Article 2:395 DCC: making the annual accounts public in another manner
Article 2:395 of the Dutch Civil Code (DCC) governs what you state when you make the annual accounts public other than through the Business Register, for example on your website or in a brochure. The full annual accounts must be accompanied by the auditor's report or the reason it is missing. For only a balance sheet or an abridged version, you refer to the filing and expressly do not add the report.
The short answer
Article 2:395 of the Dutch Civil Code (DCC) governs what you state when you make the annual accounts public other than through the Business Register, for example on your website or in a brochure. The full annual accounts must be accompanied by the auditor's report or the reason it is missing. For only a balance sheet or an abridged version, you refer to the filing and expressly do not add the report.
Updated 30 October 2026
Key facts
| Governs | Statements required when the annual accounts, or part of them, are published outside the filing |
| Applies to | Every size class; the filing itself remains mandatory (art. 2:394 DCC) |
| Criminal liability | Infringement is an economic offence (art. 1(4°) WED) |
| Text | Unchanged since 27 July 2005; the same for financial years 2025, 2026 and 2027 |
| Guidance | RJ 396.114 through 396.117 |
Why this rule exists
An entity can bring its figures to the outside world in many ways: as a PDF on the website, in an annual booklet for customers, as key figures in a press release. Article 2:395 makes sure the reader knows what he has in front of him. If an auditor's report is attached, it must belong to exactly the document he is reading. If it is an extract, the report on the full annual accounts may not appear under it, because that would give the impression that the extract itself has been audited. RJ 396.114 points out that such a publication never replaces the filing.
The three paragraphs explained
Paragraph 1: the full annual accounts
If the annual accounts are made public in a manner other than pursuant to the preceding article, the auditor's report referred to in article 393(5) is in any case added to them. For the application of the preceding sentence, the annual accounts of a legal entity to which article 397 applies include the annual accounts in the form in which they may be made public pursuant to that article. If the report has not been issued, the reason for this is stated.
If you publish the annual accounts as a whole, the auditor's report belongs with them. For a medium-sized entity the publication version that article 2:397 permits also counts as 'the annual accounts': anyone who puts that on the website adds the report. If there is no report, for example because a small entity is exempt from audit, the document says why.
Paragraph 2: a part or an abridged version
If only the balance sheet or the profit and loss account, with or without notes, or if the annual accounts in abridged form are made public in a manner other than pursuant to the preceding article, this is stated unambiguously with reference to the disclosure pursuant to statutory provisions or, if that has not taken place, with notice of that fact. The auditor's report referred to in article 393(5) may then not be added. The disclosure states whether the accountant has issued this report. If the report has been issued, the disclosure states the kind of opinion, as referred to in article 393(6), the auditor's report contains, and also whether the accountant has in the report drawn particular attention to certain matters, without issuing a statement as referred to in article 393(6), point b. If the report has not been issued, the reason for this is stated.
If it concerns only the balance sheet, only the profit and loss account or a summary, the document states unambiguously that it is a part or summary and refers to the filing with the KVK, or states that this has not yet taken place. The auditor's report may not be attached. You do state whether the accountant issued a report, of which kind (unqualified, qualified, adverse, disclaimer) and whether he drew attention to particular matters. If the accountant has given his own opinion on the extract itself, that opinion may be attached (RJ 396.116).
Paragraph 3: not yet adopted, or seriously deficient
If the annual accounts have not yet been adopted, this is stated in the documents referred to in paragraphs 1 and 2. If a notification as referred to in the last sentence of article 362(6) has been made, this too is stated.
If you publish before adoption, that is stated. If after adoption the board has notified the Business Register that the annual accounts are seriously deficient (art. 2:362(6) DCC), every later publication states that as well.
What this means by size class
| Class | Full annual accounts on the website | Only balance sheet or key figures |
|---|---|---|
| Micro and small | State that there is no auditor's report and why: exemption under art. 2:395a(6) or 2:396(7) DCC | State that these are the abridged documents, whether and when they were filed, and that there is no report, with the reason |
| Medium-sized | Add the auditor's report; that also applies to the publication version of art. 2:397 DCC | Do not add a report; state the kind of report and any emphasis-of-matter paragraph |
| Large | Add the auditor's report | If medium-sized |
The rule speaks of making public. Annual accounts that you send only to your own bank or landlord are not public. The law does not expressly say that the statements are then needed; anyone who adds them anyway prevents misunderstanding. What a bank asks beyond that is covered in the KVK balance sheet for the bank.
Case: key figures on the website of a medium-sized construction company
Hofstede Bouwgroep BV (fictitious, medium-sized) wants to show two things on its website: the full 2025 annual accounts and a 'Key figures 2025' page for clients. The accountant signed an unqualified report on 2 June 2026, without an emphasis-of-matter paragraph. The general meeting adopted on 10 June; the BV filed on 15 June 2026.
| Key figure | 2025 | 2024 |
|---|---|---|
| Net turnover | € 38,4 million | € 35,1 million |
| Result after tax | € 1,9 million | € 1,6 million |
| Equity | € 9,6 million | € 8,3 million |
| Balance sheet total | € 21,3 million | € 19,8 million |
With the full annual accounts the BV places the auditor's report (paragraph 1). Under the key figures it places no report, but this text (paragraph 2):
The key figures tie in with the annual accounts: equity rises from € 8,3 million to € 9,6 million through the profit of € 1,9 million minus a dividend paid of € 0,6 million (8,3 + 1,9 − 0,6 = 9,6). Every number on the page must be traceable in the annual accounts in this way. Had the BV published the page before 10 June, it would have had to state that the annual accounts had not yet been adopted (paragraph 3).
What goes wrong with publications outside the KVK
- The auditor's report under a summary. That is exactly what paragraph 2 forbids.
- Writing 'audited' for a compilation report. A compilation report is not an audit and not a report within the meaning of art. 2:393(5) DCC; see compilation report.
- Publishing before adoption without saying so. Paragraph 3 requires that statement.
- Thinking a website publication replaces the filing. It comes in addition; art. 2:394 DCC remains in force.
- Sharing the abridged balance sheet of a small BV without explanation. State that it is the public, abridged version; the profit and loss account is not in it.
How this fits with other articles and the RJ
RJ 396.115 and 396.116 quote the explanatory memorandum: the rule aims to prevent an entity from giving, outside the register, a more favourable picture than the audited annual accounts. RJ 396 has not been amended since financial year 2005. The RJk for micro and small entities does not treat article 2:395 separately; the law applies to every class.
Infringement of article 2:395 is listed in article 1, point 4°, of the Economic Offences Act (Wet op de economische delicten), as is paragraph 3 of article 2:394 DCC. See also article 2:393 DCC on the kinds of reports and the abridged annual accounts for what micro and small entities file.
How it works in Jaarrekening.io
Because Jaarrekening.io does not know what you use an export for, the app puts the statements of article 2:395 on every export. A public version of a micro or small entity says that these are the abridged documents, whether and when they were filed and whether there is a report. For medium-sized and large entities the auditor's report itself goes along as an annex, or the reason why it is missing.
Sources
- Art. 2:395 DCC: disclosure in another manner (wetten.overheid.nl, text in force from 1 July 2026)
- Art. 2:393 DCC: the auditor's report and its forms (paragraphs 5 and 6)
- Art. 2:394 DCC: filing with the Business Register
- WED art. 1(4°): art. 2:395 DCC is also on the list
- rjnet.nl: the RJ standards with chapter 396 Disclosure
Frequently asked questions
May I put my annual accounts on my company's website?
Yes. If you put the full annual accounts online, you add the auditor's report or state why there is none, for example because a small BV is exempt (art. 2:395(1) DCC). If you put only the balance sheet or a summary online, you state that unambiguously, refer to the filing at the KVK and do not add the report (paragraph 2).
May the auditor's report accompany a press release with key figures?
No. For a part or an abridged version of the annual accounts, the auditor's report of article 2:393(5) DCC may not be added (art. 2:395(2) DCC). You do state whether the accountant issued a report, of which kind it is and whether he drew attention to particular matters.
Does article 2:395 also apply if I send the annual accounts to the bank?
The rule is about making public, such as on a website or in a brochure. Annual accounts that you send only to your own bank are not public, and the law does not expressly say that the statements are then needed. Adding them does prevent misunderstanding, especially with an abridged balance sheet without a profit and loss account.
What if I publish before the annual accounts are adopted?
Then you state with the document that the annual accounts have not yet been adopted (art. 2:395(3) DCC). If the board has notified the Business Register that the annual accounts are seriously deficient (art. 2:362(6) DCC), you state that too.
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