Article 2:360 DCC: who falls under Title 9
Title 9 always applies to the BV, NV, cooperative and mutual insurance association (onderlinge waarborgmaatschappij), and to banks, payment institutions and electronic money institutions in whatever form. A cv or vof falls under it if all partners with full liability are foreign capital companies. A foundation or association only if its enterprises achieve at least € 7.5 million net turnover for two financial years in a row.
The short answer
Title 9 always applies to the BV, NV, cooperative and mutual insurance association (onderlinge waarborgmaatschappij), and to banks, payment institutions and electronic money institutions in whatever form. A cv or vof falls under it if all partners with full liability are foreign capital companies. A foundation or association only if its enterprises achieve at least € 7.5 million net turnover for two financial years in a row.
Updated 30 October 2026
Key facts
| Place | Division 1 of Title 9 (General provision) |
| Current text since | 1 January 2012 (Stb. 2011, 670) |
| Turnover threshold paragraph 3 | € 7.5 million: half of the turnover threshold for small in art. 2:396(1)(b) DCC (€ 15 million for financial years from 1 January 2024) |
| Financial years | The same text applies for 2025, 2026 and 2027; only the turnover threshold follows the thresholds of art. 2:396 |
| Guidelines | RJ 630 (commercial foundations and associations, 2024 version, in force from financial year 2025) and RJ 620 (cooperatives) |
Paragraph 1: four legal forms and the financial institutions
1. This title applies to the cooperative, the mutual insurance association, the public limited company and the private limited company. Irrespective of their legal form, this title applies to banks as referred to in article 415, payment institutions as referred to in article 1:1 of the Financial Supervision Act and electronic money institutions as referred to in article 1:1 of the Financial Supervision Act.
What this means
A BV, NV, cooperative or mutual insurance association always prepares annual accounts under Title 9. There is no lower limit: a BV without turnover or a dormant holding company also falls under it. What does determine the scope is how much you must show; that is governed by the size classes in art. 2:395a to 2:397 DCC.
The second sentence brings banks, payment institutions and electronic money institutions under Title 9, even if they were set up as a foundation, for example. For banks the separate rules of division 14 then apply. The mutual insurance association insures its members and therefore as a rule falls under the rules for insurers in division 15. Both sectors have their own models and their own chapters in the RJ (RJ 600 to RJ 615).
Paragraph 2: the cv and vof with foreign capital companies
2. This title also applies to a limited partnership or a general partnership of which all partners who are fully liable to creditors for the debts are capital companies under foreign law.
What this means
An ordinary cv or vof does not prepare annual accounts under Title 9. Paragraph 2 makes one exception: if all partners who answer for the debts with their entire assets are capital companies under foreign law, the law treats the partnership as a legal entity. Think of a cv whose only managing partner is a German GmbH or a Belgian BV. For creditors such a partnership resembles a BV: no partner is liable with private assets. That is why the law equates it with a legal entity for the annual accounts.
The silent partners (limited partners) do not count: they are not fully liable. If one managing partner is a Dutch BV or a natural person, paragraph 2 does not apply. The cv itself then prepares no Title 9 annual accounts; the Dutch BV does, and it states its full liability for the cv in its own notes (art. 2:376 DCC).
Paragraph 3: the commercial foundation and association
3. This title also applies to the foundation and the association that maintain one or more enterprises that must be entered in the Business Register by law, if the net turnover of these enterprises for two consecutive financial years, without interruption thereafter for two consecutive financial years, amounts to half or more of the amount referred to in article 396(1)(b), as amended pursuant to article 398(4). If the foundation or association is obliged by or pursuant to the law to prepare a financial statement that is equivalent to annual accounts as referred to in this title and if this is made public, the first sentence does not apply.
What this means
The sentence is long, but the test consists of three questions. Does the foundation or association maintain an enterprise that must be in the Business Register? Does the net turnover of those enterprises together reach at least € 7.5 million in two consecutive financial years? And is there no other law that already requires an equivalent, public accountability? With three right answers the legal entity falls under Title 9. The amount is tied to the turnover threshold for small (€ 15 million for financial years from 2024); if that threshold rises, this one rises with it.
What counts? Only turnover from the supply of goods and services by the enterprises. Gifts, subsidies, membership fees and investment income of the foundation itself stay outside the test, and so does the turnover of enterprises run by a subsidiary of the foundation (RJ 630.103 and 630.106). If the foundation itself runs two enterprises, you add up the turnover.
When does it start and end? As with the size classes, the test works with two years. If turnover reaches the threshold two years in a row, Title 9 applies to the annual accounts of that second year. One year below the threshold changes nothing; only after two consecutive years below it does the obligation lapse. For a new foundation, RJ 630.105 recommends applying the rule for the first financial year from art. 2:398(1) DCC by analogy.
If the foundation falls under it, Title 9 applies to the whole legal entity, including the activities without a profit motive (RJ 630.108). For the size class you use the balance sheet total of the foundation and the turnover and employees of the enterprises (art. 2:398(5) DCC). It also states the arrangement in its articles on the appropriation of the result and how the result has been appropriated (art. 2:383a DCC), even if it is small.
The second sentence keeps sectors with their own statutory accountability duty outside Title 9, if that accountability is equivalent and made public. You test equivalence against the accountability as a whole, not item by item, and made public can also be through a route other than the Business Register, for example a sector portal (RJ 630.107).
Case: when the training foundation comes under Title 9
Stichting Oostkade Leerwerkbedrijf (fictional) trains young people in its own restaurant and its own bicycle workshop. Both are in the Business Register. In addition, the foundation receives about € 3 million in subsidy from municipalities every year. The net turnover of the two enterprises:
| Financial year | Restaurant | Bicycle workshop | Turnover of enterprises | € 7.5 million or more? |
|---|---|---|---|---|
| 2023 | € 3.900.000 | € 1.500.000 | € 5.400.000 | No |
| 2024 | € 5.600.000 | € 2.000.000 | € 7.600.000 | Yes (first year) |
| 2025 | € 5.800.000 | € 2.100.000 | € 7.900.000 | Yes (second year) |
| 2026 | € 5.300.000 | € 1.900.000 | € 7.200.000 | No (first year below) |
- Financial year 2024: the threshold was reached once. Not yet Title 9; the foundation prepares a balance sheet and statement of income and expenses under art. 2:10 DCC.
- Financial year 2025: second year in a row above the threshold. For 2025 the foundation prepares annual accounts under Title 9 and files them. The € 3 million subsidy does not count for the test, but does appear in the operating statement.
- Financial year 2026: one year below the threshold. Title 9 continues to apply. Only if 2027 also stays below the threshold does the obligation lapse with effect from financial year 2027.
Which size class? On 31 December 2024 and 2025 the foundation's balance sheet total is € 4.2 million, the turnover of the enterprises is € 7.6 and € 7.9 million and an average of 62 people work there. Balance sheet total and turnover stay below the thresholds for small (≤ € 7.5 mln and ≤ € 15 mln); the staff does not. Two of the three is enough: the foundation is small. It is not subject to the audit requirement and makes only the balance sheet with notes public. If it does not aim for profit, it may even refrain from filing, provided it sends the documents on request free of charge or makes them available for inspection and files a statement from an accountant (art. 2:396(9) DCC).
Per size class
Article 2:360 has no size classes: it determines only whether Title 9 applies. After that, the class decides the scope of the annual accounts.
| Class | Consequence once Title 9 applies |
|---|---|
| Micro | Abbreviated balance sheet and profit and loss account; only the balance sheet is made public (art. 2:395a DCC). Banks, investment institutions and participation enterprises cannot be micro (art. 2:398(3), (6) and (7) DCC). |
| Small | Balance sheet, profit and loss account and limited notes; only balance sheet and notes are public; no audit requirement (art. 2:396 DCC). |
| Medium-sized | Full annual accounts and management report, audit requirement, less detail in the publication (art. 2:397 DCC). |
| Large | All provisions of Title 9, without exemptions. |
Common mistakes
- Adding up all income of a foundation for the turnover threshold. Subsidies, gifts and membership fees do not count, only the net turnover of the enterprises.
- Thinking that a BV without activities need not prepare annual accounts. Paragraph 1 has no lower limit; see filing without turnover.
- Bringing a cv with a Dutch BV as managing partner under paragraph 2. Paragraph 2 applies only if all fully liable partners are foreign capital companies.
- Confusing the ANBI (public benefit organisation) publication duty with filing. An ANBI puts its details on the internet; filing with the KVK depends only on art. 2:360(3).
- Stopping Title 9 after one year below the turnover threshold. That is allowed only after the second year in a row below it.
How it works in Jaarrekening.io
For a BV, NV or cooperative, Jaarrekening.io opens the annual accounts route directly. For a foundation, association, cv or vof, the app first asks you to confirm the conditions of paragraph 2 or paragraph 3; without that confirmation the legal entity gets the bookkeeping without the annual accounts route. A mutual insurance association follows the rules for insurers; the app does not prepare those annual accounts.
Sources
- Art. 2:360 DCC, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
- Overview of amendments to art. 2:360 DCC (wetten.overheid.nl, in Dutch)
- Art. 2:398 DCC: first financial year and foundations in the size criteria (wetten.overheid.nl, in Dutch)
- Art. 2:10 DCC: duty to keep records (wetten.overheid.nl, in Dutch)
- KVK: whether or not to file annual accounts (in Dutch)
- RJ-Uiting 2024-4: increase of threshold amounts (rjnet.nl, in Dutch)
Frequently asked questions
Must a Dutch foundation file annual accounts with the KVK?
Only if it falls under art. 2:360(3) DCC: it maintains an enterprise that must be entered in the Business Register and the net turnover of its enterprises is at least € 7.5 million for two financial years in a row, while no other law requires an equivalent public accountability. Other foundations prepare a balance sheet and a statement of income and expenses within six months (art. 2:10 DCC) and file nothing.
Do subsidies count towards the turnover threshold of art. 2:360(3) DCC?
No. The test looks at the net turnover of the enterprises that the foundation or association maintains: revenue from the supply of goods and services. Subsidies, gifts, membership fees and investment income of the legal entity itself do not count, and neither does the turnover of a subsidiary.
Does a cv with a BV as managing partner fall under Title 9?
Not through art. 2:360(2) DCC if that BV is a Dutch BV: paragraph 2 applies only if all partners with full liability are capital companies under foreign law. The managing BV does prepare its own annual accounts and states in them its full liability for the debts of the cv.
Must a dormant BV without turnover prepare annual accounts?
Yes. Art. 2:360(1) DCC sets no turnover or asset threshold for the BV. A BV without activities is as a rule a micro-entity and then prepares an abbreviated balance sheet and profit and loss account; only the balance sheet is made public. The deadlines for preparing, adopting and filing apply in full.
When is a foundation no longer required to apply Title 9?
When the net turnover of its enterprises stays below the threshold of art. 2:360(3) DCC for two consecutive financial years. One year below is not enough. The obligation then lapses for the annual accounts of the second year below the threshold.
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