Do I have to publish my profit and loss account?
Micro and small entities need not publish their profit and loss account with the KVK. They still prepare one internally; the publication version is more limited.
The short answer
Micro and small entities need not publish their profit and loss account with the KVK. They still prepare one internally; the publication version is more limited.
Basis: art. 2:396(8) DCC
What becomes public per size class?
Art. 2:396(8) DCC allows small legal entities to leave the profit and loss account out of the publication documents. The same applies to micro-entities (art. 2:395a DCC).
For micro and small entities, the profit and loss account may stay out of the documents made public. That does not mean you need not calculate a result internally: the board still needs annual accounts to assess equity and result. A more extensive publication regime applies to medium-sized entities and an abridged profit and loss account may be possible; large entities publish more detail. Check the KVK overview for the financial year concerned, because digital filing formats change too. A BV with € 900,000 turnover is not automatically micro or small on that figure alone: assets and employees count as well.
Why does the internal annual accounts differ from the publication version?
Medium-sized legal entities may publish an abridged profit and loss account; large legal entities publish the full statement.
Suppose the internal annual accounts show € 1.2 million turnover and € 120,000 profit. Those figures matter to shareholders and possibly the tax authority. A small BV can generally file an abridged balance sheet with limited notes, so the full statement of results does not end up in the public register. Note that certain balance sheet items or notes may still reveal information about the business; the publication version is not a confidentiality tool for everything. The thresholds determine how much must be made public. Discuss the choice with the board before an employee uploads the full internal PDF.
How do you avoid unnecessary disclosure?
If you voluntarily file more than the statutory publication documents, turnover and result data may become public. Check the output before sending. The KVK makes filings available for a limited period.
Before sending, open the exact file you are going to file and compare it with the requirements of your class. Are personal data, turnover overviews or non-mandatory internal analyses visible? Remove them from the publication version if they are not required, but leave mandatory data in. Also check that the file name and financial year are correct. When using the KVK portal you enter the data per class; with SBR software you assess the generated presentation. Keep the final publication version separate from the full adopted annual accounts.
What information can still be derived from the balance sheet?
An abridged balance sheet can show movements in equity. If equity rises from € 50,000 to € 80,000, a reader may suspect profit was made, but without information on contributions, distributions and other movements, € 30,000 is not automatically the profit for the year. Be precise, therefore: the exemption protects the statement of results from mandatory publication, not every possible insight into performance. Check whether the notes contain legally required information that says something about activities. The scope of the publication differs per class and the financial year concerned.
For a private limited company with two operating companies, you make a separate publication choice per legal entity. The turnover of one BV need not have the same disclosure status as that of the other, but group rules may affect their size class. Keep the full internal annual accounts separate from the digital publication data. Ask a second person to compare the KVK presentation with the chosen class before you send. After publication, you cannot treat an error or over-generous disclosure as if nobody could have seen the old information. Careful checking beforehand is therefore more practical than correcting afterwards.
Sources
Frequently asked questions
May I voluntarily file my profit and loss account?
First consider which data it makes public; the statutory minimum set for your size class may be smaller.
Does a small BV need an internal profit and loss account?
Yes. The restriction concerns publication, not the internal calculation of the result.
For medium-sized entities, is all turnover detail public?
The medium-sized publication regime has abridgement options; assess the current statutory set per financial year.
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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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