Article 2:378 DCC: the statement of changes in equity

The short answer

Article 2:378 DCC requires a statement of the changes in equity: per item the opening balance, the additions and reductions by nature, and the closing balance. Added to this are details on classes of shares, own shares and payments. A small entity gives the statement only for the revaluation reserve (art. 2:396(5) DCC); for a micro entity the article does not apply.

Updated 30 October 2026

Key facts

Paragraph 1: the statement itself

1. The changes in equity during the financial year shall be presented in a statement. It shall show:

a. the amount of each item at the beginning of the financial year;

b. the additions to and reductions of each item over the financial year, broken down by their nature;

c. the amount of each item at the end of the financial year.

What this means. The items are those of article 2:373: issued capital, share premium, revaluation reserve, other legal reserves, statutory reserves, other reserves and undistributed result. For each of these items you show where it started, what was added and deducted during the year, and where it ended. "By their nature" means you do not net movements: a dividend payment and this year's profit are two lines, even if they almost cancel each other out. The usual form is a table with the items as columns and the movements as rows.

The statement belongs in the notes, not on the balance sheet itself, and the closing balances agree with the balance sheet. RJ 240.601 asks for the statement for the prior financial year as well.

Paragraph 2: classes of shares and own shares

2. In the statement, the item paid-up and called-up capital shall be broken down by classes of shares. Separately stated shall be the closing balance and the details on the movement of the shares in the capital of the entity and of the depositary receipts for them, which the entity itself or a subsidiary holds or has held for its own account. It shall be stated against which equity item their acquisition price or carrying amount has been deducted.

What this means. If the BV has ordinary and preference shares, both classes appear separately in the statement. If the BV buys back its own shares, or a subsidiary holds shares in its parent, you state the number at the end of the year, what was bought and sold during the year and to which reserve the purchase price was charged. Own shares never appear as an asset on the balance sheet (art. 2:385(5) DCC); see article 2:385.

Paragraphs 3 and 4: payments and extra details for the NV

3. It shall be stated in what manner payments on shares have been made that became due during the financial year or were made voluntarily, with the substance of the legal acts performed during the financial year to which one of articles 94, 94c or 204 applies. A public limited company (naamloze vennootschap) shall state every acquisition and disposal for its account of own shares and depositary receipts for them; in doing so it shall disclose the reasons for acquisition, the number, the nominal amount and the agreed price of the shares and depositary receipts involved in each transaction, and the part of the capital they represent.

4. A public limited company shall state the details on the number, class and nominal amount of own shares or depositary receipts for them:

a. which it or another for its account holds in pledge at the balance sheet date;

b. which it or a subsidiary holds at the balance sheet date on the basis of acquisition under application of article 98(5).

What this means. The first sentence of paragraph 3 applies to the BV and the NV. If payments were made on shares during the year, you say how: in cash or in kind. If a shareholder, for example, contributed his sole proprietorship in exchange for shares, you describe what was contributed; that is a legal act within the meaning of art. 2:204 DCC (BV) or art. 2:94 DCC (NV). For the NV, the arrangements of art. 2:94c DCC come on top: purchases of goods from a founder in the first two years.

The second sentence of paragraph 3 and all of paragraph 4 apply only to the NV: every purchase or sale of own shares with reason, number, nominal amount, price and the part of the capital, and the own shares that have been pledged or are held for an employee scheme (art. 2:98(5) DCC).

What each size class must give

What the law does not impose on a small entity, it may give voluntarily. Many small BVs include the full statement anyway, because it makes the distribution test and the correction of an error in equity readable; the RJk mentions that practice too (RJk A3.106). In the published notes of a small entity the revaluation statement remains, because it belongs to the mandatory notes.

Where the RJ elaborates the article

RJ 240 Equity repeats the requirements of this article and adds a few: comparative figures in the statement (RJ 240.601), for capital not fully paid up preferably also the issued capital per class of shares (RJ 240.603), and for a large entity the part of capital or share premium that the tax authority does not recognise as paid in (RJ 240.611). The cumulative effect of a change in accounting policy or correction of an error gets its own line in the statement; the appendix to RJk A3 shows how. For small entities RJk B8 elaborates equity, within the exemption of art. 2:396(5). A statement of total result (RJ 265) is something different: it shows which equity movements are not transactions with shareholders.

Nothing has changed in article 2:378 since November 2015; financial years 2025, 2026 and 2027 therefore have the same obligation. RJ 240 has been revised; the edition that applies to financial years from 1 January 2027 replaces the 2025 version. At a transition, therefore, look at the edition that belongs to the financial year.

Case: a medium-sized wholesaler with a buy-back and revaluation

Groothandel Rivierduin BV (fictitious, medium-sized) has 90.000 ordinary and 10.000 preference shares of € 1. In 2026 this happens: the 2025 profit (€ 600.000) is distributed as € 200.000 dividend and € 400.000 to other reserves; the BV buys back 5.000 own ordinary shares for € 120.000; the company premises, valued at current value, rise by € 100.000 in value, on which a deferred tax of € 25.800 weighs; the legal reserve for participating interests rises by € 30.000; the 2026 profit is € 700.000.

Check: − 200.000 − 120.000 + 74.200 + 700.000 = + 454.200, and 3.330.000 + 454.200 = 3.784.200. Under paragraph 2, Rivierduin also states that on 31 December 2026 it holds 5.000 own ordinary shares (nominal € 5.000), all acquired in 2026, and that the purchase price of € 120.000 was charged to the other reserves. If Rivierduin were a small BV, only the revaluation reserve line would remain of the table (€ 250.000, + € 74.200, € 324.200), alongside the statement of the retained part of the result that art. 2:396(3) DCC asks for.

Mistakes in the statement of changes

• Closing balances that do not agree with the balance sheet, usually because a dividend was deducted from the reserves but not recognised as a liability.
• Netting movements into one line "other movements", while the law asks for a breakdown by nature.
• Omitting the revaluation reserve at a small BV because "small needs no statement"; that very reserve remains mandatory.
• Capitalising the purchase of own shares instead of charging it to a reserve.
• Not describing a contribution in kind in a capital payment, while paragraph 3 asks for the substance.

How it works in Jaarrekening.io

In the equity worksheet you record per item the opening balance, the separate movements and the closing balance, with comparative figures. A difference is not quietly booked away as another movement. For medium-sized and large entities the statement is a mandatory part of the notes; for a small entity with a revaluation reserve the app asks for the movement of that reserve. The board decides on dividend and appropriation of result. The first annual accounts in your account are free, for every size class.

Sources

• Art. 2:378 BW: changes in equity (wetten.overheid.nl)
• Art. 2:373 BW: equity items (wetten.overheid.nl)
• Art. 2:363 BW: no omission of 378, 382 and 383 (wetten.overheid.nl)
• Art. 2:396 BW: exemption for small entities (wetten.overheid.nl)
• Art. 2:395a BW: micro exemptions (wetten.overheid.nl)
• Art. 2:204 BW: contribution and special legal acts at the BV (wetten.overheid.nl)
• RJ bundle for medium-sized and large entities (rjnet.nl)
• RJk bundle for micro and small entities (rjnet.nl)

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