Must I file annual accounts that are not yet adopted?
Yes, once the statutory period for adoption has passed. File the prepared annual accounts and state that they have not yet been adopted.
The short answer
Yes, once the statutory period for adoption has passed. File the prepared annual accounts and state that they have not yet been adopted.
Legal basis: art. 2:210 and 2:394(2) and (3) DCC
When do you publish a version that is not yet adopted?
A missing adoption resolution is not an unlimited postponement of publication. Art. 2:394(2) DCC requires the board, under the conditions stated there, to publish the prepared annual accounts without delay. State that they have not yet been adopted. Do not confuse this with filing an incomplete worksheet that exists only as an internal draft.
The statutory test follows the period for preparation. If the annual accounts have not been validly adopted within two months after that period ended, the board must act. For a BV, art. 2:210 DCC is relevant for the preparation period and a possible extension for special circumstances. In addition, the final publication period of twelve months after the financial year in art. 2:394(3) DCC applies. Calculate both limits from your own situation. Do not wait for a shareholders' meeting that can only take place after the applicable period without arranging publication separately.
How do you state the status at the KVK?
Make sure the board has actually prepared the figures and notes. The label 'not adopted' describes the absence of adoption by the shareholders, not an exemption from substantive care. Check the balance sheet, result, accounting policies and relevant uncertainties as far as they belong to your regime. Collect the signatures or state the reason for a missing signature under art. 2:210(2) DCC. A software status 'draft' can mean something different from the legal status. So agree which version is submitted and how the status appears in the publication.
For filing via SBR, the KVK describes that no adoption date is entered for an unadopted annual accounts. Do not invent a date to get past an input screen. Check which filing route supports this status; do not assume without verification the same steps as for an adopted publication in the self-filing portal. If needed, ask an intermediary or the KVK for the suitable route. Keep the submitted version and the confirmation. Note in your own file why adoption has not yet taken place and who monitors the follow-up. That makes the chosen status explainable later.
What do you do after later adoption?
As soon as the annual accounts are validly adopted, the adopted version must be published within the applicable period. The KVK explains that an unadopted report can be replaced by a new unadopted version or an adopted set of annual accounts. Check whether the content has changed in the meantime and make any changes consistent with the resolution. Keep both versions with their status and date. That way a lender can understand why a provisional publication document was available earlier. The route without adoption helps to comply with the publication duty, but does not remove the need to complete the shareholders' resolution carefully.
Sources
Frequently asked questions
May you wait indefinitely for the shareholders?
No. The law also provides for publishing prepared annual accounts that have not yet been adopted.
Do you then enter an adoption date?
On the SBR route for an unadopted version, the KVK says to leave that date out.
Must the adopted version still be filed later?
Yes. Publish the final version within the applicable period after valid adoption.
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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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