Articles 2:405 and 2:409–2:414 DCC: how consolidated annual accounts are built

The short answer

Section 13 of Title 9 governs consolidated annual accounts. Article 2:405 defines them: the figures of the group as one whole. Articles 2:409 to 2:414 govern proportionate consolidation, which Title 9 rules carry over, the third-party interest, the balance sheet date, the difference on first consolidation and the list of companies. Who must consolidate is set out in 2:406–2:408.

Updated 30 October 2026

Key facts

Article 2:405: the group as one whole

1. Consolidated annual accounts are the annual accounts in which the assets, liabilities, income and expenses of the legal entities and companies that form a group or part of a group and other legal entities and companies included in the consolidation are included as one whole.

2. In accordance with article 362(1), the consolidated annual accounts must give insight into the whole of the legal entities and companies included in the consolidation.

“As one whole” is the core. What the companies owe each other or sell to each other disappears from the consolidated figures: a group cannot have a receivable from itself or make a profit on a sale to itself. RJ 260 elaborates this elimination of intra-group results. Paragraph 2 applies the insight requirement of art. 2:362(1) DCC to the whole: it concerns the equity, result, solvency and liquidity of the group, not of the parent alone.

Article 2:409: proportionate consolidation in a co-operation arrangement

The financial data of a legal entity or company may be included in the consolidated annual accounts in proportion to the interest held in it, if:

a. in that legal entity or company one or more companies included in the consolidation, under an arrangement for co-operation with other shareholders, members or partners, can jointly exercise the rights or powers referred to in article 24a, paragraph 1; and

b. this satisfies the statutory insight requirement.

Proportionate consolidation means: from each balance sheet item and each line of the profit and loss account you include only your percentage. It is allowed only with joint control under a co-operation arrangement. According to RJ 217.401 the method is limited to joint ventures within the meaning of RJ 215. A 60% subsidiary is fully consolidated with a third-party interest, not at 60%. Whoever does not want the method values the interest in the joint venture at net asset value (art. 2:389 DCC).

Article 2:410: which rules of Title 9 carry over

1. The provisions of this title on the annual accounts and parts thereof, except articles 365(2), 378, 379, 382a, 383, 383b to 383e, 389(6) and (8), and 390, apply mutatis mutandis to the consolidated annual accounts.

2. Inventories need not be broken down if, owing to special circumstances, this would involve disproportionate costs.

3. For well-founded reasons, to be stated in the notes, other valuation methods and principles for determining the result may be applied than in the entity's own annual accounts.

4. If a foreign legal entity also heads the group, the part of the group headed by it may be included in the consolidation in accordance with its law, with an explanation of the effect on equity and result.

5. The data referred to in article 382 are stated for all companies fully included in the consolidation; the data referred to in the first sentence of article 382 are stated separately for all companies included in the consolidation proportionately.

Paragraph 1 makes nearly all of Title 9 applicable to the group figures. The exceptions have a logic:

• No statutory reserves in the group figures: those for capitalised development costs (art. 2:365(2) DCC), for participating interests and translation differences (art. 2:389(6) and (8) DCC) and the revaluation reserve (art. 2:390 DCC). They protect the parent's creditors and belong in the company-only annual accounts.
• No movement schedule and no list of participating interests under art. 2:378 DCC and art. 2:379 DCC: for the group, the own list of art. 2:414 applies.
• No auditor's fees (art. 2:382a DCC) and no remuneration of directors (art. 2:383 DCC and 2:383b–e) as a statutory duty in the group notes. RJ 217.501 recommends including the fees in the consolidated notes anyway and permits giving the remuneration in either of the two sets of notes.

Paragraph 3 permits deviating principles in the group figures, but only for well-founded, explained reasons; RJ 217.402 in principle asks for uniform principles. Paragraph 4 is meant for groups with a Dutch and a foreign head side by side. Paragraph 5 asks for the average number of employees of the fully consolidated companies together, and separately that of the proportionately consolidated ones.

Articles 2:411 and 2:412: group equity and balance sheet date

1. In the consolidated annual accounts, equity need not be broken down.

2. The share in group equity and in the consolidated result that does not belong to the legal entity is stated.

In the group balance sheet, equity may be shown as one amount. If the group does not hold a subsidiary at 100%, the part of others is shown separately: the third-party interest, both in equity and in the result. According to RJ 217.511 this interest is shown in the balance sheet directly with equity and in the profit and loss account as the last line, deducted from the group result.

1. The balance sheet date for the consolidated annual accounts is the same as for the annual accounts of the legal entity itself.

2. In no case may the consolidated annual accounts be prepared on the basis of data dated more than three months before or after the balance sheet date.

The group closes on the parent's balance sheet date. If a subsidiary has a different financial year, its figures may deviate by at most three months; otherwise it prepares interim figures. RJ 217.403 asks that significant events in the intervening months still be reflected.

Article 2:413: the difference on first consolidation

If the data of a company are included in the consolidation for the first time and a difference in value arises compared with the previous valuation of the interest in it, this difference and the method of calculation must be stated. If the value is lower, article 389(7) applies to the difference; if the value is higher, the difference is included in group equity, insofar as it does not reflect disadvantages attached to the participating interest.

This article comes into play when an interest that was previously valued differently is consolidated for the first time. If the value in the consolidation is lower than the old carrying amount, the difference becomes goodwill (art. 2:389(7) DCC). If it is higher, the difference goes to group equity, except insofar as it reflects expected disadvantages. In both cases you state the amount and how it was calculated.

Article 2:414: which companies are listed in the notes

1. The legal entity states, distinguished by the following categories, the name and place of residence of legal entities and companies:

a. that it fully includes in its consolidated annual accounts;

b. whose financial data are included in the consolidated annual accounts in part, in proportion to the interest in them;

c. in which a participating interest is held that is accounted for in the consolidated annual accounts in accordance with article 389;

d. that are subsidiaries without legal personality and are not listed under parts a, b or c;

e. to which one or more companies fully included in the consolidation, or subsidiaries of those, alone or jointly provide or cause to be provided, for their own account, at least one fifth of the issued capital, and that are not listed under parts a, b or c.

2. The following is also stated:

a. on the basis of which circumstance each company is fully included in the consolidation, unless this consists of being able to exercise the majority of the voting rights and providing a proportionate part of the capital;

b. what shows that a legal entity or company whose financial data are included in the consolidated annual accounts in accordance with article 409 qualifies for this;

c. where applicable, the reason for not consolidating a subsidiary listed under paragraph 1 under c, d or e;

d. the part of the issued capital that is provided;

e. the amount of equity and result of each company listed under part e of paragraph 1 according to its most recently adopted annual accounts.

3. If stating the name, place of residence and the part held of the issued capital of a subsidiary to which part c of paragraph 1 applies serves the statutorily required insight, it may not be omitted, even if the participating interest is of negligible importance. Part e of paragraph 2 does not apply to companies in which an interest of less than half is held and which lawfully do not publish their balance sheet.

4. Article 379(4) applies mutatis mutandis to the statements under paragraphs 1 and 2.

5. It is stated in respect of which legal entities the legal entity has issued a liability statement in accordance with article 403.

In the group notes, the list replaces the list of art. 2:379 DCC. Both lists may be included together, and the part of the notes containing those statements may be kept separately at the Business Register if both parts refer to each other (art. 2:379(5) DCC). Paragraph 4 allows an exemption by the minister in case of serious harm. Paragraph 5 is the link with the group exemption: the parent names each subsidiary for which it has issued a 403 declaration.

Which groups work with these articles

Section 13 applies as soon as an entity prepares consolidated annual accounts. Whether it must depends mainly on the size of the group. Size is measured on a consolidated basis, with the thresholds that apply since financial year 2024.

Financial years 2025, 2026 and 2027 for the group accounts

Articles 2:405 and 2:409–2:414 are identical for these three financial years; the most recent amendment (art. 2:410) dates from 28 June 2008. The RJ has restructured chapter 217 for reporting years from 1 January 2027: the presentation and disclosure requirements are now together in paragraph 5, and a few points have been clarified (RJ-Uiting 2026-8, 24 August 2026). The paragraph numbers on this page are those of the new edition. For financial years 2025 and 2026 the previous edition applies, with different numbers but, according to the RJ, without an intended break in substance.

Case: a logistics group with a joint venture and a minority shareholder

Horizon Logistiek Groep BV prepares consolidated annual accounts for 2026. Its interests as at 31 December 2026:

Third-party interest. Transport Oost has equity of € 2.500.000 and a result of € 400.000. The minority shareholder's part is 20%: € 500.000 of group equity and € 80.000 of the group result. In its company-only annual accounts Horizon has equity of € 6.200.000. Group equity is therefore € 6.200.000 + € 500.000 = € 6.700.000. The group result after tax is € 1.130.000; of this € 80.000 belongs to third parties and € 1.050.000 to Horizon, equal to its company-only result.

Proportionate. Warehouse Partners has € 3.000.000 in assets and € 1.800.000 in liabilities. Horizon includes half: € 1.500.000 in assets and € 900.000 in liabilities. Its financial year ends on 30 September. That is exactly three months before the group balance sheet date and is therefore allowed (art. 2:412(2) DCC). In October a warehouse at Warehouse Partners burns down, causing € 400.000 in damage. Because that distorts the group picture, Horizon still includes its half, € 200.000, in the group figures. The same correction is in the valuation of the interest in its company-only annual accounts; the amounts in the paragraph above are already after that correction, so the reconciliation holds.

First consolidation. Koeltransport Zuid stayed outside the consolidation up to and including 2025 because it was too small, but was already in the company-only balance sheet at net asset value: € 140.000. On first consolidation in 2026 no difference therefore arises. Had Horizon valued it at acquisition price, say € 50.000, there would have been a difference of € 90.000. A higher value goes to group equity insofar as it does not reflect expected disadvantages, with the amount and the calculation in the notes (art. 2:413 DCC). With net assets of € 30.000 the difference of € 20.000 would have come out lower and been capitalised as goodwill.

Horizon has issued a 403 declaration for Koeltransport Zuid. That too is stated in the notes (art. 2:414(5) DCC).

Errors in group accounts that the law itself already excludes

• Including a 60% subsidiary at 60%. Proportionate is allowed only with joint control under a co-operation arrangement (art. 2:409 DCC).
• Not showing the third-party interest separately, or putting it under liabilities (art. 2:411(2) DCC).
• Including a subsidiary whose financial year deviates by four months anyway, with its annual figures (art. 2:412(2) DCC).
• Leaving mutual receivables, deliveries and profits in. A group that reports “as one whole” eliminates them (art. 2:405(1) DCC; RJ 260).
• Filling the list of art. 2:414 with names only. The law also asks for the place of residence, the capital interest, the reason for not consolidating and, for category e, equity and result.
• Booking the difference on first consolidation without disclosure in group equity (art. 2:413 DCC).

Who must consolidate: the articles before

• Article 2:406 DCC: the duty of the group head and the intermediate holding company.
• Article 2:407 DCC: what may stay outside the consolidation, and the exemption for small groups.
• Article 2:408 DCC: the intermediate holding company that is part of a larger consolidation.
• Article 2:402 DCC: the short company-only profit and loss account of the parent that consolidates.
• RJ 217, RJ 216 and RJ 260; also consolidation in the knowledge guide and the term consolidated annual accounts.

How it works at Jaarrekening.io

The consolidation module of Jaarrekening.io reads, for each company in your workspace, the locked annual accounts or the bookkeeping. Per paragraph you choose full, proportionate, net asset value or outside the consolidation with a ground from art. 2:407(1). The module calculates the third-party interest, reports a balance sheet date that deviates by more than three months and prepares the list of art. 2:414 by category; where a reason or amount is missing, there is a placeholder for you to complete. The module has been built but is not yet in the app menu.

Sources

• Art. 2:405 DCC: concept of consolidated annual accounts, text in force from 1 July 2026 (wetten.overheid.nl)
• Art. 2:409 DCC: proportionate consolidation, text in force from 1 July 2026 (wetten.overheid.nl)
• Art. 2:410 DCC: applicable provisions, text in force from 1 July 2026 (wetten.overheid.nl)
• Art. 2:411 DCC: equity and third-party interest, text in force from 1 July 2026 (wetten.overheid.nl)
• Art. 2:412 DCC: balance sheet date, text in force from 1 July 2026 (wetten.overheid.nl)
• Art. 2:413 DCC: difference on first consolidation, text in force from 1 July 2026 (wetten.overheid.nl)
• Art. 2:414 DCC: statement of companies, text in force from 1 July 2026 (wetten.overheid.nl)
• RJ-Uiting 2026-8: finally amended Guideline 217 Consolidation, 24 August 2026 (rjnet.nl)

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