Article 2:361 DCC: what the annual accounts consist of

The short answer

The annual accounts consist of the single-entity balance sheet and profit and loss account with the notes, plus the consolidated accounts if the legal entity prepares them. A cooperative or commercial foundation uses an operating statement if that serves the true and fair view. The rules apply to the prepared and the adopted version alike, and paragraph 4 extends the group disclosures to affiliated companies.

Updated 30 October 2026

Key facts

Paragraph 1: the components of the annual accounts

1. Annual accounts means: the single-entity annual accounts, consisting of the balance sheet and the profit and loss account with the notes, and the consolidated annual accounts if the legal entity prepares consolidated annual accounts.

What this means

The single-entity annual accounts concern the legal entity itself: three components that together form one document. The notes are therefore not an appendix but a full part; an error in the balance sheet is not repaired with a sentence in the notes. If the legal entity also prepares consolidated annual accounts, because art. 2:406 DCC requires it or voluntarily, these belong to it too. The general meeting adopts the annual accounts as a whole, the consolidated ones included.

What falls outside: the management report (art. 2:391 DCC) and the other information (art. 2:392 DCC). Together with the annual accounts these are in practice called the annual documents or the annual report; see annual accounts or annual report. The law does not mention the cash flow statement. The RJ does count it as part of the annual accounts and requires it of medium-sized and large entities, with an exception within a group (RJ 360.101 and 360.104).

By size class it is mainly the notes that differ. A micro-entity has no notes and puts the few mandatory disclosures under the balance sheet (RJk M1.203, M1.204 and M1.302). Small, medium-sized and large have notes, with fewer mandatory components the smaller the class.

Paragraph 2: the operating statement

2. Cooperatives and the foundations and associations referred to in article 360(3) replace the profit and loss account with an operating statement, if the view referred to in article 362(1) is thereby served; the provisions on the profit and loss account apply to this statement as far as possible mutatis mutandis. Provisions on profit and loss apply as far as possible mutatis mutandis to the operating balance.

What this means

A cooperative works for its members and often passes on its benefit through the price. Profit is then a poor yardstick. The law therefore says: if an operating statement serves the view better, it replaces the profit and loss account. It is not a free choice; the test is whether the reader understands better how the balance came about. RJ 620.301 elaborates this for the cooperative, with an example layout for a cooperative that buys from its members.

The same applies to the commercial foundation and association (RJ 630.208). A foundation without a profit motive in practice speaks of a statement of income and expenses. The rules for the profit and loss account, such as the layout of art. 2:377 DCC, continue to apply as far as possible. Where the law speaks of profit, for example in the appropriation of the result, read operating balance.

Paragraph 3: prepared and adopted

3. The provisions of this title apply to annual accounts and their components, both in the form in which they have been prepared by the board and in the form in which they have been adopted by the competent body of the legal entity.

What this means

The board prepares and signs the annual accounts; the general meeting or another competent body adopts them. Both versions must comply with the law. A shareholders' meeting cannot therefore decide to delete a provision that the law requires. If something material about the balance sheet date comes to light between preparation and adoption, art. 2:362(6) DCC regulates what happens. According to RJ 110.110 the RJ applies to both forms.

Paragraph 4: affiliated companies outside the group

4. In applying articles 367, 370(1), 375, 376, 377(5) and 381, corresponding disclosures must be included as with respect to group companies with respect to other companies:

a. that can exercise rights in the legal entity on the basis of paragraphs 1, 3 and 4 of article 24a, irrespective of whether they have legal personality, or

b. that are a subsidiary of the legal entity, of a group company or of a company as referred to in part a.

What this means

The law describes a group as an economic unit of organisationally connected legal entities and companies (art. 2:24b DCC); in practice central management is the hallmark. Not every parent company forms such a unit with its subsidiaries: a personal holding company that only holds shares can fall outside the group. Paragraph 4 prevents receivables, debts and guarantees towards such related companies from disappearing into the general items. Under a falls the company that can exercise the rights of a parent in the legal entity, such as the majority of the votes; under b fall the subsidiaries of the legal entity, of its group companies and of that parent.

The RJ calls this category other affiliated companies and gives it its own line between the group companies and the other participating interests (RJ 214.701 and 214.820). Paragraph 4 works through in six articles: the financial fixed assets, the receivables, the debts, the guarantees, the financial income and expenses and the commitments not included in the balance sheet.

By size class: a small legal entity need not break down receivables and debts by type (art. 2:396(3) DCC), but does disclose guarantees and commitments not included in the balance sheet towards affiliated companies separately. A micro-entity shows totals only. Medium-sized and large apply paragraph 4 to all six articles; in the publication the medium-sized may show receivables and debts in a more limited way (art. 2:397(5) DCC).

Case: the receivable from the sister company

Jan Brantwijk holds all his shares through Brantwijk Holding BV (fictional). The holding owns 100% of Velmoor Installatietechniek BV and 100% of Velmoor Vastgoed BV, which rents out the business premises. The holding does nothing itself and gives no central management: the two operating companies are managed separately. The installer is medium-sized.

At 31 December 2025 the installer has a receivable of € 120.000 from Velmoor Vastgoed (a short-term loan for a roof renovation). In addition, it stands surety for € 300.000 of Velmoor Vastgoed's bank loan. Because the holding has the majority of the votes in the installer, it is a company under a; Velmoor Vastgoed, as a subsidiary of that holding, is a company under b.

Without paragraph 4 the € 120.000 would fall under other receivables and a reader would not see that the installer finances its sister company. In the notes it discloses the suretyship of € 300.000 separately as a commitment for the benefit of an affiliated company (art. 2:376 DCC). Had the installer been small, it could have shown the receivables as a single total, but the suretyship and its separate disclosure would have remained.

Common mistakes

• Counting the management report as part of the annual accounts. It is a separate document with its own article, and micro and small entities need not prepare it.
• Booking a receivable from a sister company under other receivables because the parent does not form a group. Paragraph 4 then requires a separate disclosure.
• Automatically preparing an operating statement for a cooperative. The law asks for it only if it serves the view; otherwise it remains the profit and loss account.
• Assuming that the general meeting can freely adjust the figures on adoption. The adopted version must comply with Title 9 just as much.

How it works in Jaarrekening.io

The app calls the income statement of a foundation or association without a profit motive a statement of income and expenses; a cooperative keeps the profit and loss account. For the guarantees, the app asks for the amount for the benefit of group companies and explains in the help text that the companies of paragraph 4 are covered as well.

Sources

• Art. 2:361 DCC, text in force from 1 July 2026 (wetten.overheid.nl, in Dutch)
• Overview of amendments to art. 2:361 DCC (wetten.overheid.nl, in Dutch)
• Art. 2:24a and 2:24b DCC: subsidiary and group (wetten.overheid.nl, in Dutch)
• KVK: what the annual accounts consist of (in Dutch)
• Dutch Accounting Standards Board (RJ): the full bundle (in Dutch)

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