Article 2:379 DCC: the list of capital interests in the notes

The short answer

Article 2:379 DCC requires a list of every company to which the entity, with its subsidiaries, provides at least one fifth of the issued capital, and of every partnership in which it is a fully liable partner: name, place of residence and share, sometimes also equity and result. It applies to medium-sized and large entities; small and micro entities are exempt.

Updated 30 October 2026

Key facts

Paragraph 1: who goes on the list

1. The entity shall state the name, place of residence and the share provided in the issued capital of every company:

a. to which it, alone or together with one or more subsidiaries, provides or has provided for own account at least one fifth of the issued capital, or

b. in which it is, as a partner, fully liable towards the creditors for the debts.

What this means. You add up the interest of the entity and that of its subsidiaries. If the BV itself has 12% and a subsidiary 9%, together that is 21% and the company goes on the list. What counts is the part of the issued capital provided, regardless of the class of shares, and foreign companies too. "Place of residence" for a legal entity is the registered seat. If the entity is the managing partner of a vof or cv, that partnership is on the list, even without a capital interest. Whether the interest is a participating interest within the meaning of art. 2:24c DCC makes no difference for paragraph 1: the threshold of one fifth decides.

RJ 214.808 recommends also stating the legal form next to the name if it is not apparent from the name. In practice the list is a table with name, registered seat, interest in percent and, where needed, equity and result.

Paragraph 2: when also equity and result

2. For every company referred to in part a of paragraph 1, the entity shall also state the amount of equity and result according to its most recently adopted annual accounts, unless:

a. the entity consolidates the financial data of the company;

b. the entity accounts for the company on its balance sheet or consolidated balance sheet in accordance with article 389, paragraphs 1 up to and including 7;

c. the entity does not consolidate the financial data of the company because of negligible importance or on the basis of article 408; or

d. less than half of the capital of the company is provided for the account of the entity and the company lawfully does not make its balance sheet public.

What this means. You give equity and result only if the reader cannot get those figures anywhere else from the annual accounts. If the company is in the consolidation, or is on the balance sheet at net asset value, the figures are already processed and the obligation lapses. The same applies if you rightly leave it out of the consolidation (art. 2:407 DCC because of negligible importance, or art. 2:408 DCC). The fourth exception is narrow: the interest is less than half and the company need not make its balance sheet public. A Dutch BV almost always makes its balance sheet public, even as a micro entity, so for a minority interest in a Dutch BV that you value at cost you usually do give the figures.

You take the figures from that company's most recently adopted annual accounts. If those are for a different year than yours, you state which year it is.

Paragraph 3: the group above the entity

3. Unless such a company lawfully does not usually state its interest in the entity, the entity shall state:

a. the name and place of residence of the company that heads its group, and

b. the name and place of residence of every company that consolidates its financial data in its published consolidated annual accounts, as well as the place where copies of these can be obtained at no more than cost.

What this means. A subsidiary looks upward here: who heads the group, and which parent includes it in published consolidated annual accounts, and where can those be obtained? For a Dutch parent that is usually the Business Register. For a subsidiary that uses the group exemption of article 2:403, this ties in with the filing of the parent's consolidated annual accounts.

Paragraphs 4 and 5: exemption and separate filing

4. Our Minister of Economic Affairs may, on request, grant exemption from the obligations referred to in paragraphs 1, 2 and 3, if there is well-founded fear that serious harm may arise from the disclosure. This exemption may each time be granted for at most five years. The notes shall state that exemption has been granted or requested. Pending the application, publication is not required.

5. The disclosures required in this article and in article 414 may be included together. The entity may file the part of the notes that contains these disclosures separately, open to inspection by anyone, with the Business Register, provided both parts of the notes refer to each other.

What this means. Anyone who demonstrably suffers harm if an interest becomes known, for example because a competitor could use it to influence a tender, asks the minister for exemption. It applies for at most five years and must then be renewed. The notes state that exemption has been granted or requested; while the application is pending, the list need not be public. Paragraph 5 is practical for groups with many subsidiaries: the list of article 2:379 and that of article 2:414 may be one list, which you file as a separate document with the Business Register, with a reference back and forth.

Which class must give the list

A small holding company therefore does not have to list its subsidiaries, but does show that they exist: the participating interests appear as financial fixed assets on the balance sheet. Article 2:379 was not amended for 2025 up to and including 2027; the latest change, in paragraph 5, was editorial. RJ 217 has been restructured for financial years from 2027, with the disclosure rules together in a paragraph of their own; according to the RJ without an intended change of substance. See RJ 214 and RJ 217.

Case: a medium-sized holding company with four interests

Beheer Vlietland BV (fictitious) is medium-sized and prepares consolidated annual accounts. It has these interests on 31 December 2026:

A 15% interest in a software company stays off the list: it is below the threshold and no subsidiary counts with it. Coating Noord BV is small and files its balance sheet, so the exception of paragraph 2, part d does not apply. Had Vlietland been a small BV, it would not have had to give any of these lines; it would, if it itself fell under a consolidating parent, have named the name and seat of that parent.

What often goes wrong with the list

• Counting only direct interests and forgetting indirect interests via subsidiaries in the one-fifth test.
• Giving equity and result of a consolidated subsidiary (unnecessary) and omitting them for a minority interest at cost (mandatory).
• Filling in the place of the visiting address instead of the registered seat.
• Not including a vof or cv in which the entity is managing partner, because there are no shares.
• At a small subsidiary, forgetting the name of the consolidating parent; that one disclosure remains mandatory for small.

How it works in Jaarrekening.io

The notes get a capital interests section for medium-sized and large entities; for small, the app only asks about the company that consolidates the group. If you have an exemption from the minister, you record it and the notes state that. The first annual accounts in your account are free, for every size class.

Sources

• Art. 2:379 BW: list of capital interests (wetten.overheid.nl)
• Art. 2:414 BW: list for the consolidated annual accounts (wetten.overheid.nl)
• Art. 2:396 BW: exemption for small entities (wetten.overheid.nl)
• Art. 2:408 BW: exemption for intermediate holding company (wetten.overheid.nl)
• RJ bundle for medium-sized and large entities (rjnet.nl)

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