Article 2:394 DCC: making the annual accounts public at the KVK

The short answer

Article 2:394 of the Dutch Civil Code (DCC) requires the entity to file the annual accounts with the Business Register of the KVK (Dutch Chamber of Commerce) within eight days of adoption, stating the date of adoption. If they have not been adopted two months after the preparation period, the board files the prepared version. They must be public at the latest twelve months after the financial year; there is no extension of that.

Updated 30 October 2026

Key facts

What article 2:394 governs

Public disclosure is the final link in the chain of preparing, adopting and filing. The board prepares the annual accounts within the deadline for the legal form, the general meeting or the body competent for it adopts them, and article 2:394 governs the step to the Business Register. The article applies to every legal entity under Title 9. How much of the annual accounts becomes public differs by size class: see micro, small and medium-sized. A group company that applies the group exemption files instead the documents of art. 2:403 DCC.

The deadlines in one continuous overview, including extension and postponement, are in the knowledge article filing deadline and extension. Below we deal with the text of each paragraph and what it requires in practice.

Paragraphs 1 to 8 in plain language

Paragraph 1: eight days, the language, the route and the date

The legal entity is obliged to make the annual accounts public within eight days of adoption. Disclosure is made by filing the annual accounts drawn up entirely in the Dutch language or, if these have not been prepared, the annual accounts in French, German or English, with the Business Register, where applicable in the manner prescribed by or pursuant to article 19a of the Business Register Act 2007 (Handelsregisterwet 2007). The day of adoption must be stated.

The eight days start on the day of adoption. If, for a BV in which all shareholders are directors, signing is treated as adoption (art. 2:210(5) DCC), that is the day on which the last director or supervisory director signs. The Dutch version is filed. If it does not exist because the general meeting chose another language, an English, German or French version is allowed. The route is electronic via SBR, on the basis of art. 19a of the Business Register Act 2007 and the Decree on electronic filing with the Business Register. The filed document states the day of adoption.

Signatures need not appear on it if the original has been signed. Article 15 of the Annual Accounts Formats Decree (Besluit modellen jaarrekening) provides for that:

To the extent that the statutorily required signatures have been placed on the original copy of the annual accounts, it is sufficient on other copies to state the names of the signatories. If a signature is missing on the original copy, the reason for this is stated on the other copies.

Paragraph 2: not adopted after two months, then the prepared version

If the annual accounts have not been adopted in accordance with the statutory provisions within two months after the end of the period prescribed for preparation, the board makes the prepared annual accounts public without delay in the manner prescribed in paragraph 1; the annual accounts state that they have not yet been adopted. Within two months of the judicial annulment of annual accounts, the legal entity must file with the Business Register a copy of the orders concerning the annual accounts contained in the judgment, stating the judgment.

If the general meeting has not adopted within two months after the end of the preparation period, the board waits no longer. It files the prepared annual accounts without delay, stating that they have not yet been adopted. If adoption does follow later, the adopted version follows within eight days (paragraph 1); the KVK asks for that too. The second sentence is about annual accounts annulled by the court: the orders in that judgment concerning the annual accounts go to the Business Register within two months, stating the judgment.

Paragraph 3: the twelve-month limit

At the latest twelve months after the end of the financial year, the legal entity must have made the annual accounts public in the manner prescribed in paragraph 1.

This is the hard limit. Whatever happens with preparing, extending or adopting: twelve months after the end of the financial year the annual accounts are in the Business Register, adopted or not. The law knows no extension of this deadline. For a financial year from 1 July 2025 to 30 June 2026 that is 30 June 2027; the filing deadline calculator works it out for every financial year.

Paragraph 4: management report and other information

Simultaneously with and in the same manner as the annual accounts, the management report and the other information referred to in article 392 are made public in Dutch or in one of the other languages mentioned in the first paragraph. The foregoing does not apply, except for the information referred to in article 392(1), points a and e, if the documents are kept available for inspection by anyone at the office of the legal entity and a full or partial copy is provided on request at no more than cost price; the legal entity gives notice of this for registration in the Business Register.

A medium-sized or large entity files the management report and the other information at the same time as the annual accounts. There is one alternative: keep the documents available for inspection by anyone at the office, with a copy at no more than cost price, and have that registered in the Business Register. The auditor's report (item a of art. 2:392(1) DCC) and the statement of shares without voting and profit rights (item e) then still go to the KVK. Micro and small entities prepare no management report or other information; this paragraph does not apply to them.

Paragraph 5: exemption by the minister

The preceding paragraphs do not apply if Our Minister of Economic Affairs has granted the exemption referred to in article 58, article 101 or article 210; in that case a copy of that exemption is filed with the Business Register.

The Minister of Economic Affairs can, for serious reasons, grant an exemption from preparing and adopting (art. 2:58, 2:101 and 2:210(8) DCC). Filing then lapses too, but the copy of the exemption goes to the Business Register. Such an exemption is rare.

Paragraph 6: keep for seven years

The documents referred to in the preceding paragraphs are kept for seven years. The Chamber of Commerce may transfer the data recorded on these documents to other data carriers, which it keeps in their place in the Business Register, provided that the transfer takes place with a correct and complete reproduction of the data and that these data are available throughout the full retention period and can be made legible within a reasonable time.

The KVK keeps the filed documents for seven years and may convert them digitally. This paragraph concerns the register, not your own records: your books and records are subject to the retention obligation of art. 2:10 DCC.

Paragraph 7: anyone with an interest can enforce filing

Any interested party can demand that the legal entity comply with the obligations described in paragraphs 1-5.

A creditor, shareholder or other person with an interest of their own in public figures can ask the court to order the legal entity to file after all.

Paragraph 8: listed companies

A company whose securities are admitted to trading on a regulated market as referred to in the Financial Supervision Act (Wet op het financieel toezicht) is deemed to have complied with:

a. paragraph 1, if it has sent the adopted annual accounts to the Stichting Autoriteit Financiële Markten pursuant to article 5:25o, first paragraph, of that Act;

b. paragraph 2, first sentence, if it has given notice to the Stichting Autoriteit Financiële Markten pursuant to article 5:25o, second paragraph, of that Act;

c. paragraph 4, first sentence, if it has sent the management report and the other information referred to in article 392 to the Stichting Autoriteit Financiële Markten pursuant to article 5:25o, fourth paragraph, of the Financial Supervision Act.

A company with securities on a regulated market already sends its annual reporting to the AFM. That then also counts as filing with the Business Register.

The deadlines for a financial year equal to the calendar year

The limit under paragraph 3 falls on 31 December 2026 for financial year 2025, on 31 December 2027 for 2026 and on 31 December 2028 for 2027. An extension of the preparation period does not move that limit; it only shortens the time left for adopting and filing.

Case: two BVs, two ways of adopting

Bakkerij Oostmolen BV: three shareholders and an extension

Bakkerij Oostmolen BV (fictitious, small) has three shareholders. Financial year 2025 is the calendar year. The bookkeeper is out for a long time in April 2026. On 20 May 2026 the general meeting extends the preparation period by three months because of that special circumstance: from 31 May to 31 August 2026. The date under paragraph 2 moves with it to 31 October 2026.

• Scenario A. The board prepares the annual accounts on 25 August. The general meeting adopts them on 14 September 2026. The BV files the abridged balance sheet with notes by 22 September 2026 at the latest.
• Scenario B. A shareholder blocks the meeting. On 31 October 2026 there is still no adoption. At the beginning of November the board files the prepared annual accounts stating that they have not yet been adopted, well before 31 December 2026. If the meeting adopts after all in January 2027, the adopted version follows within eight days.

Hendriks Advies BV: the DGA signs and that is the adoption

Hendriks Advies BV (fictitious, micro) has one shareholder, the DGA, who is also the sole director. There is no supervisory board and the articles of association do not exclude art. 2:210(5) DCC. As the general meeting, the DGA extends the preparation period because of special circumstances to 31 October 2026 and signs the annual accounts on Thursday 29 October. That signing is the adoption. Last day for filing: Friday 6 November 2026. If he signs only on Saturday 31 October, the eight days end on Sunday 8 November, the date the KVK states; under art. 1 of the General Time Limits Act (Algemene termijnenwet) the period then runs on until Monday 9 November. Do not count on that. For the five- and twelve-month periods that shift does not apply (art. 4 of that Act). See also adopting as sole shareholder.

Too late: criminal law and directors' liability

The Economic Offences Act (Wet op de economische delicten) refers in article 1, point 4°, to paragraph 3 of article 2:394, not to paragraph 1 or 2. So exceeding the twelve-month limit is the punishable act. The KVK points to a fine or prosecution by the Public Prosecution Service.

The civil consequence in bankruptcy weighs more heavily. For the BV it is in article 2:248(2) DCC, for the NV in article 2:138(2):

If the board has not complied with its obligations under articles 10 or 394, it has performed its duties improperly and it is presumed that improper performance of duties is an important cause of the bankruptcy. The same applies if the company is a fully liable partner of a general partnership or limited partnership and the obligations under article 15i of Book 3 have not been met. An unimportant omission is not taken into account.

If the board did not comply with article 2:394 in the three years before the bankruptcy (art. 2:248(6) DCC), improper management is established and it is presumed to have been an important cause of the bankruptcy. The trustee can then hold the directors jointly and severally liable for the shortfall. An unimportant omission does not count; whether a short overrun is unimportant is for the court to judge case by case. How to catch up on a backlog is covered in filing annual accounts late.

Electronic filing via SBR: what applies since 2026

The Decree on electronic filing with the Business Register prescribes SBR. Micro and small entities file this way from financial year 2016, medium-sized from 2017 (art. 2(1) and (2)). For large entities, and among others for medium-sized entities that form part of a group with a large group head, it applies from financial year 2025 (art. 2(3) and (4)). Since 1 January 2026 the decree expressly mentions the documents under paragraphs 1 and 4 of article 2:394 and the group documents filed under art. 2:403 and 2:408 DCC, and those documents go in the same format (art. 3 and 3a; Stb. 2024, 428).

Micro and small entities can enter the annual accounts themselves in the KVK's Zelf Deponeren portal; with financial software this is also possible. If digital filing does not work, the KVK asks you to contact it first; in exceptional cases it grants an exemption. Looking ahead: from 10 January 2028 an article 2:394a will apply to legal entities that must make sustainability reporting public, so that this data reaches the European Single Access Point (ESAP) via the KVK (Stb. 2026, 217 and 218). More on the format: filing with SBR and XBRL.

Mistakes that keep recurring when filing

• Thinking an extension also postpones filing. The preparation period moves, the twelve-month limit does not.
• Letting the eight days run from signing when not all shareholders are directors. Then art. 2:210(5) DCC does not apply and the date of the general meeting's resolution counts.
• Treating a corporate income tax extension as an extension at the KVK. They are separate; see CIT extension and the KVK.
• Waiting for an adoption that does not come. Paragraph 2 obliges the board to file itself; see filing annual accounts that are not adopted.
• Sending the minutes or the adoption resolution along. The KVK asks for the date of adoption on the document, not the minutes; see sending minutes along.
• Ignoring an error message from the portal. A submission that has been rejected has not been filed.

How it works in Jaarrekening.io

Jaarrekening.io calculates, per financial year and legal form, the preparation period, the date under paragraph 2, the eight days after adoption and the twelve-month limit, and puts the date of adoption or the statement that the annual accounts have not yet been adopted on the public version. The app sends nothing to the KVK: you file yourself or via your accountant and then record the receipt reference. For supported financial years the app produces an XBRL file as a validation candidate; for a large entity your accountant submits it with SBR software, together with the auditor's report.

Sources

• Art. 2:394 DCC: public disclosure (wetten.overheid.nl, text in force from 1 July 2026)
• Art. 2:210 DCC: preparing and adopting for the BV
• Art. 2:248 DCC: directors' liability in the bankruptcy of the BV
• WED art. 1(4°): exceeding the twelve-month limit
• Decree on electronic filing with the Business Register (text from 1 January 2026)
• Stb. 2024, 428: extension of the SBR obligation, in force 1 January 2026
• Stb. 2026, 217: Act implementing the European Single Access Point (art. 2:394a)
• Annual Accounts Formats Decree (Besluit modellen jaarrekening), art. 15
• General Time Limits Act (Algemene termijnenwet), art. 1 and 4: when a period runs on after the weekend
• KVK: final deadline for filing annual accounts

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