Article 2:376 DCC: liability for the debts of others
Article 2:376 of the Dutch Civil Code (DCC) makes visible for whose debts the legal entity stands surety. These are amounts that are not on the balance sheet, but can still cost money.
The short answer
If the legal entity stands surety for the debts of others, for example with a surety, a guarantee, a mortgage for someone else's loan or a 403 declaration, it discloses those obligations in the notes, classified by the form of security, to the extent no provision has been made for them. It states obligations on behalf of group companies separately. This applies to small, medium-sized and large.
Updated 30 October 2026
Key facts
| Location | Division 3, § 3 (Liabilities) |
| Current text since | 1 March 1990 (Stb. 1990, 1) |
| Financial years | The disclosure is the same for 2025, 2026 and 2027; the updated RJ 252 applies from financial year 2027 |
| Further rules | RJ 252 (252.108, 252.509, 252.517), RJ 214.819; RJk B10.2 and B3.130 |
| Related | Other off-balance-sheet commitments are in art. 2:381 DCC; the 403 declaration in art. 2:403 DCC |
The statutory text
If the legal entity has made itself liable for the debts of others or still runs a risk for discounted bills of exchange or cheques, the obligations arising therefrom, to the extent no provisions have been recognised for them on the balance sheet, are disclosed and classified by the form of security provided. Obligations entered into on behalf of group companies are disclosed separately.
What this means
A guarantee or surety is not on the balance sheet as long as nobody invokes it. Yet it can cost the legal entity a lot of money. In the notes you therefore state the amount for which you stand surety, per form of security: surety, joint and several liability, bank guarantee, or a mortgage or pledge on your own assets for someone else's debt. Discounted bills and cheques hardly occur in practice any more.
If it becomes probable that you will have to pay and you can estimate the amount, a provision belongs on the balance sheet and you disclose only the part that is not provided for (art. 2:376 DCC; RJ 252.513). Medium-sized and large entities briefly describe each kind of obligation and, where possible, indicate what it can mean financially, how certain the amount and timing are and whether someone else will reimburse something. If a payment is practically ruled out, this is not required (RJ 252.509).
The second sentence: obligations for the group
Guarantees for group companies you state separately, and via art. 2:361(4) DCC also those for affiliated companies outside the group. This includes the 403 declaration: with it the parent makes itself jointly and severally liable for the debts arising from legal acts of a subsidiary, which may therefore prepare abridged annual accounts (RJ 252.108; art. 2:403(1)(f) DCC). The parent that issues the declaration consolidates the subsidiary; in those consolidated accounts it also states for which companies a 403 declaration has been issued (art. 2:403(1)(c) and (f), 2:414(5) DCC).
Related cases: if the legal entity is a fully liable partner in a vof or cv, it discloses that liability (RJk B3.130; RJ 214.819). That the legal entity belongs to a fiscal unity for corporate income tax or VAT, and is therefore jointly and severally liable for the tax of the whole unity, you state separately: the RJ places this with the obligations on behalf of group companies (RJ 252.517), the RJk bases it on art. 2:381(1) DCC (RJk B10.205). Chain liability for payroll taxes in secondment RJ 252.109 names as a special off-balance-sheet obligation.
Case: the holding that stands surety for its subsidiary
Zandhoven Holding BV (fictitious) owns 100% of Zandhoven Transport BV. The holding consolidates Transport in its consolidated accounts, files them and has filed a 403 declaration, so that Transport may prepare abridged annual accounts (art. 2:403(1)(c), (f) and (g) DCC). At 31 December 2025, Transport has € 2.300.000 of debts under contracts, including a bank loan of € 900.000 for which the holding has pledged its shares in Transport. In addition the holding is jointly and severally co-debtor for a truck lease of € 140.000 of a joint venture in which it holds 50%; that joint venture does not belong to the group.
| Disclosure in the holding's notes | Form of security | Amount |
|---|---|---|
| On behalf of group companies: liability under art. 2:403 for Zandhoven Transport BV | Joint and several liability | € 2.300.000 |
| Of which covered by pledge of the shares in Transport (bank loan) | Pledge | € 900.000 |
| Other: lease of the joint venture | Joint and several co-debtorship | € 140.000 |
Transport is healthy and pays its debts; a call on the holding is not probable. So there is no provision, only the disclosure. The 403 declaration covers the debts arising from legal acts of Transport, not for example its tax debts; that is why this concerns the debts under contracts. The € 900.000 is part of the € 2.300.000; the holding shows that it stands surety for the bank loan both through the 403 declaration and with the pledge, without counting the amount twice.
Suppose Transport gets into serious trouble in 2026 and the bank announces it will call on the holding. Then the holding forms a provision for the expected loss and discloses only the remainder as liability. A small entity also makes such notes public. A micro entity need not give them, unless the insight requires it (art. 2:362(4) DCC); anyone issuing a 403 declaration itself prepares consolidated accounts in any case, because that is a condition of the regime.
By size class
| Class | What applies |
|---|---|
| Micro | Not among the required disclosures of art. 2:395a(4) DCC; only if the insight requires it in an exceptional case (art. 2:362(4) DCC; RJk M1.202). Voluntary below the balance sheet is allowed. |
| Small | Mandatory (art. 2:396(3) DCC) and public with the notes (paragraph 8), including the separate disclosure for the group. |
| Medium-sized | Mandatory, with the extra explanation of RJ 252.509, also in the published notes (art. 2:397(5) DCC). |
| Large | As medium-sized. |
Common mistakes
- Mentioning the 403 declaration only in the subsidiary's annual accounts and not at the parent.
- Lumping guarantees for group companies together with other guarantees.
- Continuing to disclose a surety although the creditor has already announced it will invoke it. A provision then belongs.
- Disclosing security for your own debts here. That belongs with the liabilities (art. 2:375(3) DCC); this article concerns the debts of others.
- Adding up a pledge and a liability for the same debt.
How it works in Jaarrekening.io
Jaarrekening.io asks whether the legal entity stands surety for the debts of others, for what amount and in what form, which part is on behalf of group companies and whether 403 declarations have been issued or withdrawn. For micro the question is voluntary and an answer goes below the balance sheet. For small, medium-sized and large, the app reports at release if a confirmed guarantee is missing from the notes.
Sources
- Art. 2:376 DCC, text in force from 1 July 2026 (wetten.overheid.nl)
- Overview of amendments to art. 2:376 DCC (wetten.overheid.nl)
- Art. 2:403 DCC: group exemption (wetten.overheid.nl)
- Art. 2:381 DCC: off-balance-sheet commitments (wetten.overheid.nl)
- Art. 2:414 DCC: disclosure of 403 declarations (wetten.overheid.nl)
- Dutch Accounting Standards Board (RJ): large bundle
Frequently asked questions
Must I disclose a surety in the annual accounts?
Yes, if the legal entity is small, medium-sized or large. Under art. 2:376 DCC you disclose the obligations arising from liabilities for the debts of others, classified by the form of security, to the extent no provision has been made for them. Obligations on behalf of group companies are stated separately.
Does a 403 declaration belong in the parent's notes?
Yes. With a 403 declaration the parent makes itself jointly and severally liable for the debts arising from legal acts of the subsidiary. That is an obligation on behalf of a group company that it discloses separately under art. 2:376 DCC (RJ 252.108). In its consolidated accounts, which the parent must prepare and file for the 403 regime, it also states for which companies a declaration has been issued (art. 2:414(5) DCC).
Must a micro BV disclose guarantees?
Title 9 does not require it: art. 2:376 DCC is not among the disclosures a micro entity must make (art. 2:395a(4) DCC). Only if the annual accounts would be misleading without that information do you supplement them (art. 2:362(4) DCC). Voluntary disclosure below the balance sheet is allowed.
When does a guarantee become a provision?
As soon as it is probable that the legal entity will have to pay and the amount can be estimated reliably. Then you recognise a provision and disclose in the notes only the part that is not provided for (RJ 252.513).
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