Article 2:403 DCC: the group exemption and the 403 declaration explained

The short answer

Article 2:403 DCC exempts a Dutch group company from the presentation rules, the audit and the filing of its own annual accounts. Conditions: the shareholders consent in writing every financial year, another company consolidates it and accepts joint and several liability (the 403 declaration), and the documents are on file with the Business Register on time. Withdrawal is governed by article 2:404.

Updated 30 October 2026

Key facts

The conditions of paragraph 1, point by point

1. An entity belonging to a group need not prepare its annual accounts in accordance with the rules of this title, provided that:

a. the balance sheet states in any case the sum of the fixed assets, the sum of the current assets, and the amount of equity, of provisions and of liabilities, and the profit and loss account states in any case the result from ordinary activities and the balance of other income and expenses, all after tax;

b. the members or shareholders have declared in writing, after the start of the financial year and before the adoption of the annual accounts, that they consent to the deviation from the rules;

c. the financial data of the entity have been consolidated by another entity or company in consolidated annual accounts to which, under the applicable law, the regulation of the European Parliament and of the Council on the application of international accounting standards, Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ EU 2013, L 182) or one of the two Directives of the Council of the European Communities on the annual accounts and consolidated accounts of banks and other financial institutions or of insurance undertakings applies;

d. the consolidated annual accounts, insofar as not drawn up or translated in Dutch, are drawn up or translated in French, German or English;

e. the auditor's report and the management report are drawn up or translated in the same language as the consolidated annual accounts;

f. the entity or company referred to under c has declared in writing that it accepts joint and several liability for the debts arising from legal acts of the entity; and

g. the declarations referred to in parts b and f have been filed with the Business Register, as well as, each time within six months after the balance sheet date or within one month after a permitted later publication, the documents or translations referred to in parts d and e.

• a. Minimum statements. A balance sheet with five amounts (fixed assets, current assets, equity, provisions, liabilities) and a profit and loss account with two lines; the amounts of those two lines are stated after tax. Showing more is allowed; showing less is not.
• b. Consent. All shareholders or members sign, anew every financial year (RJ 305.204). The signature must be dated after the start of the financial year and before the adoption of the annual accounts. Consent signed in December for the following year therefore does not count.
• c. Consolidation by another. The company that consolidates need not be the direct parent; a grandparent can be it too. Its consolidated annual accounts must fall under the EU Accounting Directive, the IAS Regulation or the directives for banks and insurers. That is usually the case for a capital company in an EU or EEA state. A parent outside the EU that consolidates only under its own law does not meet this.
• d and e. Language. The consolidated annual accounts are in Dutch, French, German or English, or translated into one of those languages. The auditor's report and the management report are in the same language as those annual accounts.
• f. The 403 declaration. The company from part c, and not just any other group company, accepts joint and several liability in writing for the debts arising from legal acts of the subsidiary: purchase, lease, loans, employment contracts. Debts that follow directly from the law, such as a tax assessment, fall by the letter outside that description.
• g. Filing. The declarations under b and f go to the Business Register. The consolidated annual accounts, the auditor's report and the management report (or their translations) follow each time within six months after the balance sheet date. If the consolidating company may publish later under its own law, one month after that publication applies.

Paragraphs 2 to 4: parallel companies, consequences and exception

2. If, in the group or the part of the group whose data are included in the consolidated annual accounts, the entity or company referred to in paragraph 1(f) and another are on the same level, paragraph 1 applies only if this other entity or company has also issued a liability declaration; in that case paragraph 1(g) and article 404 apply mutatis mutandis.

Paragraph 2 concerns groups with two equal top companies. If another company on the same level stands next to the liable company, it must accept liability too. In the ordinary Dutch holding with subsidiaries this does not arise.

3. For an entity to which paragraph 1 applies, articles 391 to 394 do not apply.

Paragraph 3 is what most groups are after. No management report is needed (art. 2:391 DCC), no other information (art. 2:392 DCC), no statutory audit (art. 2:393 DCC) and no filing of the entity's own annual accounts (art. 2:394 DCC). What remains: the subsidiary prepares its annual accounts and the general meeting adopts them (art. 2:210 DCC for the BV). The record-keeping duty of art. 2:10 DCC also continues as usual. According to RJ 305.202 and 305.203, these condensed annual accounts therefore retain their significance, among other things for the test on distributions; the RJ recommends continuing to use the usual accounting policies.

4. This article does not apply to entities referred to in article 398(7).

Public-interest entities cannot use the exemption: entities with listed securities, banks, insurers and organisations designated by order in council (art. 2:398(7) DCC).

Article 2:404: withdrawal and the remaining liability

1. A liability declaration referred to in article 403 can be withdrawn by filing a declaration to that effect with the Business Register.

2. Nevertheless, liability remains for debts arising from legal acts performed before the withdrawal can be invoked against the creditor.

3. The remaining liability is terminated with respect to the creditor if the following conditions are met:

a. the entity no longer belongs to the group;

b. a notice of the intention to terminate has been available for inspection at the Business Register for at least two months;

c. at least two months have passed since the announcement in a nationally distributed daily newspaper that and where the notice is available for inspection;

d. the creditor has not objected in time to the intention, or the objection has been withdrawn or declared unfounded by a final judicial decision.

4. If the creditor so requires, security must be provided to him, or another guarantee given to him, for the satisfaction of his claims for which liability is still running, on pain of an objection referred to in paragraph 5 being declared well-founded. This does not apply if, after the termination of the liability, in view of the financial position of the entity or on other grounds, he has sufficient guarantees that these claims will be satisfied.

5. Until two months after the announcement, the creditor for whose claim liability is still running may object to the intention to terminate by submitting a request to the court of the place of residence of the entity that is the principal debtor.

6. The court declares the objection well-founded only after a period specified by it for giving a guarantee specified by it has expired without the guarantee having been given.

Withdrawing and terminating are two steps. With the withdrawal (paragraph 1) the liability for new debts stops. For debts under agreements from before, the parent remains liable (paragraph 2): that is the remaining liability. It ends only after the procedure of paragraph 3, and only if the subsidiary has left the group. A parent that keeps its subsidiary can therefore file the withdrawal, but does not get rid of the old debts.

According to the KVK, the liability declaration and a withdrawal go as an original with original signatures by post to KVK, Backoffice Verklaringen, Postbus 1544, 3000 DP Rotterdam (kvk.nl, consulted 27 October 2026). A consent or auditor's declaration can be sent by post or by e-mail to verklaring@kvk.nl; declarations may be in Dutch, English, French or German.

What the 403 exemption yields for a micro, small, medium-sized or large subsidiary

The exemption is open to every size class (confirmed for micro in RJk M1.103). What it yields differs greatly. The class thresholds below are those for financial years beginning on or after 1 January 2024.

What applies for financial years 2025, 2026 and 2027

The conditions are identical for the three financial years: art. 2:403 has not been amended since 1 July 2016 and art. 2:404 since 1 September 2017, and no amendment has been announced. The RJ has amended chapter 305 and chapter 217 for reporting years beginning on or after 1 January 2027; for 2025 and 2026 the previous versions apply. Important for anyone closing financial year 2025 now: with a balance sheet date of 31 December 2025, the consolidated documents had to be on file with the Business Register by 30 June 2026 at the latest, unless the consolidating company was allowed to publish later under its own law. If a condition was missing, the exemption does not apply for 2025 and the subsidiary follows Title 9 in full, with filing by 31 December 2026 at the latest (art. 2:394(3) DCC).

Case: an installation company under a 403 declaration

Kempen Installatie BV has € 11 million in assets, € 26 million in turnover and 120 employees for 2026. On its own it is medium-sized and subject to audit. All its shares are held by Kempen Groep BV, which consolidates a large group. This is how financial year 2026 runs:

1. 2 February 2026: Kempen Groep files its liability declaration for Kempen Installatie, as an original by post. That declaration remains valid until it is withdrawn.
2. 9 March 2026: Kempen Groep, as sole shareholder, signs the consent declaration for financial year 2026 and files it.
3. 31 May 2027: the board of Kempen Installatie prepares the condensed annual accounts for 2026; on 10 June 2027 Kempen Groep, as general meeting, adopts them.
4. 30 June 2027: the consolidated annual accounts for 2026 of Kempen Groep are on file with the Business Register with auditor's report and management report.

The profit and loss account has two lines: result from ordinary activities after tax € 1.150.000 and balance of other income and expenses after tax € 0. Kempen Installatie does not have its annual accounts audited and does not file them. In return, Kempen Groep stands surety for the debts arising from legal acts of its subsidiary: the greater part of the € 7,5 million of liabilities on the balance sheet, plus everything the subsidiary enters into later.

On 1 September 2027 Kempen Groep sells the subsidiary. On 6 September it files a withdrawal. It remains liable for a supplier contract from 2026 with an outstanding claim of € 250.000. To close that off as well, on 15 September 2027 it makes a notice available for inspection at the Business Register and on 16 September places an announcement in a national daily newspaper. Until 16 November 2027 creditors can object. The supplier objects at the court and asks for security. Kempen Groep gives a bank guarantee of € 250.000 and the supplier withdraws the objection. The remaining liability then ends. For financial year 2027 the exemption no longer applies, unless the buyer, as consolidating company, itself issues a 403 declaration and meets the other conditions. Otherwise Kempen Installatie prepares full annual accounts, has them audited and files them.

Where groups get stuck on the 403 scheme

• The consent declaration is signed once and then forgotten, or signed only after adoption. It belongs to one financial year and must be on hand before adoption.
• Not all shareholders sign. A minority shareholder of 5% can block the exemption this way.
• An intermediate holding company that does not consolidate under art. 2:408 DCC issues the 403 declaration. Because it prepares no consolidated annual accounts, condition c is not met; the declaration must come from the company that does consolidate (RJ 217.210 and 305.201b).
• The consolidating parent is outside the EU and consolidates only under its own law. For art. 2:403 that is insufficient; for the intermediate holding exemption of art. 2:408 DCC equivalent annual accounts can suffice.
• The consolidated documents reach the Business Register too late. The exemption then lapses for that year, with all consequences: audit, management report and filing of full annual accounts, and in a bankruptcy the presumption of evidence of art. 2:248(2) DCC.

Further reading on the group exemption

• Article 2:408 DCC: the exemption for the intermediate holding company, which often plays alongside art. 2:403 in one group.
• Articles 2:405–2:414 DCC: the consolidated annual accounts that condition c requires, and the disclosure of paragraph 5 of art. 2:414.
• Article 2:394 DCC, article 2:393 DCC and article 2:391 DCC: the duties that paragraph 3 switches off.
• Article 2:398 DCC: who is a public-interest entity.
• RJ 305 and 315 and RJ 217; for micro and small the RJk.
• Glossary: 403 declaration and group exemption. In English: 403 declaration.

How it works at Jaarrekening.io

Jaarrekening.io has a checklist for art. 2:403 per financial year: for each condition a status, a date and the supporting document, with the deadlines alongside. For the consent and the liability declaration there is a template that you adapt and have reviewed. If the exemption applies, the app prepares the condensed balance sheet and profit and loss account of part a, and the filing page shows what must go to the Business Register: the two declarations and the documents of the consolidating company, not the entity's own annual accounts. The app does not make an XBRL file of the declarations; the KVK accepts them by post or e-mail. The app sends nothing to the KVK.

Sources

• Art. 2:403 DCC: group exemption, text in force from 1 July 2026 (wetten.overheid.nl)
• Art. 2:404 DCC: withdrawal and remaining liability, text in force from 1 July 2026 (wetten.overheid.nl)
• Art. 2:414 DCC: disclosure of liability declarations issued (paragraph 5), text in force from 1 July 2026 (wetten.overheid.nl)
• Art. 2:398 DCC: public-interest entities (paragraph 7), text in force from 1 July 2026 (wetten.overheid.nl)
• KVK: filing declarations (liability, withdrawal and consent declaration), consulted 27 October 2026
• Dutch Accounting Standards Board (RJ) guidelines (rjnet.nl)

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