Article 2:375 DCC: liabilities, maturities and security
Article 2:375 of the Dutch Civil Code (DCC) concerns liabilities: how you classify them and what the reader must know about maturity, interest, security and ranking.
The short answer
Article 2:375 DCC divides liabilities into ten groups, from bond loans to other liabilities. Per group you state the part with a maturity over one year and the interest, and for the total the part over five years. You also disclose security, subordination, next year's repayment and the terms of convertible loans. Small discloses only totals and security.
Updated 30 October 2026
Key facts
| Location | Division 3, § 3 (Liabilities) |
| Current text since | 1 November 2015 (Stb. 2015, 349) |
| Financial years | Same statutory text since 2015; the 2025 version of RJ 254 applies from financial year 2026 |
| Further rules | RJ 254 (medium-sized and large), RJk B9 (micro and small) |
Paragraph 1: ten groups of liabilities
1. The following are recognised separately under liabilities:
a. bond loans, mortgage bonds and other loans, with separate disclosure of the convertible loans;
b. amounts owed to banks;
c. prepayments received on orders, to the extent not already deducted from asset items;
d. amounts owed to suppliers and trade credits;
e. bills of exchange and cheques payable;
f. amounts owed to group companies;
g. amounts owed to legal entities and companies that hold a participating interest in the legal entity or in which the legal entity holds a participating interest, to the extent not already stated under f;
h. liabilities in respect of taxes and social security contributions;
i. liabilities in respect of pensions;
j. other liabilities.
What this means
On the balance sheet, liabilities are first split into non-current and current: current is what is due within twelve months, including a debt without a fixed term (RJ 254.303; RJk B9.104). Within each of those two follow the groups of paragraph 1. A loan from the shareholder falls under a or g, a debt to the operating company under f, the VAT and payroll tax to be paid under h. A credit balance of the director-major shareholder's current account is a liability, not equity.
Paragraph 2: maturity and interest
2. For each group of liabilities referred to in paragraph 1, the amount for which the remaining maturity is longer than one year is indicated, with an indication of the interest rate thereon. For the total of the liabilities referred to in paragraph 1, the amount for which the remaining maturity is longer than five years is indicated.
What this means
The reader wants to know when the money has to be repaid and what it costs. Per group you state the part that falls due after more than a year and the interest on it, and for all liabilities together the part after five years. For a variable rate you state the reference rate and the margin. A small entity states only for the total the part over one and over five years, without interest (art. 2:396(3) DCC; RJk B9.105). A micro entity splits the total into up to and including one year and longer than one year (art. 2:395a(4) DCC).
Paragraphs 3 and 4: security and subordination
3. For the total of the groups referred to in paragraph 1, it is indicated for which liabilities security in rem has been given and in what form this has been done. It is also stated in respect of which liabilities the legal entity has undertaken, conditionally or not, to encumber or not to encumber assets, to the extent necessary to provide the insight referred to in article 362(1).
4. The amount up to which liabilities rank below the other liabilities is indicated; the nature of this subordination is explained.
What this means
Paragraph 3 asks which liabilities are covered by a mortgage, pledge or other security in rem, and in what form. A positive or negative pledge declaration, too, you state if that is necessary for the insight. This paragraph also applies to small, and small makes it public. Paragraph 4 concerns subordinated liabilities: the amount and the nature of the subordination. Presenting as subordinated is allowed only if the debt is subordinated to all other debts, not just to the bank (RJ 254.309 and 254.405; RJk B9.207).
Paragraphs 5 to 7: discount, repayment and conversion
5. If the amount with which the debt must be repaid is higher than the amount received, the difference may, provided it is stated separately, be capitalised until repayment at the latest.
6. The amount that the legal entity must repay during the financial year following the one to which the annual accounts relate, on loans included under the liabilities with a remaining maturity of more than one year, is stated.
7. For convertible loans, the conversion terms are disclosed.
What this means
Paragraph 5 concerns a loan for which you receive less than you repay (discount). The law permits capitalising the difference and amortising it (art. 2:386(5) DCC); the RJ works with amortised cost, in which the difference reaches the result over the term through the effective interest rate (RJ 254.201 and 254.202).
Paragraph 6: if you leave next year's repayment under non-current liabilities, you state that amount. The RJ recommends moving that part to current liabilities (RJ 254.308). Paragraph 7: for a convertible loan you state who may convert, at what price and in what period.
A special case is bank covenants. If you miss a condition at the balance sheet date and the bank may therefore call the loan immediately, the whole loan is in principle current. That is different if the bank waived calling before or on the balance sheet date, or allowed a remedy period running to at least twelve months after the balance sheet date. If such an arrangement is made only after the balance sheet date but before preparation, the loan may remain non-current, provided you explain this (RJ 254.307; RJk B9.206). In the 2025 edition of the RJk, that last possibility applied only to a remedy period.
Case: bank loan, subordinated loan and a covenant
Ommeland Logistiek BV (fictitious, medium-sized) has at 31 December 2025 a bank loan of € 1.200.000 at a fixed 4.1%, with a mortgage on the distribution centre. It repays € 150.000 a year; the last instalment falls in 2033. The shareholder lent € 300.000 at 6%, subordinated to all other creditors and not repayable before 2031. There are also trade creditors (€ 380.000), taxes and contributions payable (€ 95.000) and other liabilities (€ 60.000).
| Liabilities 31-12-2025 | Non-current | Current | Of which after 5 years |
|---|---|---|---|
| Subordinated loan from shareholder (6%) | € 300.000 | – | € 300.000 |
| Amounts owed to banks (4.1%) | € 1.050.000 | € 150.000 | € 450.000 |
| Amounts owed to suppliers | – | € 380.000 | – |
| Taxes and social security contributions | – | € 95.000 | – |
| Other liabilities | – | € 60.000 | – |
| Total | € 1.350.000 | € 685.000 | € 750.000 |
The bank loan: five repayments of € 150.000 in 2026 through 2030 bring it to € 450.000; that part runs longer than five years. The 2026 repayment is under current liabilities, so paragraph 6 requires no extra disclosure. The notes further contain the mortgage as security (paragraph 3) and the nature of the subordination (paragraph 4).
Suppose the bank requires solvency of at least 25% and Ommeland comes in at 22% on 31 December 2025. If the bank already granted a written waiver on 20 December, the classification stays as in the table. If the waiver comes on 15 January 2026 and Ommeland prepares the accounts on 20 March, the loan may remain non-current, with an explanation of that choice. If the bank refuses, the whole € 1.200.000 loan is current and working capital falls by € 1.050.000.
As a small entity, Ommeland would have been fine with: liabilities longer than one year € 1.350.000, of which € 750.000 longer than five years, and the mortgage; no interest rates and no disclosure of the subordination. As micro: liabilities € 2.035.000, of which € 685.000 within one year and € 1.350.000 after.
By size class
| Class | What applies |
|---|---|
| Micro | One item of liabilities, split into up to and including one year and longer than one year (art. 2:395a(4) DCC). |
| Small | Total longer than one year and longer than five years without interest rate, and the security of paragraph 3 (art. 2:396(3) DCC). Paragraphs 1, 4, 6 and 7 are not among the required disclosures. |
| Medium-sized | The whole article in the prepared annual accounts. Published: bonds and loans, banks, group and participating interests separately, with maturities and security (art. 2:397(5) DCC). |
| Large | The whole article, also in the published documents. For medium-sized and large, RJ 254.4 elaborates the notes. |
Common mistakes
- Leaving next year's repayment under non-current liabilities without stating the amount.
- Presenting a loan as subordinated when it is subordinated only to the bank.
- Ignoring a breached covenant. Without a waiver or remedy period before preparation the loan is current, and a waiver after the balance sheet date requires an explanation.
- Showing a current account with the shareholder without a repayment arrangement as non-current; without a fixed term it is current.
- Not disclosing the bank's mortgage or pledge; small must do so too.
How it works in Jaarrekening.io
The maturity schedule of liabilities in Jaarrekening.io follows the ten groups of paragraph 1, for non-current and current liabilities, and agrees with the balance sheet. For medium-sized and large, the app asks per paragraph: interest rate, next year's repayment, subordination, conversion terms, encumbrance declarations and security. For small it asks, among other things, for the total over five years and the security.
Sources
- Art. 2:375 DCC, text in force from 1 July 2026 (wetten.overheid.nl)
- Overview of amendments to art. 2:375 DCC (wetten.overheid.nl)
- Art. 2:386 DCC: amortisation of capitalised discount (wetten.overheid.nl)
- Dutch Accounting Standards Board (RJ): large bundle
- Dutch Accounting Standards Board (RJ): small bundle
Frequently asked questions
Which maturities of liabilities must I disclose?
Medium-sized and large entities state, per group of liabilities, the part with a remaining maturity of more than one year, with the interest rate, and for the total the part of more than five years (art. 2:375(2) DCC). A small entity states only for the total the part over one and over five years, without interest. A micro entity splits the total into within and after one year.
Does next year's repayment belong under current liabilities?
The RJ recommends that (RJ 254.308). If you leave it under non-current liabilities, you must state the amount in the notes (art. 2:375(6) DCC).
When is a loan subordinated?
When the creditor is paid only after all other creditors have been satisfied. According to the RJ, presenting it as subordinated debt is allowed only if the subordination applies in relation to all other debts, not just in relation to the bank. Medium-sized and large entities state the amount and the nature of the subordination (art. 2:375(4) DCC).
What happens if I miss a bank covenant?
If the bank can therefore call the loan immediately at the balance sheet date, the whole loan is in principle current. It remains non-current if the bank waived the right to call at the balance sheet date at the latest or gave a remedy period running to at least twelve months after the balance sheet date. If such an arrangement is made only after the balance sheet date but before the accounts are prepared, the loan may remain non-current if you explain this (RJ 254.307, RJk B9.206).
Must a small BV disclose security for debts?
Yes. Art. 2:375(3) DCC also applies to the small entity: it states for which debts security in rem has been given, such as a mortgage or pledge, and in what form. It also makes that disclosure public.
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