Article 2:10 DCC: the board's duty to keep records and retain them
Article 2:10 of the Dutch Civil Code obliges the board of every legal entity to keep records from which its rights and obligations can always be seen, to put a balance sheet and a statement of income and expenditure on paper within six months after the financial year and to retain the books for seven years. Digital storage is allowed, except for that paper balance sheet and statement.
The short answer
Article 2:10 of the Dutch Civil Code obliges the board of every legal entity to keep records from which its rights and obligations can always be seen, to put a balance sheet and a statement of income and expenditure on paper within six months after the financial year and to retain the books for seven years. Digital storage is allowed, except for that paper balance sheet and statement.
Updated 30 October 2026
Key facts
| Statutory text | Art. 2:10(1)–(4) DCC, text in force from 1 July 2026; last amended on 1 June 1998 |
| For whom | The board of every legal entity: BV, NV, cooperative, foundation, association. For entrepreneurs and partnerships without legal personality the same applies via art. 3:15i DCC |
| Tax alongside | Retain for seven years (art. 52(4) AWR); data on immovable property nine years after the year of taking into use (art. 34a Wet OB 1968) |
| Consequence in bankruptcy | For a BV or NV the evidentiary presumption of art. 2:248(2) DCC and art. 2:138(2) DCC |
Paragraph 1: records from which everything is apparent
1. The board is obliged to keep records of the financial position of the legal entity and of everything concerning its activities, in accordance with the requirements arising from those activities, and to retain the books, documents and other data carriers belonging thereto in such a way that the rights and obligations of the legal entity can be known at all times.
The law prescribes no general ledger, software or chart of accounts. It sets a goal: at any moment it must be possible to see what the legal entity has, who owes it something and to whom it owes something. The standard scales with the business. A holding company with twenty entries a year complies with a clear bank book and the underlying documents. A web shop with tens of thousands of orders needs subledgers for accounts receivable, accounts payable and inventory that reconcile with the general ledger.
A good test is the question a trustee in bankruptcy asks: can an outsider establish within a reasonable time which receivables are outstanding, which debts there are and which contracts are running? If not, the records fall short, however neat the annual accounts looked.
Paragraph 2: a balance sheet and statement of income and expenditure within six months
2. Without prejudice to the provisions of the following titles, the board is obliged to prepare the balance sheet and the statement of income and expenditure of the legal entity annually within six months after the end of the financial year and to put them on paper.
This is the floor for every legal entity. If the legal entity falls under Title 9, the rules of that title and of the legal form prevail: a BV prepares its annual accounts within five months (art. 2:210(1) DCC), an NV too (art. 2:101(1) DCC). For a foundation or association that does not fall under Title 9, paragraph 2 is the main rule: within six months a balance sheet and a statement of income and expenditure, without a prescribed model and without filing. The financial year is the calendar year, unless the articles of association say otherwise (art. 2:10a DCC).
“Put on paper” means a fixed document on paper. Art. 2:10 does not require signing, although it is customary. That paper version has a special position in paragraph 4.
Paragraphs 3 and 4: retain for seven years, also digitally
3. The board is obliged to retain the books, documents and other data carriers referred to in paragraphs 1 and 2 for seven years.
4. The data recorded on a data carrier, with the exception of the balance sheet and statement of income and expenditure put on paper, may be transferred to and retained on another data carrier, provided the transfer takes place with an accurate and complete reproduction of the data and these data are available throughout the full retention period and can be made legible within a reasonable time.
The law names no starting point for the seven years. It is usual to count from the end of the financial year to which the documents relate; a document that remains current longer, such as a running lease, you retain at least as long as it runs. The tax retention duty of art. 52(4) AWR is also seven years, with the same rule for transfer to another carrier (paragraph 5). For data on immovable property art. 34a Wet OB 1968 requires retention for nine years after the year in which the property was taken into use.
Scanning and digital storage are allowed, provided they are complete, available for the whole period and legible within a reasonable time. That last point is practical: an export from an accounting package whose subscription has been cancelled must still be openable in five years. The balance sheet and statement of income and expenditure put on paper fall outside this room; keep those as originals.
1. The books, documents and other data carriers of a dissolved legal entity must be retained for seven years after the legal entity has ceased to exist. The custodian is the person designated as such by or pursuant to the articles of association, or by the general meeting or, if the legal entity was a foundation, by the board.
After dissolution the retention duty continues, now seven years from the end of the legal entity. The custodian states his name and address to the Business Register within eight days (art. 2:24(3) DCC).
The same duty in every size class, with different periods around it
Article 2:10 makes no distinction by size. What differs per class is what happens to the records afterwards; the table follows the class limits since financial year 2024.
| Legal entity | Preparation | Public |
|---|---|---|
| Micro BV (balance sheet total ≤ € 450.000, net turnover ≤ € 900.000, < 10 employees) | Annual accounts within five months (art. 2:210 DCC) | Abridged balance sheet with the KVK (art. 2:395a(8) DCC) |
| Small BV (balance sheet total ≤ € 7,5 mln, net turnover ≤ € 15 mln, < 50 employees) | As micro | A balance sheet with notes, without profit and loss account (art. 2:396(8) DCC) |
| Medium-sized BV (balance sheet total ≤ € 25 mln, net turnover ≤ € 50 mln, < 250 employees) | As micro; the accountant audits on the basis of the records (art. 2:393 DCC) | Publication documents with the simplifications of art. 2:397 DCC and the auditor's report |
| Large BV (balance sheet total > € 25 mln, net turnover > € 50 mln, ≥ 250 employees) | As medium-sized | Full annual accounts |
| Foundation or association outside Title 9 | Balance sheet and statement of income and expenditure within six months (paragraph 2) | Not with the KVK; own rules may apply, such as for an ANBI |
Financial years 2025 to 2027: nothing new in article 2:10
The text of article 2:10 has not been amended since 1 June 1998 and no amendment has been announced. For financial year 2025 this means: balance sheet and statement of income and expenditure by 30 June 2026 at the latest (for a calendar year), retain the documents until at least the end of 2032. For 2026 everything shifts a year. Whoever keeps an archive in an older file format makes sure it can still be opened at the end of the period (paragraph 4).
Case: a tile retailer clears its archive, a music school closes the year
Tegelhandel Smit BV has a financial year equal to the calendar year. On 4 January 2027 the board wants to clear out the archive.
- Financial year 2019: the seven-year period ran through 31 December 2026. The documents may go, except what belongs to a running dispute or an outstanding assessment.
- Financial year 2020: retain through 31 December 2027.
- The warehouse, bought for € 640.000 and in use since March 2021: purchase deed, invoices and the calculation of the VAT deduction remain retained for nine years after 2021, so through 31 December 2030.
- The signed balance sheet and profit and loss account of 2019 may go after the period. Until then Smit keeps them on paper, even though a scan is in the archive.
Stichting Muziekschool Het Akkoord has € 1,2 million turnover. That is less than half the turnover threshold for small legal entities, so the foundation does not fall under Title 9 (art. 2:360(3) DCC). For 2026 the board prepares and signs a balance sheet and a statement of income and expenditure by 30 June 2027 at the latest. Filing with the KVK is not required. The foundation does retain its records for seven years, just like a BV.
Where records and archive fall short
- Retaining only the annual accounts as a pdf. The underlying entries, invoices and statements belong too; without those documents the amounts cannot be recalculated.
- Not keeping an open items list. Then it cannot be seen “at all times” who owes what.
- When switching to another accounting program, leaving the old years in the old package and cancelling the subscription.
- Letting the period run from the invoice date instead of the end of the financial year, so documents disappear too early.
- Throwing away the balance sheet and statement of income and expenditure put on paper because there is a scan (paragraph 4).
- Forgetting that inadequate records in the bankruptcy of a BV establish improper performance of duties and make the cause presumed (art. 2:248(2) DCC).
Where article 2:10 returns in the rest of Book 2
- Article 2:248 DCC: the evidentiary presumption if the duty to keep records has been breached.
- Article 2:210 DCC: the stricter preparation period for the BV.
- Article 2:394 DCC: filing; the KVK itself keeps the filed documents for seven years (paragraph 6).
- Article 2:403 DCC: an exempted subsidiary too keeps full records (RJ 305.202).
- How long must I keep the annual accounts? and bookkeeping software.
How it works at Jaarrekening.io
If you keep the books in Jaarrekening.io, you create an archive as a zip per financial year on the Bookkeeping overview: journal and trial balance as csv, an XAF audit file, relations, assets, saved worksheets and the documents of that year. The app states until when you keep the archive: seven years after the end of the financial year, and ten years if it contains data on immovable property. That is slightly more generous than the nine years after the year of taking into use from the VAT Act.
Sources
- Art. 2:10 DCC: record-keeping and retention duty, text in force from 1 July 2026 (wetten.overheid.nl)
- Art. 2:24 DCC: retention after dissolution, text in force from 1 July 2026 (wetten.overheid.nl)
- Art. 2:248 DCC: directors' liability in bankruptcy, text in force from 1 July 2026 (wetten.overheid.nl)
- Art. 52 General Tax Act (AWR): tax record-keeping and retention duty, text in force from 1 October 2026 (wetten.overheid.nl)
- Art. 34a VAT Act 1968: retention of data on immovable property, text in force from 1 January 2026 (wetten.overheid.nl)
- Art. 3:15i DCC: record-keeping duty of entrepreneurs, text in force from 1 July 2025 (wetten.overheid.nl)
Frequently asked questions
How long must a BV retain its records?
Seven years, under art. 2:10(3) DCC and, for the tax authorities, art. 52(4) AWR (General Tax Act). It is usual to count from the end of the financial year to which the documents relate. A longer period applies to data on immovable property: nine years after the year in which the property was taken into use (art. 34a Wet OB 1968, the VAT Act 1968).
May I keep my records only digitally?
Yes, provided the transfer is accurate and complete, the data are available throughout the retention period and can be made legible within a reasonable time (art. 2:10(4) DCC). The balance sheet and statement of income and expenditure put on paper are excepted: you keep those as originals.
What must be in the records under article 2:10 DCC?
The law names no list. It requires that the records show at any time the rights and obligations of the legal entity, adapted to the nature and scale of its activities (paragraph 1). In practice that means a general ledger with the underlying documents, and in a larger business subledgers for accounts receivable, accounts payable and inventory that reconcile with the general ledger.
Does article 2:10 DCC also apply to a foundation or association?
Yes. It applies to the board of every legal entity. For a foundation or association that does not fall under Title 9, paragraph 2 is the main rule: within six months after the financial year a balance sheet and a statement of income and expenditure on paper, without filing with the KVK. For entrepreneurs and partnerships without legal personality an equal duty applies via art. 3:15i DCC.
What happens if the records are not in order and the BV goes bankrupt?
Then it is established that the board has performed its duties improperly, and it is presumed that this is an important cause of the bankruptcy (art. 2:248(2) DCC). The directors must rebut that presumption; if they fail, they are jointly and severally liable for the deficit. An unimportant omission does not count.
Who keeps the records after the legal entity is dissolved?
The custodian designated by the articles of association, the general meeting or, for a foundation, the board, for seven years after the legal entity has ceased to exist (art. 2:24(1) DCC). He states his name and address to the Business Register within eight days (paragraph 3). If there is nobody, the subdistrict court judge can appoint one (paragraph 2).
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