Article 2:210 DCC: how a BV prepares, signs and adopts its annual accounts

The short answer

The board of a BV prepares the annual accounts within five months after the financial year; in special circumstances the general meeting can extend that by at most five months (paragraph 1). Directors and supervisory directors sign (paragraph 2) and the general meeting adopts (paragraph 3). Adoption gives no discharge, except under the short route of paragraph 5.

Updated 30 October 2026

Key facts

Paragraph 1: preparing and making available for inspection

1. Annually within five months after the end of the company's financial year, subject to an extension of this period by at most five months by the general meeting on account of special circumstances, the board prepares annual accounts and makes them available for inspection by the shareholders at the company's office. If securities of the company are admitted to trading on a regulated market as referred to in the Financial Supervision Act, the period is four months, unless article 5:25g, second or third paragraph, of that Act applies. This period cannot be extended. Within this period the board also makes the management report available for inspection by the shareholders, unless articles 396(7) or 403 apply to the company. The board of the company to which articles 268 to 271 and 274 apply also sends the annual accounts to the works council referred to in article 268(11).

Preparing is the board's task: the annual accounts are finished and ready for the shareholders. The period is five months. Extension is a resolution of the general meeting, tied to special circumstances, such as a major dispute whose outcome affects the figures. A routine extension every year fits that poorly. The management report must be available for inspection within the same period, except for a micro or small BV and a subsidiary applying art. 2:403. The last sentence concerns structure regime companies with a works council.

Paragraph 2: who signs

2. The annual accounts are signed by the directors and by the supervisory directors; if the signature of one or more of them is missing, this is stated with an indication of the reason.

All directors sign, and if there is a supervisory board, all supervisory directors. Whoever does not want to or cannot sign does not block the annual accounts: the annual accounts then state that the signature is missing and why. A director who disagrees with the figures can make his objection visible this way.

Paragraphs 3 and 4: adoption by the general meeting, without discharge

3. The annual accounts are adopted by the general meeting. Adoption of the annual accounts does not constitute discharge of a director or supervisory director, respectively.

4. Resolutions adopting the annual accounts are not made subject in the articles of association to the approval of a body of the company or of third parties.

With adoption the figures become final and the eight-day period for filing begins (art. 2:394(1) DCC). Discharge is a separate resolution; without that resolution directors have not been discharged. Between preparation and adoption information can come to light about the position at the balance sheet date; you process that on adoption insofar as it is indispensable for a true and fair view (art. 2:362(6) DCC, elaborated in RJ 160). Paragraph 4 prevents, for example, an investor from obtaining a veto on adoption through the articles of association.

Paragraph 5: the short route if all shareholders are directors

5. If all shareholders are also directors of the company, signing of the annual accounts by all directors and supervisory directors also counts as adoption within the meaning of paragraph 3, provided all other persons entitled to attend meetings have been given the opportunity to take note of the prepared annual accounts and have agreed to this way of adoption as referred to in article 238(1). By way of derogation from paragraph 3, this adoption also constitutes discharge of the directors and supervisory directors. The articles of association may exclude the way of adopting the annual accounts referred to in the first sentence.

For the director-major shareholder (DGA) BV this is the ordinary route. Three conditions: all shareholders are directors; other persons entitled to attend meetings, such as depositary receipt holders with meeting rights, have been able to inspect the prepared annual accounts and agreed to this way of adopting; and the articles of association do not exclude it. If so, the last signature is at the same time the adoption. Unlike under paragraph 3, this adoption also gives discharge to the directors and supervisory directors. The eight days for filing run from that last signature.

Paragraphs 6 to 8: articles of association and exemption

6. The articles of association contain no provisions permitting that instructions or binding proposals are given for the annual accounts or any item thereof.

7. The articles of association may provide that a body of the company other than the general meeting has the power to determine which part of the result of the financial year is reserved or how the loss is dealt with.

8. The Minister of Economic Affairs can, on request, for weighty reasons grant an exemption from the obligation to prepare, submit and adopt the annual accounts. No exemption can be granted with regard to the preparation of the annual accounts of a company whose securities are admitted to trading on a regulated market as referred to in the Financial Supervision Act.

Nobody can determine through the articles of association how an item in the annual accounts must read (paragraph 6). Another body, for example the meeting of holders of priority shares, can however decide which part of the profit is reserved (paragraph 7). Paragraph 8 is an exception for weighty reasons; whoever obtains an exemption files a copy of it (art. 2:394(5) DCC).

What belongs to preparing and adopting per size class

The periods of article 2:210 are the same for every BV. What must be available for inspection within that period and when the meeting may adopt differs per class. The classes in the table have the limits for financial years from 1 January 2024.

The dates for financial years 2025, 2026 and 2027

Article 2:210 has not been amended since 1 November 2015. For a financial year equal to the calendar year:

If the annual accounts are not adopted within two months after the end of the preparation period, the board files the prepared annual accounts without delay, stating that they have not yet been adopted (art. 2:394(2) DCC). For a calendar year without extension the KVK calculates 8 August at the latest (five months, two months and eight days), with maximum extension 31 December, and for a BV whose shareholders are all directors it names 8 November: ten months plus eight days, so with maximum extension (kvk.nl, consulted 27 October 2026). Without extension you arrive at 8 June along that route.

Case: two shareholders, one of them a director

Koster Advies BV has two shareholders: Anna (60%), sole director, and Bram (40%), not a director. Financial year 2025 equals the calendar year.

1. 28 April 2026: Anna prepares the annual accounts and signs. She makes them available for inspection by Bram. The BV is small, so there is no management report and no audit.
2. 18 June 2026: the general meeting adopts the annual accounts. In a separate resolution it grants Anna discharge for her management over 2025.
3. 26 June 2026: last day to file, eight days after adoption.

If the meeting does not get round to it, the prepared annual accounts must be filed without delay once 31 July 2026 has passed: two months after the preparation period of 31 May, stating that they have not yet been adopted.

Variant: Bram is a director just like Anna, since the incorporation. There are no depositary receipt holders and the articles of association do not exclude the short route. Anna signs on 28 April, Bram on 12 May 2026. On 12 May the annual accounts are adopted, with discharge for both, and the filing must reach the KVK by 20 May 2026 at the latest.

Where preparing and adopting go wrong

• Extending to ten months by default every year, without special circumstances and without a resolution of the meeting.
• Thinking that adoption gives the directors discharge. It does so only along the route of paragraph 5; otherwise a separate resolution is needed.
• Using the short route of paragraph 5 while a shareholder is not a director, or without the consent of depositary receipt holders with meeting rights.
• Not stating a missing signature, or doing so without a reason.
• At a medium-sized BV, adopting before the auditor's report is there (art. 2:393(7) DCC).
• Letting the filing period run from the meeting date although the annual accounts had already been adopted earlier by signing.

From adoption to filing and profit appropriation

• Article 2:394 DCC: filing after adoption.
• Article 2:216 DCC: the profit that adoption determines, and the test on a distribution.
• Article 2:393 DCC: the audit requirement of medium-sized and large BVs.
• Guide: adopting the annual accounts, the term discharge and the shareholder resolution template.
• Adopting without a meeting, who signs? and RJ 160. In English: adopting annual accounts.

How it works at Jaarrekening.io

Jaarrekening.io calculates per financial year the preparation period, the adoption period and the filing periods, with a recorded extension included. In the adoption step you choose between adoption by the general meeting and adoption by signing. For the second you confirm the conditions of paragraph 5 separately and the day of the last signature becomes the adoption date. The app produces a draft adoption resolution, with the appropriation of result and, if you choose, discharge, as pdf and Word.

Sources

• Art. 2:210 DCC: annual accounts of the BV, text in force from 1 July 2026 (wetten.overheid.nl)
• Art. 2:101 DCC: annual accounts of the NV, text in force from 1 July 2026 (wetten.overheid.nl)
• Art. 2:394 DCC: disclosure, text in force from 1 July 2026 (wetten.overheid.nl)
• Art. 2:393 DCC: auditor's report before adoption (paragraph 7), text in force from 1 July 2026 (wetten.overheid.nl)
• KVK: latest deadline for filing annual accounts, consulted 27 October 2026

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