Article 2:386 DCC: depreciation, goodwill and development costs
Article 2:386 DCC governs how you depreciate: every year, also in a bad year, under a fixed system, with a hard period for incorporation costs and a ten-year safety net for goodwill and development costs.
The short answer
Article 2:386 DCC provides that you depreciate regardless of the profit for the year, explain the method and depreciate fixed assets with a limited useful life annually according to that useful life. Incorporation and issue costs you write off in at most five years; goodwill and development costs according to their useful life, and in at most ten years if that cannot be reliably estimated.
Updated 30 October 2026
Key facts
| Place in the law | Section 6 of Title 9 |
| Applies to | Every class as a valuation rule; the disclosure of paragraph 2 and the reasons of paragraph 3 not for micro (art. 2:395a(6) DCC) |
| Periods | Incorporation and issue of shares: at most five years. Goodwill and development: useful life; cannot be reliably estimated: at most ten years |
| Elaboration | RJ 210 (intangible fixed assets), RJ 212 (tangible fixed assets), RJ 216 (goodwill on acquisitions); RJk B1 and B2 |
Paragraphs 1, 2 and 4: depreciating is not a choice
1. Depreciation is carried out independently of the result of the financial year.
2. The methods according to which the depreciation has been calculated are set out in the notes.
4. Fixed assets with a limited useful life are depreciated annually according to a system that is aligned with the expected future useful life.
What this means. A delivery van, a machine or software loses value every year, also in a year in which profit disappoints. Skipping a year to polish the figures is therefore not allowed (paragraph 1). You choose a system that fits how the asset is used: straight-line, declining-balance or by production units, and apply it annually (paragraph 4). In the notes you say which method you use (paragraph 2); for intangible fixed assets the RJk leaves it to you whether you also state the useful lives or percentages (RJk B1.119). Land and other assets without a limited useful life are not depreciated.
RJ 212 elaborates this for tangible fixed assets: depreciate from the start of use, take a residual value into account, and depreciate significant components with a clearly different useful life, such as the roof and installations of a building, separately (RJ 212.418). A change in the estimated useful life is a change in estimate that you process from that moment, not a change in accounting policy.
Paragraph 3: incorporation costs, development and goodwill
3. The capitalised costs in connection with incorporation and with the issue of shares are written off in at most five years. The costs of development, insofar as capitalised, and the capitalised costs of goodwill are written off according to the expected useful life. In exceptional cases in which the useful life of development costs and goodwill cannot be reliably estimated, these costs are written off over a period of at most ten years. In such cases the reasons for the amortisation period of the costs of goodwill are stated in the notes.
What this means. If you capitalise the notary costs of incorporation or the costs of a share issue, they are gone within five years. For capitalised development costs and purchased goodwill the expected useful life applies. Only if that really cannot be reliably estimated do you fall back on a period of at most ten years; for goodwill you then explain why you choose that period. For capitalised incorporation and development costs you keep a legal reserve as long as they are on the balance sheet (art. 2:365(2) DCC); see article 2:365. The RJ incidentally recommends not capitalising costs of incorporation and share issue, because they do not meet the criteria for an intangible asset; whoever does not capitalise them charges them, after tax, to the share premium (RJ 240.214).
The RJ adds a presumption: the useful life of goodwill and of other intangible fixed assets is no longer than twenty years. Whoever depreciates over a longer period must explain why that presumption does not hold (RJ 216.403; RJk B1.115). The ten-year limit of the law is therefore not a standard period but a safety net for the exceptional case. Elaboration: RJ 210 and RJ 216.
Paragraph 5: the capitalised part of a debt
5. On the part of a debt capitalised in accordance with article 375 paragraph 5, a reasonable part is written off annually until repayment.
What this means. If on repayment you must pay back more than you received, for example a loan of € 950.000 with a repayment of € 1.000.000, that difference of € 50.000 may be carried as an asset on the balance sheet under art. 2:375(5) DCC. Paragraph 5 obliges you to write that amount off over the term. Under the effective interest method that RJ 254 and RJ 290 use for loans, the difference sits in the amortised cost of the loan itself; the result over the term is the same.
Depreciating and explaining per class
| Class | Depreciate (paragraphs 1, 3, 4, 5) | Explain (paragraph 2, end of paragraph 3) |
|---|---|---|
| Micro (balance sheet total ≤ € 450.000, net turnover ≤ € 900.000, < 10 employees) | Yes; in the profit and loss account one line with impairments (art. 2:395a(5) DCC) | No (art. 2:395a(6) DCC) |
| Small (balance sheet total ≤ € 7,5 mln, net turnover ≤ € 15 mln, < 50 employees) | Yes | Yes |
| Medium-sized (balance sheet total ≤ € 25 mln, net turnover ≤ € 50 mln, < 250 employees) | Yes | Yes |
| Large (balance sheet total > € 25 mln, net turnover > € 50 mln, ≥ 250 employees) | Yes | Yes |
With tax-based policies (micro and small) depreciation follows the tax rules. For tax purposes, depreciation of goodwill is limited to 10% of the acquisition cost per year (art. 3.30(2) Wet IB 2001, via art. 8 Wet Vpb 1969 also for the BV), so the tax period is at least ten years; commercially it may be shorter, which under commercial policies gives rise to deferred tax. The statutory text of article 2:386 is the same in financial years 2025, 2026 and 2027; RJ 210 was amended for financial years from 2026, RJk B1 has been unchanged since 2021.
Case: an acquisition with goodwill and a new machine
Installation company Brouwer BV (fictional, small) takes over the activities of a competitor on 1 April 2026 and pays € 600.000 more than the fair value of the acquired assets and liabilities. The board expects to benefit from the customer relationships and the staff for eight years. On 1 July 2026 Brouwer buys a bending machine of € 250.000 with an expected residual value of € 10.000 and a useful life of eight years.
| Asset | Policy | Depreciation 2026 | Carrying amount 31 December 2026 |
|---|---|---|---|
| Goodwill € 600.000 | 8 years straight-line, from 1 April: € 75.000 per year × 9/12 | € 56.250 | € 543.750 |
| Bending machine € 250.000 | (250.000 − 10.000) / 8 = € 30.000 per year × 6/12 | € 15.000 | € 235.000 |
Check: 600.000 − 56.250 = 543.750 and 250.000 − 15.000 = 235.000. If the board cannot reliably estimate the useful life of the goodwill, it writes off in at most ten years: € 60.000 per year, € 45.000 over the nine months of 2026. The notes then state the reasons for that period. For corporate income tax Brouwer writes off the goodwill over at least ten years; with eight years commercially, a temporary difference of € 11.250 arises in 2026 (56.250 − 45.000).
Mistakes in depreciation
- Skipping or lowering depreciation in a loss year to boost the result.
- Depreciating goodwill by default over ten years, while the expected useful life is shorter; ten years is the maximum for the exceptional case.
- Depreciating goodwill over more than twenty years without substantiating why the RJ presumption does not hold.
- Leaving capitalised development costs without a legal reserve.
- Processing a revised useful life retroactively as if it were a change in accounting policy.
Sources
- Art. 2:386 BW: depreciation (wetten.overheid.nl)
- Art. 2:365 BW: intangible fixed assets and legal reserve (wetten.overheid.nl)
- Art. 2:375 BW: capitalised part of a debt (wetten.overheid.nl)
- Art. 3.30 Wet IB 2001: depreciation of business assets, goodwill at most 10% per year (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
Over how many years must goodwill be amortised?
According to the expected useful life (art. 2:386(3) DCC). The RJ assumes that this is no longer than twenty years; a longer period you must substantiate. If in an exceptional case the useful life cannot be reliably estimated, you amortise in at most ten years and state the reasons in the notes.
May I depreciate less in a loss year?
No. Depreciation is carried out independently of the result of the financial year (art. 2:386(1) DCC). A different useful life is allowed if the estimate changes, but then because of the use of the asset and not because of the result, and you process it from that moment.
Within what period do I write off incorporation costs?
Capitalised costs of incorporation and of the issue of shares you write off in at most five years (art. 2:386(3) DCC). As long as they are capitalised, you keep a legal reserve equal to the carrying amount (art. 2:365(2) DCC).
Must a micro BV explain the depreciation method?
No. A micro entity has no notes under sections 5 and 6 (art. 2:395a(6) DCC). It does depreciate under article 2:386, and shows depreciation and impairments together as one line in the profit and loss account.
Read more
Preparing Dutch annual accounts?
Your first set of annual accounts is free, for every size class. Create an account and prepare the annual accounts of your Dutch company under Title 9 of Book 2 of the Dutch Civil Code.
Get started