Title 9 Book 2 DCC: the Dutch annual accounts article by article
Title 9 of Book 2 of the Dutch Civil Code (BW) is the law on annual accounts. Here you find every article with the current text, what it means in practice and what differs per size class.
The short answer
Title 9 of Book 2 of the Dutch Civil Code (art. 2:360 to 2:455 DCC) governs the annual accounts and the management report of, among others, the Dutch BV, NV and cooperative. Title 9 has sixteen sections. Below you find per article the statutory text, plain-language explanation, what applies per size class and which RJ chapter elaborates it.
Updated 30 October 2026
Key facts
| Place in the law | Dutch Civil Code (Burgerlijk Wetboek), Book 2 (Legal entities), Title 9: Annual accounts and management report, art. 2:360 to 2:455 |
| Current text | Status of 1 July 2026 on wetten.overheid.nl, checked on 27 October 2026 |
| Elaboration | Guidelines for annual reporting: the RJ bundle for medium-sized and large, the RJk bundle for micro and small |
| Decrees based on Title 9 | Decree on annual accounts models (Besluit modellen jaarrekening, art. 2:363(6) DCC), Decree on current value (Besluit actuele waarde), Decree on tax valuation policies (Besluit fiscale waarderingsgrondslagen, art. 2:395a(7) and 2:396(6) DCC) |
What Title 9 governs
Title 9 says which documents a legal entity prepares every year, what they look like, which policies apply and what becomes public. The law gives the structure: which items are on the balance sheet, which disclosures belong in the notes and how you measure. It leaves the detail largely to what is acceptable in society (art. 2:362(1) DCC). The Dutch Accounting Standards Board describes those standards in the Guidelines.
Alongside the law are three general administrative orders that rest on Title 9. The Decree on annual accounts models prescribes the order of the items. The Decree on current value says what current value is per type of asset. The Decree on tax valuation policies governs how a micro or small legal entity may use tax-based policies.
What Title 9 does not govern: who prepares, signs and adopts the annual accounts, and within what period the board prepares them. That is set per legal form elsewhere in Book 2, for the BV in art. 2:210 DCC. The duty to keep records is also outside Title 9, in art. 2:10 DCC.
Who Title 9 applies to
Title 9 always applies to the BV, the NV, the cooperative and the mutual insurance association, regardless of size. A vof or cv falls under it only when every partner who is fully liable for the debts is a limited-liability company under foreign law. A foundation or association falls under it if its enterprises achieve at least € 7,5 million net turnover for two financial years in a row. The details are at art. 2:360 DCC.
Not under Title 9 are the sole proprietorship, the partnership (maatschap), the ordinary vof and cv, and the foundation or association below that turnover threshold. They do keep records; legal entities also prepare a balance sheet and a statement of income and expenditure within six months (art. 2:10 DCC). Filing with the KVK is then not required.
The sixteen sections
| Section | Articles | What it governs |
|---|---|---|
| 1. General provision | 2:360 | Which legal entities and companies Title 9 applies to |
| 2. General provisions on the annual accounts | 2:361–2:363 | What the annual accounts are, the true and fair view requirement, IFRS, language and currency, layout and comparative figures |
| 3. Balance sheet and notes | 2:364–2:376 | Every balance sheet item, from intangible fixed assets to liabilities and guarantees |
| 4. Profit and loss account | 2:377 | The by-nature and by-function layouts, net turnover, exceptional items |
| 5. Special rules for the notes | 2:378–2:383e | Movement in equity, participating interests, off-balance-sheet obligations, staff, remuneration |
| 6. Accounting policies | 2:384–2:390 | Measurement, depreciation, impairment, participating interests and revaluation |
| 7. Management report | 2:391–2:391a | Content of the management report and the separate annual reports |
| 8. Other information | 2:392 | Auditor's report, statutory profit appropriation and other information to be added |
| 9. Expert examination | 2:393 | The statutory audit by an accountant |
| 10. Disclosure | 2:394–2:395 | Filing with the Business Register and other disclosure |
| 11. Exemptions by size | 2:395a–2:398 | Micro, small and medium-sized, the first financial year and deviation by the general meeting |
| 12. Legal entities of different nature | 2:399–2:404a | Among others the group exemption of art. 2:403 |
| 13. Consolidated annual accounts | 2:405–2:414 | Duty to consolidate, exemptions and group disclosures |
| 14. Banks | 2:415–2:426 | Own models and rules for banks |
| 15. Insurance companies | 2:427–2:446 | Own models and measurement for insurers |
| 16. Legal proceedings | 2:447–2:455 | The annual accounts procedure before the Enterprise Chamber (Ondernemingskamer) |
How to read a legal reference
Take art. 2:396(1)(a) DCC. The "2" is the book of the Dutch Civil Code, Book 2 on legal entities. The number after the colon is the article number: 396. "Paragraph 1" is the first numbered paragraph of that article and "(a)" (also written "sub a" or "part a") the first item of the list in that paragraph. Together this concerns the balance sheet total limit for a small legal entity: ≤ € 7,5 mln.
- Title and section. Title 9 is the ninth title of Book 2; sections and subsections (§) group the articles. Whoever cites an article names only the book and article number; the title is not in it.
- Sentence. A paragraph can have more sentences. "Paragraph 2, second sentence" is the second sentence of paragraph 2.
- Opening words. In a list the opening words are the introductory sentence. "Opening words and (b)" you read as: the introduction plus item b.
- Jo. Abbreviation of the Latin juncto, "in connection with". "Art. 2:373(4) jo. 2:365(2) DCC" means that you read both provisions together.
- Letters after the number. Article 395a or 383e was inserted later and simply takes its place in the numbering.
Which sections apply per size class
The size class determines how much of sections 3 to 9 you must apply. The class follows from two of the three criteria on two consecutive balance sheet dates; the limits below apply to financial years beginning on or after 1 January 2024.
| Class | Limits (2 of 3) | What falls away or is limited |
|---|---|---|
| Micro (art. 2:395a DCC) | Balance sheet total ≤ € 450.000, net turnover ≤ € 900.000, < 10 employees | A concise balance sheet and profit and loss account; section 5, the disclosure rules of section 6 and sections 7, 8 and 9 fall away. Only the abridged balance sheet is made public. |
| Small (art. 2:396 DCC) | Balance sheet total ≤ € 7,5 mln, net turnover ≤ € 15 mln, < 50 employees | Section 3 only for the items of paragraph 3; gross operating result in the profit and loss account; no management report, other information or statutory audit. Public: balance sheet and notes. |
| Medium-sized (art. 2:397 DCC) | Balance sheet total ≤ € 25 mln, net turnover ≤ € 50 mln, < 250 employees | Full annual accounts and audit requirement, with some exemptions; less detail in the published balance sheet and notes. |
| Large | Above two of the three limits for medium-sized | All sections in full. |
Two exceptions. In the first financial year the position at the first balance sheet date decides, and that class also applies to the second year (art. 2:398(1) DCC). And the general meeting can decide, at the latest six months after the start of the financial year, not to use the exemptions (paragraph 2). See also the page on size criteria.
Map: all articles in this guide
Sections 1 and 2: scope and general rules
- Art. 2:360 DCC: to whom Title 9 applies, with the turnover threshold for foundations and associations
- Art. 2:361 DCC: what the annual accounts are, the operating account and the group disclosures of paragraph 4
- Art. 2:362 DCC: the true and fair view requirement, profit appropriation in the balance sheet, correction after adoption, language, currency and IFRS
- Art. 2:363 DCC: layout, prohibition of offsetting, materiality, comparative figures and the Decree on annual accounts models
Section 3: the balance sheet and its notes
- Art. 2:364 DCC: the main layout: fixed and current assets, equity, provisions and liabilities
- Art. 2:365 DCC: intangible fixed assets and the statutory reserve for development costs
- Art. 2:366 DCC: tangible fixed assets and the limited right of use
- Art. 2:367 DCC: financial fixed assets: participating interests and long-term receivables
- Art. 2:368 DCC: the reconciling movement schedule of fixed assets
- Art. 2:369–2:372 DCC: inventories, receivables, securities and cash and cash equivalents
- Art. 2:373 DCC: the equity items and the statutory reserves
- Art. 2:374 DCC: provisions
- Art. 2:375 DCC: liabilities, terms, security and subordination
- Art. 2:376 DCC: guarantees and liability for the debts of others
Sections 4 to 6: profit and loss account, notes and measurement
- Art. 2:377 DCC: the layout of the profit and loss account and net turnover
- Art. 2:378 DCC: the movement in equity
- Art. 2:379 DCC: the list of participating interests
- Art. 2:380 to 2:380d DCC: turnover breakdown, events after the balance sheet date, identity and profit appropriation
- Art. 2:381, 2:381a and 2:381b DCC: off-balance-sheet obligations, related parties and financial instruments
- Art. 2:382 and 2:382a DCC: employees and the accountant's fees
- Art. 2:383 to 2:383e DCC: remuneration of directors and supervisory directors
- Art. 2:384 DCC: the accounting policies: cost or current value, prudence and continuity
- Art. 2:385 DCC: separate measurement and own shares
- Art. 2:386 DCC: depreciation, also on development costs and goodwill
- Art. 2:387 DCC: impairment
- Art. 2:388 DCC: acquisition and production cost
- Art. 2:389 DCC: participating interests at net asset value
- Art. 2:390 DCC: the revaluation reserve
Sections 7 to 11: report, accountant, disclosure and size classes
- Art. 2:391 and 2:391a DCC: the management report
- Art. 2:392 DCC: the other information
- Art. 2:393 DCC: the audit by an accountant
- Art. 2:394 DCC: disclosure and the filing period
- Art. 2:395 DCC: disclosure in a way other than via the Business Register
- Art. 2:395a DCC: the micro legal entity
- Art. 2:396 DCC: the small legal entity
- Art. 2:397 DCC: the medium-sized legal entity
- Art. 2:398 DCC: the first financial year, deviation by the general meeting and exceptions
Sections 12 and 13: groups and consolidation
- Art. 2:402 DCC: the abridged profit and loss account on consolidation
- Art. 2:403 DCC: the group exemption with the 403 declaration
- Art. 2:405 and 2:409–2:414 DCC: the consolidated annual accounts
- Art. 2:406 DCC: who must consolidate
- Art. 2:407 DCC: exemptions from consolidation
- Art. 2:408 DCC: the intermediate holding company exemption
Outside Title 9, but indispensable for the annual accounts
- Art. 2:10 DCC: duty to keep records, balance sheet and statement of income and expenditure, retention duty
- Art. 2:210 DCC: preparation, signing and adoption at the BV
- Art. 2:216 DCC: distributions by the BV: balance sheet test and distribution test
- Art. 2:248 DCC: directors' liability in bankruptcy
How these pages are made
The statutory text appears verbatim in a quotation block, taken from the status of Book 2 in force since 1 July 2026. Statutory texts are free of copyright (art. 11 Dutch Copyright Act). With each article it states when the current text entered into force, with a link to the overview of amendments on wetten.overheid.nl.
The explanation and the cases are our own text. Where a page refers to the RJ or the RJk, it names the paragraph number and summarises the rule in its own words; the bundles themselves are protected by copyright. In case of doubt the statutory text prevails, and for a specific case your accountant or adviser.
Sources
- Dutch Civil Code Book 2, status in force from 1 July 2026 (wetten.overheid.nl)
- Title 9 Book 2 DCC: Annual accounts and management report (wetten.overheid.nl)
- Decree on annual accounts models (wetten.overheid.nl)
- KVK: whether or not to file annual accounts
- KVK: which company class your business falls into
- Dutch Accounting Standards Board: the Guidelines
Frequently asked questions
What is Title 9 Book 2 DCC?
Title 9 of Book 2 of the Dutch Civil Code (BW) is the statutory regime for the annual accounts and the management report (art. 2:360 to 2:455 DCC). It determines who prepares annual accounts, which items and disclosures belong in them, which accounting policies apply, when an accountant audits and what becomes public at the KVK. The Guidelines for annual reporting elaborate the law.
Does Title 9 apply to a sole proprietorship?
No. Title 9 applies to the BV (private limited company), NV (public limited company), cooperative and mutual insurance association, to a limited partnership (cv) or general partnership (vof) whose fully liable partners are all foreign limited-liability companies, and to a foundation or association above the turnover threshold of art. 2:360(3) DCC. A sole proprietorship does keep records for tax purposes, but does not prepare annual accounts under Title 9 and files nothing.
What is the difference between Title 9 and the RJ?
Title 9 is law: the rules are binding. The Guidelines of the Dutch Accounting Standards Board are not law, but describe what is regarded as acceptable in society, to which art. 2:362(1) DCC refers. Courts and accountants take them as the yardstick. Micro and small follow the RJk bundle, medium-sized and large the RJ bundle.
Where do I find the current text of Title 9?
On wetten.overheid.nl, under Burgerlijk Wetboek Boek 2. Choose the date for which you want to read the text; for annual accounts you are preparing now, that is the text in force since 1 July 2026. For each article the overview of amendments shows when it was last amended.
What does jo. mean in a legal reference?
Jo. stands for juncto, Latin for 'in connection with'. A reference such as art. 2:373(4) jo. 2:365(2) DCC means that the two provisions together give the rule: here that the reserve for capitalised development costs is a statutory reserve.
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Preparing Dutch annual accounts?
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