Dormant BV: do I have to prepare and file annual accounts?

The short answer

Yes. In law a dormant BV is simply a BV: the board keeps records, prepares annual accounts every year, has them adopted and files them no later than twelve months after the financial year (art. 2:10 and 2:394 DCC). Usually the micro balance sheet is enough. Only dissolution or striking off ends the duty.

Updated 30 October 2026

Dormant is not a legal form

The dormant BV does not appear in the Dutch Civil Code. There is no exemption for a BV without turnover, staff or customers. As long as the company is in the Business Register, the annual accounts duty of Title 9 applies (art. 2:360 DCC). The KVK says so too: the duty to file lasts until the legal entity has been dissolved. The short explanation is already on must I file without turnover; this page goes deeper into what is then in the documents and what the consequences of staying away are.

What you must do every year

1. Keep and retain records. Even without transactions the board must keep records from which the rights and obligations can be seen, and retain them for seven years (art. 2:10 DCC). Statements of the only account are already a set of records.
2. Prepare the annual accounts within five months after the financial year (art. 2:210(1) DCC).
3. Adopt by the general meeting or by signing if all shareholders are directors (art. 2:210(5) DCC). See adopting without a meeting.
4. File within eight days of adoption and no later than twelve months after the financial year (art. 2:394 DCC); for a calendar year the KVK names 31 December as the absolute final date.
5. Corporate income tax return. According to the Dutch Tax Administration, entities such as companies must file a corporate income tax return. For a BV without activities too, check with the Tax Administration or your adviser what applies to you; that is separate from the annual accounts.

What is in the annual accounts of a dormant BV

Practically every dormant BV is a micro-enterprise. A micro BV files only an abridged balance sheet (art. 395a(8) DCC). Preparing it remains work: the balance sheet must be right, even if the amounts are small. It almost always involves a bank account, sometimes a receivable or liability to the shareholder (current account), sometimes a participating interest, and on the other side equity. The profit and loss account contains bank charges, bookkeeping costs and any interest.

Case: Lindeboom Participaties BV (fictional). The BV has been dormant since 2023 and owns only a bank account. Equity started 2025 at € 5.300 (share capital € 100, other reserves € 5.200). In 2025 € 40 of interest was received, € 190 of bank charges were paid and € 450 of bookkeeping costs were incurred, of which € 250 was paid and € 200 is still to be paid.

Equity is € 4.700 (100 + 4.600). The loss of € 600 is taken to other reserves. The outstanding invoice is shown as a liability; a micro BV does not recognise separate accruals. All amounts balance.

What happens if you do nothing

• Fine or prosecution. The KVK writes that filing late is an offence: you can receive a fine or the Public Prosecution Service can act.
• Liability on bankruptcy. Failing to comply with art. 2:10 DCC or art. 2:394 DCC gives, on bankruptcy, the presumption of evidence of art. 2:248(2) DCC: improper performance of duties is assumed and presumed to be an important cause of the bankruptcy. A dormant BV can still go bankrupt, for example because of a tax debt.
• Dissolution by the KVK. If the BV is at least a year late with making its accounts public, and a second circumstance from the list of art. 2:19a(1) DCC also applies, the KVK can prepare the dissolution of the BV. That is done by registered letter and a period of eight weeks (art. 2:19a(3) and (4) DCC).

Winding up instead of dragging on

Anyone who no longer needs the BV can wind it up. The route depends on what is still in it; a BV without activities or assets may be able to disappear through turbo liquidation, see final annual accounts on a turbo liquidation. Finish the outstanding years first: a director who does not catch up the backlog runs the risk that the old gaps still count later. The KVK and the Tax Administration describe the steps on their own pages.

How it works at Jaarrekening.io

For a dormant BV, Jaarrekening.io makes the micro annual accounts with a publication version with only the balance sheet. The first set of annual accounts in your account is free, for every size class. The app files nothing: you submit the documents to the KVK yourself.

Sources

• Art. 2:10 DCC: records and retention period, text applicable from 1 July 2026 (wetten.overheid.nl)
• Art. 2:394 DCC: making public, text applicable from 1 July 2026 (wetten.overheid.nl)
• Art. 2:395a DCC: micro-enterprise, text applicable from 1 July 2026 (wetten.overheid.nl)
• Art. 2:248 DCC: directors' liability on bankruptcy, text applicable from 1 July 2026 (wetten.overheid.nl)
• Art. 2:19a DCC: dissolution by the Chamber of Commerce, text applicable from 1 July 2026 (wetten.overheid.nl)
• KVK: deadline for filing annual accounts
• Dutch Tax Administration (Belastingdienst): tax liability and corporate income tax return

Read more