; vof outside art. 2:360 |
| A Dutch BV and a natural person | No for the vof; the BV files its own annual accounts | Not all partners are foreign capital companies |
| Two Dutch BVs | No for the vof; each BV files itself | Dutch BVs are not capital companies under foreign law |
| Only a German GmbH and a British limited | Yes | All fully liable partners are foreign capital companies (art. 2:360(2) DCC) |
In a limited partnership (commanditaire vennootschap) only those who are fully liable count: the managing partners. The limited partners, who merely make a contribution, do not count.
Case: Haven Horeca vof
Haven Horeca is a vof of two brothers, with net turnover of € 1,1 million and 11 employees. Each year they prepare a balance sheet and profit and loss account for the bank and for both brothers' income tax returns. They file nothing with the KVK. That is correct: the vof is not in art. 2:360.
In 2026 the brothers contribute the business to a new limited partnership (cv), with a German GmbH and a British limited as the only managing (fully liable) partners; they themselves become limited partners. From that moment the cv falls under art. 2:360(2). It must then make annual accounts public under Title 9, no later than twelve months after the end of the financial year (art. 2:394(3) DCC). The law does not set an adopting body or a preparation deadline for a cv or vof; who prepares and adopts the annual accounts is for the partners to arrange themselves. With a balance sheet total of € 600.000, turnover of € 1,1 million and 11 employees, the cv exceeds all three micro limits, so it is a small legal entity.
What Jaarrekening.io does here
The app offers the annual accounts route for a vof or cv only if all fully liable partners are foreign capital companies. For the ordinary vof, bookkeeping is available, with the VAT return; income tax follows soon.
Sources
Frequently asked questions
Must a vof file annual accounts with the KVK?
As a rule, no. A vof does not fall under Title 9. Only if all fully liable partners are capital companies under foreign law does Title 9 apply, and so the filing duty (art. 2:360(2) DCC).
Must a vof keep bookkeeping records?
Yes. Anyone who runs a business must keep records and retain them for seven years (art. 3:15i DCC, referring to art. 2:10 DCC). A balance sheet and profit and loss account for the partners and their tax returns are indispensable in practice.
What if one of the partners is a BV?
Then not every fully liable partner is a foreign capital company and the vof does not fall under art. 2:360(2). The BV itself files its own annual accounts if it is a legal entity under Title 9.
Does a limited partner (commanditaire vennoot) count for art. 2:360(2)?
No. The provision looks at the partners who are fully liable towards creditors, which in a cv means the managing partners.
What is the difference between a vof and a BV for annual accounts?
A BV is a legal entity, falls under Title 9 and must prepare, adopt and file its annual accounts. A vof is not a legal entity and has no such obligation, unless it falls under art. 2:360(2).
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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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