Article 2:392 DCC: the other information accompanying the annual accounts
Article 2:392 of the Dutch Civil Code (DCC) lists the other information that the board adds to the annual accounts and the management report: the auditor's report or the reason it is missing, the profit provision in the articles of association, special control rights, shares without voting or profit rights, and secondary establishments. Only medium-sized and large entities add it; micro and small entities are exempt.
The short answer
Article 2:392 of the Dutch Civil Code (DCC) lists the other information that the board adds to the annual accounts and the management report: the auditor's report or the reason it is missing, the profit provision in the articles of association, special control rights, shares without voting or profit rights, and secondary establishments. Only medium-sized and large entities add it; micro and small entities are exempt.
Updated 30 October 2026
Key facts
| Governs | Six items that sit alongside the annual accounts and the management report; article 2:392a has lapsed |
| Mandatory for | Medium-sized and large entities |
| Exempt | Micro (art. 2:395a(6) DCC), small (art. 2:396(7) DCC) and a group company relying on the group exemption (art. 2:403(3) DCC) |
| Public | Yes, together with the annual accounts (art. 2:394(4) DCC); medium-sized entities leave out item d, item e and paragraph 3 (art. 2:397(7) DCC) |
| Text | Last amended on 19 September 2018; the same text applies to financial years 2025 through 2027 |
| Guidance | RJ 410 (unchanged since financial year 2017) and RJ 420 for the appropriation of profit |
What the other information is
The other information is a fixed list of facts that the board places after the annual accounts and the management report. It forms part of neither and is not adopted, but it does belong to the annual documents that are made available for inspection and filed. The auditor checks whether it has been added (art. 2:393(3) DCC); that it may not conflict with the annual accounts and the management report is stated in paragraph 2 of this article.
RJ 410.101 recommends placing it under a heading of its own and allows you to refer there to the place where an item already appears, for example the auditor's report at the back of the document. Article 2:392a, once the place for further rules, has lapsed.
What each paragraph requires of the board
Paragraph 1: the six items
The board adds the following information to the annual accounts and the management report:
a. the auditor's report referred to in article 393(5) or a statement of why it is missing;
b. a description of the provision in the articles of association on the appropriation of profit;
c. a description of the provision in the articles of association on contributions to a deficit of a cooperative or mutual insurance association, to the extent that it departs from the statutory provisions;
d. a list of the names of those who hold a special right under the articles of association concerning control of the legal entity, with a description of the nature of that right, unless this information has been disclosed in the management report pursuant to article 391(5);
e. a statement of the number of shares without voting rights and of the number of shares that carry no right, or only a limited right, to share in the profits or reserves of the company, stating the powers they confer;
f. a statement of the existence of secondary establishments and of the countries in which they are located, as well as of their trade name if this differs from that of the legal entity.
- a. Auditor's report. For an entity subject to the audit requirement, the report under art. 2:393(5) DCC. If it is missing, the reason is stated here. Only a lawful ground, such as the group exemption of art. 2:403 DCC, makes adoption without a report possible (art. 2:393(7) DCC).
- b. Profit provision in the articles of association. A description of what the articles of association say about the appropriation of profit, not the proposal for this year; that proposal belongs in the notes (art. 2:380c DCC). If the articles are silent, write that down.
- c. Deficit provision. Only for a cooperative or mutual insurance association whose articles of association depart from the statutory rule on members' contributions to a deficit.
- d. Special control rights. Who holds a right that goes further than an ordinary share: a priority share, a right to appoint directors or a binding nomination. State the name and the nature of the right.
- e. Shares without voting rights or without (full) profit rights. The number and the powers they confer. A BV (private limited company) has been able to issue such shares since the flex-BV reform (art. 2:228(5) and 2:216(7) DCC).
- f. Secondary establishments. Whether the entity has secondary establishments, in which countries, and under which trade name if that differs.
Paragraph 2: no contradiction
The information may not conflict with the annual accounts or with the management report.
If the notes mention three establishments and the other information two, one of the two is wrong. Correct the other information before the auditor signs: the auditor checks whether it has been added (art. 2:393(3) DCC) and reports any shortcoming found in it in the auditor's report (art. 2:393(5)(e) DCC).
Paragraph 3: numbers and directors of the right holder
If a right referred to in paragraph 1(d) is embodied in a share, the number of such shares held by each right holder is stated. If such a right belongs to a company, association, cooperative, mutual insurance association or foundation, the names of its directors are also disclosed.
If the special right is attached to a share, state how many of those shares each holder has. If the holder is itself a legal entity, such as a continuity foundation (stichting continuïteit), you also give the names of its directors. That way a reader sees who is actually behind the right.
Paragraph 4: exemption
The provisions of paragraph 1(d) and paragraph 3 do not apply to the extent that Our Minister of Economic Affairs has granted the legal entity an exemption, on request, for serious reasons; this exemption may be granted each time for a maximum of five years. No exemption can be granted from the provisions of paragraph 1(d) where this information must be disclosed in the management report pursuant to article 391(5).
For serious reasons the minister can grant an exemption for item d and paragraph 3, each time for at most five years. That is an exception for special situations, for example where disclosing names creates a security risk. What must appear in the management report under the rules for listed companies is not covered. The reference to 'article 391(5)' has survived from an older text: article 2:391 now has four paragraphs and the basis for further rules is in art. 2:391a DCC.
Paragraph 5: foundation and association
The board of a foundation or an association as referred to in article 360(3) need not add the information referred to in paragraph 1(b) and in article 380c to the annual accounts and the management report.
A foundation or association that falls under Title 9 because it runs an enterprise with sufficient turnover (art. 2:360(3) DCC) adds no profit provision from its articles of association and also does not have to state the appropriation of profit under art. 2:380c DCC. The other items do apply if it is medium-sized or large.
Other information by size class and legal form
| Situation | Prepare | Make public |
|---|---|---|
| Micro and small | Not required (art. 2:395a(6) and 2:396(7) DCC) | – |
| Medium-sized | All items that apply | Without d, e and paragraph 3 (art. 2:397(7) DCC) |
| Large | All items that apply | Everything |
| Foundation or association under Title 9 | Without item b (art. 2:392(5) DCC) | If medium-sized or large |
| Cooperative and mutual insurance association | With item c if the articles of association differ | If medium-sized or large |
| Group company with a 403 declaration | Not required (art. 2:403(3) DCC) | – |
The management report and the other information may also be made available for inspection at the entity's office instead of being filed, with a notification to the Business Register. The auditor's report (item a) and the statement under item e must nevertheless go to the KVK (Dutch Chamber of Commerce) (art. 2:394(4) DCC). For a medium-sized entity, making item e public is omitted, so in practice the auditor's report remains.
Case: the other information of a medium-sized cold store
Koelhuis Schelde BV (fictitious) is medium-sized. The family holding company holds 900 ordinary shares. A continuity foundation holds one priority share to which the articles of association attach the right to make a binding nomination for the appointment of directors. Four key employees together hold 60 shares without voting rights and with the same profit right as the ordinary shares. In Ghent the BV has a secondary establishment trading as Schelde Cold Storage.
| Item | What the board adds | In the public version |
|---|---|---|
| a | The auditor's report, unqualified, dated 4 June 2026 | Yes |
| b | Description of the article of the articles of association on profit: the profit is at the disposal of the general meeting, with a distribution test by the board | Yes |
| c | Not applicable (BV) | – |
| d and paragraph 3 | Stichting Continuïteit Koelhuis Schelde, 1 priority share, binding nomination of directors; directors of the foundation: two names | No (art. 2:397(7) DCC) |
| e | 60 shares without voting rights; they carry meeting rights and profit rights, no voting rights | No (art. 2:397(7) DCC) |
| f | Secondary establishment in Belgium (Ghent), trade name Schelde Cold Storage | Yes |
The general meeting adopts the annual accounts on 10 June 2026, after taking note of the auditor's report. The BV files by 18 June 2026 at the latest, eight days later. If the cold store grows to large, the priority shareholder, the directors of the foundation and the 60 shares without voting rights also become public.
What often goes wrong with the other information
- Including the profit proposal as the provision in the articles of association. 'It is proposed to add the profit to the other reserves' is the proposal under art. 2:380c DCC, not a description of the articles of association.
- The auditor's report 'is still to follow' at adoption. Without a report and without a lawful ground, the general meeting cannot adopt the accounts. If the audit is not finished in time, the board files the prepared annual accounts stating that they have not yet been adopted (art. 2:394(2) DCC).
- Treating the other information as mandatory for a small BV. It is allowed, but the law does not require it. A sentence such as 'There is no auditor's report' is therefore not a legal requirement for a small entity.
- Forgetting the directors of the foundation. Where a priority share is held by a foundation, paragraph 3 also requires their names.
- Medium-sized entities publish everything. That is allowed, but item d, item e and paragraph 3 may stay out of the public version. Choose deliberately.
How this fits with RJ 410, RJ 420 and other articles
RJ 410 largely repeats the law and adds the recommendation of a heading of its own; the chapter has not changed since financial year 2017. RJ 410.106 confirms that a group company that applies art. 2:403 DCC does not have to add any other information. For the appropriation of the result itself RJ 420 is the guidance; see RJ 410 and 420. In the RJk standards for micro and small entities, the chapter on other information (A7) has lapsed, because the law no longer requires it for those classes.
Also read article 2:393 DCC on the auditor's report and article 2:394 DCC on filing and making available for inspection.
How it works in Jaarrekening.io
For a medium-sized or large entity, Jaarrekening.io asks for the items of article 2:392 that belong to the legal form: without a profit provision for a foundation or association, with the deficit provision only for a cooperative or mutual insurance association. If the articles of association contain no profit provision, the app inserts a fixed sentence saying so. If the auditor's report is missing, the app notes that adoption is only possible on a lawful ground.
Sources
- Art. 2:392 DCC on wetten.overheid.nl (version in force from 1 July 2026)
- Art. 2:397 DCC: what a medium-sized entity does not make public (paragraph 7)
- Art. 2:393 DCC: auditor's report and adoption (paragraphs 5 and 7)
- Art. 2:394 DCC: filing or making available for inspection (paragraph 4)
- Art. 2:380c DCC: appropriation of profit in the notes
- rjnet.nl: the RJ standards with chapter 410 Other information and 420 Appropriation of profit
Frequently asked questions
What is the other information accompanying annual accounts?
Six items that the board adds to the annual accounts and the management report (art. 2:392(1) DCC): the auditor's report or the reason it is missing, a description of the profit provision in the articles of association, for a cooperative or mutual insurance association a deviating deficit provision, special control rights under the articles, the number of shares without voting rights or profit rights, and secondary establishments. They are not part of the annual accounts and are not adopted.
Does a small BV have to include other information?
No. For a small entity the other information is not mandatory (art. 2:396(7) DCC), and a micro entity is also exempt via art. 2:395a(6) DCC. A small BV may include it voluntarily, but does not have to file it.
Is the proposal for the appropriation of profit part of the other information?
No. The other information contains a description of what the articles of association say about profit (art. 2:392(1)(b) DCC). The proposal or resolution on this year's profit belongs in the notes (art. 2:380c DCC). A small entity is exempt from that (art. 2:396(7) DCC).
Which of the other information does a medium-sized BV not publish?
The list of holders of special control rights under the articles (item d), the statement of shares without voting and profit rights (item e) and the numbers and directors under paragraph 3 (art. 2:397(7) DCC). The auditor's report, the profit provision in the articles and the secondary establishments do become public.
What do I write if the articles of association say nothing about profit?
Then write that the articles contain no provision on the appropriation of profit. Item b asks for a description of the provision in the articles; if there is none, that is the information. For a BV the law then applies: the general meeting appropriates the profit, to the extent that equity exceeds the statutory and articles-based reserves (art. 2:216(1) DCC), and a distribution requires the approval of the board (paragraph 2).
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