Must a former director sign the annual accounts?
Not merely because of earlier involvement. Look at the board when preparing and signing, and record changes of directors.
Short answer
Not merely because of earlier involvement. Look at the board when preparing and signing, and record changes of directors.
Basis: art. 2:210(2) and (5) DCC
Who is a director on the signing date?
Under art. 2:210(2) DCC, the annual accounts are signed by the directors and supervisory directors. A former director does not become a signatory again solely because of historical involvement. The composition of the board at completion is relevant. In case of a change between preparing and signing, the specific situation requires further assessment.
Check the formal dates of appointment and dismissal. Someone who has put down their daily work has not necessarily legally resigned. Conversely, a new director may already be appointed while the administrative handover is still under way. Bring in the resolutions and registration data and have differences looked into. Do not thoughtlessly state in the annual accounts the names from the previous report. An automatically carried-over signature block may therefore be incorrect. The same attention applies to supervisory directors and to a legal entity acting as director. Establish who acts with authority on behalf of that legal entity.
What does a new director do with old figures?
A new director must receive enough information to be able to complete the annual accounts responsibly. Ask the predecessor about important estimates, obligations, claims and agreements that are not clear from the ledger. Keep the answers and underlying documents. The handover may also include confirmations from external parties, such as a bank balance or loan overview. You do not resolve uncertainty about an old period by simply putting the former director's name on the report. Investigate the available data and, if necessary, call in expert support for items that are material or difficult to assess.
If the signature of a director or supervisory director who must sign is missing, art. 2:210(2) DCC requires that to be stated with the reason. That is something different from leaving a departed director in place as the current director. Give a genuine reason and, in case of a conflict, have the wording assessed. A missing signature can also have consequences for the special adoption by signing under art. 2:210(5) DCC. Therefore do not assume that in a DGA structure the annual accounts are automatically adopted when not everyone required to has signed.
How do you state a missing signature?
Finally, record the timeline: preparation date, change of directors, signing and shareholders' resolution. Link these to the correct version of the annual accounts. A change does not release the BV from its duty to make the accounts public, so the filing planning must also be monitored. Seek legal advice in good time if the composition changes during completion or directors want to sign different versions. For an ordinary handover, a short, clear file note already prevents a lot of confusion. It states who had which role and what information was handed over, without suggesting a responsibility that does not follow from the formal position.
Sources
Frequently asked questions
Must last year's director always sign?
The position on the relevant signing date is decisive, not just the period the figures relate to.
Can a new director sign blindly?
No. He must receive enough information to bear his responsibility.
What if a signature is missing?
State the reason with the annual accounts if a director or supervisory director who must sign does not.
Read more
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.
Get started