Who must sign the annual accounts?

The short answer

All directors and, where there are any, all supervisory board members sign the annual accounts. If a signature is missing, the reason must be stated.

Basis: art. 2:210 DCC

Which persons put their signature on it?

Art. 2:210(1) DCC requires the board to prepare and sign the annual accounts. Where there is a supervisory board, its members sign as well.

Check the composition of the board and the supervisory board at the time of signing. The signatures belong to the annual accounts prepared by the board, not merely to the submit button of the KvK portal. If the BV (private limited company) has two directors and one supervisory board member, the law in principle expects three signatures. An authorised agent who submits the digital file does not automatically take the place of those signatories. Keep a signed copy with the decision-making file.

What happens if a signature is missing?

If the signature of a director or supervisory board member is missing, this is noted, stating the reason. The absence of a signature does not in itself prove that there was no internal agreement.

Suppose one director is absent for a long time. Do not silently leave the space empty and do not copy an old signature. State on the annual accounts why that signature is missing and record who assessed this. A missing signature does not in itself indicate substantive disagreement; illness, departure or practical unavailability may also play a role. That is precisely why the law requires a reason. In case of a change of directors, look at the date on which the annual accounts are actually prepared and signed.

When are the annual accounts also adopted?

Signing is something different from adoption. The board prepares and signs; the general meeting adopts (art. 2:210(3) DCC). If all shareholders are also directors, signing counts under conditions as adoption at the same time (art. 2:210(5) DCC).

For an ordinary BV, the general meeting adopts the annual accounts after the board has prepared them. The articles of association may contain a relevant exception where all shareholders are also directors: signing may then amount to adoption at the same time, unless the articles provide otherwise. Record the adoption date separately, because filing follows within eight days from that moment. A digital receipt from the KvK says nothing about internal decision-making. So before filing, check both the signatures and the shareholder resolution or the applicable provision in the articles.

Which checks do you carry out just before filing?

Pull up the current data on directors and supervisory board members and compare it with the signature page. A BV can get a new director on 1 March while the annual accounts for the preceding year are not prepared until June. Check who is authorised at the time of preparation and document any changes. Have the signatories see the same final version; a signature on draft A with a submitted version B makes the file unclear. Therefore keep a version code, the adoption date and the signed copy together. A digital signature can help technically, but the persons named by law remain decisive.

Check separately whether the general meeting still has to take a resolution. For example: if two directors sign on 1 August but not all shareholders are also directors, ordinary adoption has not automatically been arranged. Schedule the resolution and note the date on which it was actually taken. The KvK period of eight days runs from adoption. If the articles of association say that signing does count as adoption at the same time, you must count from signing instead. Keep the provision of the articles with the file so that next year nobody has to guess again.

Sources

• KvK: composition and signing
• KvK: adoption and deadline

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