Article 2:383 DCC: remuneration and loans of directors in the notes
Article 2:383 DCC requires the total remuneration of directors and supervisory directors in Dutch annual accounts and the loans they received from the entity. Articles 2:383a up to and including 2:383e add rules for foundations, associations and the open NV.
The short answer
Article 2:383(1) DCC requires the total remuneration, including pension charges, of directors and, separately, of supervisory directors, current and former; if it is traceable to one person it may be omitted. Paragraph 2 requires loans, advances and guarantees to them, without that exception. A small entity gives only paragraph 2. Articles 2:383c up to and including 2:383e apply to the open NV.
Updated 30 October 2026
Key facts
| Paragraph 1 remuneration | Medium-sized and large; not for small (art. 2:396(5) DCC) and micro (art. 2:395a(6) DCC) |
| Paragraph 2 loans | Small, medium-sized and large; micro may voluntarily below the balance sheet |
| No omission | Not because of minor importance (art. 2:363(3) DCC); only paragraph 1 has the exception for one person |
| 2:383a | Foundation and association of art. 2:360(3) DCC: statutory rule and appropriation of the result |
| 2:383b up to and including 2:383e | Only the open NV without a stock exchange listing; not for small (art. 2:396(7) DCC) |
| Elaboration | RJ 271 paragraphs 6 and 7, RJ 275 (options), RJ 630 and 640 (foundations and associations) |
Paragraph 1: the remuneration of directors and supervisory directors
1. Stated shall be the amount of the remuneration, including pension charges, and of the other payments for the directors and former directors together and, separately, for the supervisory directors and former supervisory directors together. The previous sentence relates to the amounts that were charged to the entity in the financial year. If the entity has subsidiaries or consolidates the financial data of other companies, the amounts charged to them in the financial year shall be included in the statement. A statement that can be traced to a single natural person may be omitted.
What this means. You give two totals: one for all current and former directors together, one for all current and former supervisory directors together. The total includes salary, pension charges, bonuses, company car and other allowances, insofar as they were charged to the result in this financial year. What a subsidiary or a consolidated company pays counts too. If a reader can derive the remuneration of one person from the total, because there is only one director or only one supervisory director, that total may be omitted.
Who counts as a director is the director under the articles of association. If a director works through a management agreement with his own holding company, the fee the entity pays is in fact the remuneration for his directorship; include it in the statement. RJ 271.605 recommends showing sitting and former directors separately; with a board of executive and non-executive directors you split the total between those two groups under RJ 271.605a, unless one person becomes identifiable. A supervisory director who gives advice that goes far beyond normal supervision and that you would otherwise have bought from a third party need not state that advisory fee as remuneration under RJ 271.604.
Paragraph 2: loans, advances and guarantees
2. With the exception of the last sentence, paragraph 1 also applies to the amount of the loans, advances and guarantees, for the benefit of directors and supervisory directors of the entity, provided by the entity, its subsidiaries and the companies whose data it consolidates. Stated shall be the amounts still outstanding, the amounts written down and the amounts waived, the interest rate, the principal other terms and the repayments during the financial year.
What this means. If the BV lends money to its director, there is a debit balance on the current account of the director-major shareholder, or the BV stands surety for a private loan of a director, you give: the outstanding amount, what was written off or waived, the interest, the principal other terms (security, repayment schedule) and what was repaid in the year. The exception for one person expressly does not apply here. A BV with one director who owes the BV money therefore always states this. RJ 222.311 asks for the details to be given separately for directors and for supervisory directors.
Article 2:383a: foundations and associations with an enterprise
The foundations and associations referred to in article 360(3) shall state both the statutory rule on the appropriation of the result and the manner in which the result after taxes is appropriated.
What this means. A foundation or association that falls under Title 9 because its enterprises achieve a net turnover above the threshold of art. 2:360(3) DCC has no shareholders to whom profit is due. It therefore states what its articles of association say about the result, and where this year's result goes, for example a designated reserve for a new building. This article also applies if it is small; only the micro entity is exempt. It is in turn exempt from art. 2:380c DCC and art. 2:392(1)(b) DCC (art. 2:392(5) DCC). See RJ 630.
Articles 2:383b up to and including 2:383e: the open NV
Article 383b: In derogation from article 383, articles 383c up to and including 383e apply to the public limited company (naamloze vennootschap), with the exception of the public limited company whose articles of association provide exclusively for registered shares, contain a blocking arrangement and do not permit depositary receipts to bearer to be issued with the company's cooperation, and with the exception of the public limited company whose shares or depositary receipts issued with the company's cooperation are admitted to trading on a regulated market as referred to in article 1:1 of the Financial Supervision Act.
Article 383c:
1. The company shall state the amount of the remuneration for each director. This amount shall be broken down into
a. periodically paid remuneration,
b. remuneration payable in the long term,
c. payments on termination of employment,
d. profit sharing and bonus payments,
insofar as these amounts were charged to the company in the financial year. If the company has paid remuneration in the form of a bonus that is wholly or partly based on achieving the targets set by or on behalf of the company, it shall give notice of this. In doing so the company shall state whether these targets were achieved in the reporting year.
2. The company shall state the amount of the remuneration for each former director, broken down into remuneration payable in the long term and payments on termination of employment, insofar as these amounts were charged to the company in the financial year.
3. The company shall state the amount of the remuneration for each supervisory director, insofar as these amounts were charged to the company in the financial year. If the company has granted remuneration in the form of profit sharing or a bonus, it shall state this separately, stating the reasons underlying the decision to grant remuneration in this form to a supervisory director. The last two sentences of paragraph 1 apply mutatis mutandis.
4. The company shall state the amount of the remuneration of each former supervisory director, insofar as this amount was charged to the company in the financial year.
5. If the company has subsidiaries or consolidates the financial data of other companies, the amounts charged to them in the financial year shall be included in the statements, allocated to the relevant category of remuneration referred to in paragraphs 1 up to and including 4.
6. The company shall state the amount of the adjustment or recovery of remuneration as referred to in article 135, paragraphs 6 up to and including 8.
Article 383d:
1. The company that grants directors or employees rights to take or acquire shares in the capital of the company or a subsidiary shall state, for each director and for the employees together:
a. the exercise price of the rights and the price of the underlying shares in the capital of the company if that exercise price is lower than the price of those shares at the time the rights were granted;
b. the number of rights not yet exercised at the beginning of the financial year;
c. the number of rights granted by the company in the financial year with the associated conditions; if such conditions are changed during the financial year, these changes shall be stated separately;
d. the number of rights exercised during the financial year, stating in any case the number of shares and the exercise prices associated with that exercise;
e. the number of rights not yet exercised at the end of the financial year, stating:
- the exercise price of the rights granted;
- the remaining term of the rights not yet exercised;
- the principal conditions that apply to the exercise of the rights;
- a financing arrangement made in connection with the granting of the rights; and
- other data that are relevant for assessing the value of the rights;
f. if applicable: the criteria used by the company that apply to the granting or exercise of the rights.
2. The company that grants supervisory directors rights to acquire shares in the capital of the company or a subsidiary shall further state, for each supervisory director, these rights, as well as the reasons underlying the decision to grant these rights to the supervisory director. Paragraph 1 applies mutatis mutandis.
3. The company shall state how many shares in the capital of the company have been purchased at the balance sheet date or will be purchased after the balance sheet date, or how many new shares have been issued at the balance sheet date or will be issued after the balance sheet date, for the purpose of exercising the rights referred to in paragraphs 1 and 2.
4. For the purposes of this article, shares also means the depositary receipts for shares issued with the cooperation of the company.
Article 383e: The company shall state the amount of the loans, advances and guarantees, for the benefit of each director and each supervisory director of the company, provided by the company, its subsidiaries and the companies whose data it consolidates. Stated shall be the amounts still outstanding, the interest rate, the principal other terms, and the repayments during the financial year.
What this means. For the "open" NV this block replaces the totals of article 2:383 with data per person. Open here means: the articles of association permit bearer shares, or lack a blocking arrangement, or permit depositary receipts to bearer to be issued with the NV's cooperation. A closed NV with only registered shares and a blocking arrangement falls outside, as does a listed NV; the latter gives the same data in its remuneration report (art. 2:135b DCC; RJ 271.602). A BV never falls under 2:383c up to and including 2:383e.
The open NV gives per director the remuneration in four types: periodic, deferred, on departure and profit sharing or bonus. For a bonus that depends on targets, it says whether the targets were met. For former directors and for (former) supervisory directors the same applies in a more limited form. It describes share options per director and for the employees together, with numbers, exercise prices and terms (2:383d; for the measurement see RJ 275). It gives loans and guarantees per person (2:383e).
Remuneration and loans per class
| Class | Paragraph 1 remuneration | Paragraph 2 loans | 2:383a | 2:383b–e (open NV) |
|---|---|---|---|---|
| Micro (balance sheet total ≤ € 450.000, net turnover ≤ € 900.000, < 10 employees) | No | Voluntary below the balance sheet | No | No |
| Small (balance sheet total ≤ € 7,5 mln, net turnover ≤ € 15 mln, < 50 employees) | No (art. 2:396(5) DCC) | Yes | Yes | No (art. 2:396(7) DCC) |
| Medium-sized (balance sheet total ≤ € 25 mln, net turnover ≤ € 50 mln, < 250 employees) | Yes, unless traceable to one person | Yes | Yes | Yes |
| Large (balance sheet total > € 25 mln, net turnover > € 50 mln, ≥ 250 employees) | Yes, unless traceable to one person | Yes | Yes | Yes |
Institutions in the (semi-)public sector that fall under the Standards for Remuneration Act (Wet normering topinkomens, WNT) may include the WNT accountability in the annual accounts and then omit the statement of article 2:383(1) and 2:383c (RJ 271.701, with reference to art. 4.2 WNT). The six articles of this block apply in the same text in 2025, 2026 and 2027; RJ 271 has been amended in the edition for financial years from 2027. Elaboration: RJ 271 employee benefits.
Case: the current account of a director-major shareholder
Adviesbureau Kruisweg BV (fictitious, small) has one director, who is also the sole shareholder. On 1 January 2026 he owes the BV € 60.000 on his current account. According to the written agreement he pays 4% interest, there is no security and no fixed repayment schedule. In 2026 he repays € 12.000; nothing is written off or waived.
| Detail (art. 2:383(2)) | 2026 |
|---|---|
| Balance 1 January | € 60.000 |
| Repayments in the year | − € 12.000 |
| Still outstanding on 31 December | € 48.000 |
| Written down or waived | € 0 |
| Interest rate | 4% |
| Principal other terms | No security, no fixed repayment schedule |
As a small BV, Kruisweg need not state the remuneration of its director, but this table must be in the notes, even though the reader traces the loan straight to that one director. If Kruisweg were medium-sized, with two directors who together received € 410.000 in salary, pension charges and bonus, a former director with a € 25.000 pension payment charged to the BV and three supervisory directors with € 15.000 each, it states € 435.000 for (former) directors and, separately, € 45.000 for the supervisory directors. Had it had only one director and no former director charged to the BV, that first amount could be omitted; the loan could not.
Mistakes with remuneration and loans
- Hiding a debit balance on the director's current account under "other receivables" without the details of paragraph 2.
- Applying the exception for one person to the loan as well; it applies only to the remuneration of paragraph 1.
- Keeping the management fee to the director's holding company out of the statement, while it is the remuneration for the directorship.
- Not counting pension charges or a company car in the total.
- For a foundation or association under Title 9, omitting the appropriation of the result because "small needs no appropriation of profit"; 2:383a also applies to small.
How it works in Jaarrekening.io
The app first asks whether the statement of remuneration is traceable to one person and asks for the amount only if it is not; that part appears for medium-sized and large. It asks about loans to directors for every class; for a micro entity that disclosure is voluntary. For an open NV it asks for the statement per director and supervisory director. The first annual accounts in your account are free, for every size class.
Sources
- Art. 2:383 BW: remuneration and loans of directors and supervisory directors (wetten.overheid.nl)
- Art. 2:383a BW: appropriation of result of foundation and association (wetten.overheid.nl)
- Art. 2:383b BW: scope for the NV (wetten.overheid.nl)
- Art. 2:383c BW: remuneration per person (wetten.overheid.nl)
- Art. 2:383d BW: rights to shares (wetten.overheid.nl)
- Art. 2:383e BW: loans per person (wetten.overheid.nl)
- Art. 2:396 BW: exemptions for small entities (wetten.overheid.nl)
- RJ bundle for medium-sized and large entities (rjnet.nl)
- RJk bundle for micro and small entities (rjnet.nl)
Frequently asked questions
Must a small BV put the remuneration of its director in the notes?
No. Article 2:383(1) DCC does not apply to a small entity (art. 2:396(5) DCC). A small BV does state loans, advances and guarantees to directors and supervisory directors (art. 2:383(2) DCC).
May the remuneration be omitted if the BV has only one director?
Yes, for the remuneration of paragraph 1: a statement that is traceable to one natural person may be omitted (art. 2:383(1), last sentence, DCC). For loans, advances and guarantees to that director this exception does not apply (paragraph 2).
Must a debit balance on the current account of the director-major shareholder go in the notes?
Yes, for a small, medium-sized or large BV, if the director-major shareholder is a director. A receivable from a director is a loan or advance within the meaning of article 2:383(2) DCC. You state the outstanding amount, amounts written down or waived, the interest, the principal other terms and the repayments during the year. For a micro BV the disclosure is voluntary.
Do articles 2:383c up to and including 2:383e apply to a BV?
No. They apply only to an NV that is not listed and whose articles of association do not exclusively provide for registered shares with a blocking arrangement (art. 2:383b DCC). Even for such an NV they lapse if it is small (art. 2:396(7) DCC).
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