Article 2:381 DCC: what is not on the balance sheet but is in the notes

The short answer

Article 2:381 DCC requires disclosure of significant multi-year obligations outside the balance sheet, such as rent and lease, and of contingent assets and liabilities (paragraph 1). Paragraph 2 asks for off-balance-sheet arrangements, paragraph 3 for transactions with related parties on non-market terms. Articles 2:381a and 2:381b deal with financial instruments. Small gives paragraph 1, 2:381a and 2:381b part b.

Updated 30 October 2026

Key facts

Paragraph 1: multi-year obligations and contingent items

1. It shall be stated to which significant financial obligations not included in the balance sheet the entity is bound for a number of future years, such as those arising from long-term agreements. It shall also be stated to which contingent assets, contingent liabilities and unrecognised obligations the entity is bound. The obligations towards group companies shall be stated separately. Article 375(3) applies mutatis mutandis.

What this means. A five-year rental contract, an operating lease of company cars, a machine ordered but not yet delivered: these are obligations that are not yet on the balance sheet but will cost money in the coming years. You state them, with the amounts. You also state what depends on an uncertain event: a claim from a customer that you dispute, a guarantee to a third party, damages that you yourself may receive. Obligations to group companies are shown separately, and if you have given security, such as a mortgage or pledge, you say so too (the reference to art. 2:375(3) DCC).

For small entities RJk B10 makes it concrete: the total of promised payments for fixed assets, the total of long-term rent and use obligations (with the choice to indicate which part falls due after one year and which after five years), unusually large purchase or sale obligations for inventories and the joint and several liability within a fiscal unity for corporate income tax or VAT (RJk B10.205 up to and including B10.208). In the edition for financial years from 2027, RJk B10.205 also names liability for Pillar Two profit taxes. For medium-sized and large, RJ 252 elaborates this paragraph; RJ 252.517 asks there for the same disclosure of a fiscal unity and of liability for Pillar Two profit taxes.

Paragraph 2: off-balance-sheet arrangements

2. It shall also be stated what the nature, business purpose and financial consequences are of arrangements of the entity not included in the balance sheet, if the risks or benefits arising from these arrangements are significant and insofar as disclosure of such risks or benefits is necessary for assessing the financial position of the entity.

What this means. This paragraph targets structures in which risks or benefits stay off the balance sheet: sale and leaseback of a building, selling receivables to a factoring company with a residual risk, consignment stock, a company set up solely for one project. If the effect is significant, you describe what the arrangement is, why you entered into it and what it means financially. A medium-sized entity describes only nature and business purpose; RJ 390 elaborates the paragraph further.

Paragraph 3: transactions with related parties

3. It shall be stated which significant transactions the entity has entered into with related parties, as meant in the standards adopted by the International Accounting Standards Board and approved by the European Commission, other than under normal market conditions, the size of those transactions, the nature of the relationship with the related party, as well as other information on those transactions that is necessary to provide insight into the financial position of the entity. Information on individual transactions may be aggregated according to its nature, unless separate information is necessary to provide insight into the effects of transactions with related parties on the financial position of the entity. Disclosure of transactions between two or more members of a group may be omitted, provided subsidiaries that are party to the transaction are wholly owned by one or more members of the group.

What this means. Who is a related party follows the definition in the IFRS standard on related parties: among others shareholders with control or significant influence, directors and their close family, group companies and participating interests. The law asks only for transactions that are significant and not concluded on market terms: a building that the BV rents far below market rent from its director-major shareholder, or an interest-free loan to a sister company. You state the size, the relationship and whatever else is needed to understand the effect. Transactions with subsidiaries that fall entirely within the group may be omitted. RJ 330 elaborates this.

Articles 2:381a and 2:381b: financial instruments

Article 381a: If financial instruments are measured at current value, the entity shall state:

a. if the current value has been determined using valuation models and techniques, the assumptions underlying them;

b. per category of financial instruments, the current value, the changes in value recognised in the profit and loss account, the changes in value recognised in the revaluation reserve under article 390(1), and the changes in value deducted from the free reserves; and

c. per category of derivative financial instruments, information on the size and nature of the instruments, as well as the terms that may affect the amount, timing and certainty of future cash flows.

Article 381b: If financial instruments are not measured at current value, the entity shall state:

a. for each category of derivative financial instruments:

1°. the current value of the instruments, if it can be determined by one of the methods prescribed under article 384(4);

2°. information on the size and nature of the instruments; and

b. for financial fixed assets measured at an amount higher than current value and without the second sentence of article 387(4) having been applied:

1°. the carrying amount and the current value of the individual assets or of appropriate groups of the individual assets;

2°. the reason why the carrying amount has not been reduced, as well as the nature of the indications underlying the conviction that the carrying amount will be recoverable.

What this means. If you measure investments or derivatives at current value, you explain how that value was determined and where the changes in value ended up: in the profit and loss account, in the revaluation reserve or charged to the free reserves. If you measure at cost, you still give the current value and the size for derivatives, such as an interest rate swap on a bank loan. And if a financial fixed asset, for example a loan to a participating interest, is carried higher than it is worth without you writing it down, you explain why you expect to recover the carrying amount anyway.

The reference in 2:381b part b to "the second sentence of article 387(4)" comes from the numbering before 1 November 2015. At that time it contained the power to write down financial fixed assets for a decline in value at the balance sheet date; that sentence is now art. 2:387(3), second sentence. See article 2:387 and RJ 290.

What micro, small, medium-sized and large state

For 2025, 2026 and 2027, paragraphs 1 up to and including 3 and articles 2:381a and 2:381b apply in unchanged form. On the RJk side, B10 has been amended for financial years from 2026 and again from 2027. The edition for 2027 contains paragraphs on assets that are not on the balance sheet, such as a damages claim that you yourself file (RJk B10.301 and B10.302), which were still missing in the edition for 2025.

Case: a small transport company

Transportbedrijf Hoekstra BV (fictitious, small) rents its warehouse for another five years at € 60.000 per year and leases four tractor units for € 2.000 per tractor per month, for another thirty months. In December 2026 it orders a new tractor of € 145.000, to be delivered in March 2027. It forms a fiscal unity for corporate income tax with its holding company. A customer claims € 50.000 for damaged cargo; Hoekstra disputes the claim and its lawyer estimates the chance of it being awarded as small.

The notes contain: the table with € 540.000 of rent and lease obligations, the investment obligation of € 145.000 for the tractor, the joint and several liability for the corporate income tax of the fiscal unity and the disputed claim with its nature, without a provision because an outflow is not probable. Hoekstra is small, so paragraphs 2 and 3 do not apply. Had it been a medium-sized NV that rents its warehouse from its major shareholder for € 90.000 per year while the market rent is € 150.000, it would state that rent, the relationship and the difference of € 60.000 per year under paragraph 3.

What is often missing

• The joint and several liability within a fiscal unity for corporate income tax or VAT.
• The total of the rent and lease obligations, because the monthly amounts are "just costs".
• A bank guarantee given, or a surety for a group company, separate from the other obligations.
• For an interest rate swap measured at cost: the current value of the swap (art. 2:381b part a DCC, for medium-sized and large).
• Only disclosing a claim that will probably lead to payment, while it belongs under a provision.

How it works in Jaarrekening.io

The notes ask for contingent liabilities at every class and, from small upward, for long-term financial obligations. Off-balance-sheet arrangements and transactions with related parties come up only for medium-sized and large. For a micro entity these disclosures are voluntary; they are only included in the filing if you choose so. The first annual accounts in your account are free, for every size class.

Sources

• Art. 2:381 BW: off-balance-sheet obligations and related parties (wetten.overheid.nl)
• Art. 2:381a BW: financial instruments at current value (wetten.overheid.nl)
• Art. 2:381b BW: financial instruments not at current value (wetten.overheid.nl)
• Art. 2:397 BW: limitations for medium-sized entities (wetten.overheid.nl)
• Besluit actuele waarde (wetten.overheid.nl)
• RJ bundle for medium-sized and large entities (rjnet.nl)
• RJk bundle for micro and small entities (rjnet.nl)

Read more