Article 2:373 DCC: the items of equity

The short answer

Article 2:373 DCC divides equity into issued capital, share premium, revaluation reserves, other legal reserves, reserves under the articles of association, other reserves and undistributed profit. If the capital is not paid up, you show the paid-up part. Own shares are not deducted from capital. Paragraph 4 lists the legal reserves, paragraph 5 governs capital in foreign currency.

Updated 30 October 2026

Key facts

Paragraph 1: the seven items

1. The following are recognised separately under equity:

a. the issued capital;

b. share premium;

c. revaluation reserves;

d. other legal reserves, distinguished by their nature;

e. reserves under the articles of association;

f. other reserves;

g. undistributed profits, with separate disclosure of the result after tax for the financial year, to the extent its appropriation has not been reflected in the balance sheet.

What this means

• a. Issued capital: the nominal amount of the shares issued. A BV may issue shares of one cent; there is no minimum capital.
• b. Share premium: what shareholders have paid in above the nominal value, including an informal capital contribution.
• c. Revaluation reserves: the increase in value of assets that you measure at current value above cost (art. 2:390 DCC).
• d. Other legal reserves: each separately by its nature, such as the reserve for development costs and the reserve for participating interests.
• e. Reserves under the articles of association: reserves that the articles prescribe.
• f. Other reserves: the retained profits of previous years, freely distributable (RJk B8.118).
• g. Undistributed profit: profit on which no decision has yet been taken, with this year's result separately if the balance sheet is prepared before appropriation.

Legal forms without shares adapt the items. A cooperative has members' capital; a foundation (stichting) has no issued capital and often divides its reserves into designated reserves and designated funds (RJ 640).

Paragraphs 2 and 3: unpaid capital and own shares

2. If the issued capital is not paid up, the paid-up capital is stated instead or, if payments have been called, the paid-up and called-up capital. The issued capital is stated in these cases.

3. The capital is not reduced by the amount of own shares or depositary receipts for them held by the legal entity or a subsidiary.

What this means

In a BV, payment on shares may be deferred. The balance sheet then shows the paid-up amount, or the paid-up and called-up amount if the company has already called for payment; the called-up part then also appears as a receivable under current assets. You state the issued capital alongside, in the item or in the notes (RJ 240.602).

If the BV buys back own shares, the issued capital remains on the balance sheet. The price paid, including transaction costs, is deducted from the free reserves, or from a reserve under the articles of association if the articles allow (RJ 240.209; RJk B8). The movement in own shares belongs in the schedule of art. 2:378(2) DCC.

Paragraph 4: which reserves are legal

4. Legal reserves are the reserves that must be maintained pursuant to articles 67a(2) and (3), 94a(6)(f), 98c(4), 365(2), 389(6) and (8), 390, 401(2) and 423(4).

What this means

For an ordinary BV these are four reserves: for capitalised incorporation and development costs (art. 2:365(2) DCC), for retained profit of participating interests measured at net asset value that the BV cannot have distributed without restriction (art. 2:389(6) DCC), for translation differences on foreign participating interests (paragraph 8) and the revaluation reserve (art. 2:390 DCC). The other references concern the NV (conversion of capital to euro, contribution in kind, financial assistance), investment companies and banks.

You determine each legal reserve separately; they are not netted against each other (RJk B8.116). Only the reserve for translation differences and some revaluation reserves can be negative. If the free reserves are too small, the legal reserve still stands at the full amount and the other reserves item becomes negative (RJ 240.230; RJk B8.114). Legal reserves and reserves under the articles of association do not count towards the room for distribution of a BV (art. 2:216(1) DCC).

Paragraph 5: capital in foreign currency

5. In annual accounts prepared in a foreign currency, the item referred to in paragraph 1(a) is stated in that currency, at the rate on the balance sheet date. If the articles of association state the issued capital in a currency other than the one in which the annual accounts are prepared, the item referred to in paragraph 1(a) also states this rate and the amount in that other currency.

If a BV prepares its annual accounts in dollars (art. 2:362(7) DCC) while its articles state the capital in euro, it converts the capital at the rate on the balance sheet date and states that rate and the euro amount with the item. RJ 122 elaborates on the conversion (RJ 122.103 names this paragraph as its basis). A small entity need not apply the second sentence (art. 2:396(3) DCC).

Case: the equity of a management BV

Terveld Beheer BV (fictitious, small) has 20.000 fully paid-up shares of € 1 issued. It measures its business premises at current value (revaluation gain € 80.000 net of deferred tax) and holds a 30% interest in a manufacturing company at net asset value, of which it cannot itself have the retained profit of € 35.000 distributed. In 2025 it bought back 1.000 own shares for € 30.000.

Room for distribution according to the balance sheet test: € 412.000 − € 80.000 − € 35.000 = € 297.000. After that the board must still test whether the BV can continue to pay its due debts after the distribution (art. 2:216(2) DCC). The 1.000 repurchased shares remain in the issued capital; the amount of € 30.000 was deducted from the other reserves. That the shares were fully paid up is no detail: a BV cannot validly acquire own shares that are not fully paid up (art. 2:207(1) DCC).

As a small entity, Terveld shows these items and discloses the retained part of the result (art. 2:396(3) DCC); it prepares a movement schedule only for the revaluation reserve (paragraph 5). Had it been micro, the balance sheet would show one amount of equity of € 412.000 (art. 2:395a(4) DCC). It would still have to keep track of the reserves: they determine how much it may distribute.

By size class

Common mistakes

• Showing the issued capital when the larger part is not paid up, without stating the paid-up amount.
• Deducting own shares from capital instead of from the reserves.
• Lowering a legal reserve because there are too few free reserves; the other reserves then become negative.
• Netting legal reserves, for example a negative reserve for translation differences against a reserve for participating interests.
• Showing a credit balance of the shareholder's current account as equity. That is a debt (art. 2:375 DCC).

How it works in Jaarrekening.io

The equity movement schedule in Jaarrekening.io follows the legal form: the items of article 2:373 for the BV and NV, members' capital for the cooperative, designated reserves and funds for the foundation and association, and capital accounts for the cv and vof under Title 9. The app checks whether the sum of the items agrees with equity on the balance sheet.

Sources

• Art. 2:373 DCC, text in force from 1 July 2026 (wetten.overheid.nl)
• Overview of amendments to art. 2:373 DCC (wetten.overheid.nl)
• Art. 2:378 DCC: movement in equity (wetten.overheid.nl)
• Art. 2:389 and 2:390 DCC: reserve for participating interests and revaluation reserve (wetten.overheid.nl)
• Art. 2:216 DCC: distributions by the BV (wetten.overheid.nl)
• Dutch Accounting Standards Board (RJ): large bundle

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