Law: Title 9 Book 2 DCC

Article 2:408 DCC: the intermediate holding company that does not consolidate itself

An intermediate holding company under Dutch law does not have to consolidate its part of the group if it is included in the consolidated annual accounts of a larger whole, those annual accounts meet the EU directive or equivalent rules, the documents are on file with the Business Register within six months after the balance sheet date and no holders of one tenth of the capital object in time (art. 2:408 DCC). Its size class then follows from its own figures.

Get started All English guides

✓ First annual accounts free ✓ Micro to large entities ✓ Dutch GAAP: Title 9, Book 2 DCC ✓ Primary database in the EU

The short answer

An intermediate holding company does not have to consolidate its part of the group if it is included in the consolidated annual accounts of a larger whole, those annual accounts meet the EU directive or equivalent rules, the documents are on file with the Business Register within six months after the balance sheet date and no holders of one tenth of the capital object in time (art. 2:408 DCC). Its size class then follows from its own figures.

Updated 30 October 2026

Key facts

Statutory text	Art. 2:408(1)–(4) DCC, text in force from 1 July 2026; last amended on 19 September 2018
Right of objection	One tenth of the members or holders of one tenth of the issued capital, in writing, within six months after the start of the financial year
Effect on the class	The group does not count towards its own size class (art. 2:395a, art. 2:396 and art. 2:397(2) DCC, last sentence)
Excluded	An intermediate holding company with securities on a regulated market or a comparable system outside the EU (paragraph 4)
Elaboration	Dutch Accounting Standards Board (RJ) 217.206–217.210 and 217.515 (2027 edition); RJk M1.105

Paragraph 1: the five conditions

1. Consolidation of a group part may be omitted, provided that:
a. no written objection has been made to the legal entity within six months after the start of the financial year by at least one tenth of the members or by holders of at least one tenth of the issued capital;
b. the financial data that the legal entity would have to consolidate are included in the consolidated annual accounts of a larger whole;
c. the consolidated annual accounts and the management report have been prepared in accordance with the provisions of 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 in accordance with the provisions of one of the 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 or, if those provisions need not be followed, in an equivalent manner;
d. the consolidated annual accounts with auditor’s report and management report, insofar as not drawn up or translated in Dutch, have been drawn up or translated in French, German or English, and in the same language; and
e. in each case within six months after the balance sheet date or within one month after a permitted later publication, the documents referred to in part d or translations thereof have been filed with the Business Register.
art. 2:408(1) DCC (text in force from 1 July 2026) (unofficial translation)

a. No objection from one tenth. Unlike with the small group of art. 2:407 DCC, no decision of the meeting is needed: a minority of 10% can block the exemption for that financial year.
b. A larger whole consolidates. The figures of the group part must be fully included in that consolidation. According to RJ 217.207, a group part that is included further up only proportionally does not qualify.
c. Quality of those annual accounts. They follow the EU Accounting Directive or the banking or insurance directive. If the larger whole does not have to follow it because it is outside the EU, equivalent annual accounts suffice. According to RJ 217.208, the legislative history shows that IFRS may be equivalent, that the law of a country outside the EU may also suffice, and that the intermediate holding company assesses this itself on the basis of the substance.
d. Language. Annual accounts, auditor’s report and management report in Dutch, or all three in French, German or English.
e. Filing in the Netherlands. The documents are on file with the Dutch Business Register within six months after the balance sheet date, or within one month after the larger whole was allowed to publish them later under its own law.

Paragraphs 2 to 4: equivalence, disclosure and stock exchange listing

2. Our Minister of Justice may designate rules for annual accounts which, supplemented where necessary by rules laid down by him, will be regarded as equivalent to rules in accordance with 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). Withdrawal of a designation can only concern financial years that have not yet begun.
3. The legal entity must state the application of paragraph 1 in the notes.
4. This article does not apply to a legal entity whose securities are admitted to trading on a regulated market as referred to in the Financial Supervision Act or a system comparable to a regulated market from a state that is not a member state.
art. 2:408(2)–(4) DCC (text in force from 1 July 2026) (unofficial translation)

Paragraph 2 gives the minister the possibility to designate rules from outside the EU as equivalent. Paragraph 3 requires a statement in the notes of the intermediate holding company (RJ 217.515). In addition, a medium-sized or large intermediate holding company names the company at the head of the group and the company that consolidates it, with the place where the consolidated annual accounts are available (art. 2:379(3) DCC). A small intermediate holding company names only the name and place of residence of the company that prepares the consolidated annual accounts (art. 2:396(5) DCC). Paragraph 4 excludes intermediate holding companies with listed securities; note: only those, not banks or insurers without a listing.

The biggest consequence: the size class

A legal entity that has to consolidate measures its size class on the group. That does not apply if it applies Article 2:408: the last sentence of art. 2:395a(2), art. 2:396(2) and art. 2:397(2) DCC then removes the group from the count (RJk M1.105). An intermediate holding company with mainly participating interests on the balance sheet and little turnover and staff therefore often falls in a lower class than its group. The limits for financial years from 1 January 2024:

Class	With art. 2:408 measured on	Consequence for the intermediate holding company
Micro (balance sheet total ≤ € 450.000, net turnover ≤ € 900.000, < 10 employees)	Own figures	File an abridged balance sheet; no audit
Small (balance sheet total ≤ € 7,5 mln, net turnover ≤ € 15 mln, < 50 employees)	Own figures	No audit requirement and no management report (art. 2:396(7) DCC)
Medium-sized (balance sheet total ≤ € 25 mln, net turnover ≤ € 50 mln, < 250 employees)	Own figures	Audit requirement (art. 2:393 DCC) and management report
Large (balance sheet total > € 25 mln, net turnover > € 50 mln, ≥ 250 employees)	Own figures	Full annual accounts, audit and publication

Objection and filing in the financial years 2025 to 2027

Article 2:408 has been unchanged since 19 September 2018 and remains so for these three financial years. For a calendar year, the right of objection under part a runs up to and including 30 June of the financial year, and the documents of the larger whole must be on file in the Netherlands by 30 June of the following year at the latest, unless a permitted later publication shifts the period. For financial year 2025 that was 30 June 2026. In the RJ, the paragraphs on the intermediate holding company are in section 2 of chapter 217 from financial year 2027; for 2025 and 2026 the previous edition applies.

Case: the Dutch intermediate holding company of a German group

Nordwind Benelux Holding BV is 100% owned by Nordwind AG in Hamburg. It holds three Dutch and Belgian operating companies. Together they have € 42 million in assets, € 95 million in turnover and 380 employees: a large group. The holding company itself has € 18 million in assets, mainly participating interests, € 1,6 million in turnover from recharged services and 12 employees. Nordwind AG prepares consolidated annual accounts under German law, which implements the EU Accounting Directive, with a German-language management report and a German-language auditor’s report.

Up to and including 30 June 2026, nobody holding a tenth of the capital objects. Nordwind AG is the sole shareholder.
The Benelux holding company measures its class for 2026 on its own figures. Assets of € 18 million are above the small limit, but turnover and employees stay below it. Two of the three criteria fit: it is small, without an audit requirement, where on a group basis it would be large. It is not micro: it is above all three micro limits.
In the notes it states that it applies art. 2:408 and names the name and place of residence of Nordwind AG as the company that prepares the consolidated annual accounts (art. 2:396(5) DCC).
By 30 June 2027 at the latest it files the 2026 consolidated annual accounts of Nordwind AG with the management report and auditor’s report, all three in German, with the Dutch Business Register.

The Dutch operating companies want to be rid of their own audit via art. 2:403 DCC. The Benelux holding company cannot issue a 403 declaration for that: it does not prepare consolidated annual accounts itself, so part c of art. 2:403 is not met (RJ 217.210). Nordwind AG can. It consolidates under EU law and then makes itself jointly and severally liable.

Had the group head been a US company with annual accounts under US GAAP, the Benelux holding company would have to assess whether those annual accounts are equivalent (part c). A 403 declaration from that US parent would then not work, because art. 2:403 requires consolidation under EU law.

Where intermediate holding companies get stuck

The documents of the larger whole are not filed with the Dutch Business Register, because the parent already publishes them in its own country. Part e requires filing in the Netherlands.
The management report or the auditor’s report is missing, or is in a different language from the annual accounts (part d).
The intermediate holding company tests its class on a group basis after all, or on its own figures while not applying the exemption.
The intermediate holding company itself issues 403 declarations for its subsidiaries. Without its own consolidated annual accounts they do not work.
The statement in the notes (paragraph 3) and the details about the group head (art. 2:379(3) DCC) are missing.
A minority shareholder of 10% or more objects in time and the intermediate holding company applies the exemption anyway.

How it works in Jaarrekening.io

In Jaarrekening.io, under the size criteria of a financial year, you choose the basis “Art. 2:408 DCC”; the class then follows from the own figures. The checklist for art. 2:408 keeps the status, the date and the supporting document for each condition, with the period of six months after the start of the financial year for the objection and six months after the balance sheet date for the filing. A stock exchange listing switches the exemption off. The app files nothing; you take the documents of the larger whole to the Business Register yourself.

Sources

Legal notice: this information is general in nature and does not replace tax or legal advice or an audit by an accountant. The substantive correctness and completeness of the annual accounts remain the responsibility of the board.

Frequently asked questions

When does an intermediate holding company not have to consolidate?

If all conditions of art. 2:408(1) DCC are met: no written objection from a tenth of the members or of the issued capital within six months after the start of the financial year, inclusion of the group part in the consolidated annual accounts of a larger whole, those annual accounts prepared under the EU directive or in an equivalent manner, the documents in Dutch, French, German or English, and filing with the Dutch Business Register within six months after the balance sheet date.

Does the group count towards the size class of an intermediate holding company that applies art. 2:408 DCC?

No. The last sentence of art. 2:395a(2), 2:396(2) and 2:397(2) DCC provides that the group companies then do not count. The intermediate holding company measures its class on its own figures and can therefore be small, without an audit requirement, while its group is large.

Can a non-European parent exempt an intermediate holding company via art. 2:408 DCC?

Yes, if its consolidated annual accounts and management report are equivalent to the EU rules (art. 2:408(1)(c) DCC). According to the RJ, IFRS may be equivalent and the law of a country outside the EU may also suffice; the intermediate holding company assesses this itself. For the 403 declaration of operating companies, such a parent does not work, because art. 2:403 requires consolidation under EU law.

Does the foreign parent's consolidated annual accounts have to be filed in the Netherlands?

Yes. Part e of art. 2:408(1) DCC requires that the consolidated annual accounts with auditor's report and management report, or translations thereof, are filed with the Dutch Business Register. The period is six months after the balance sheet date; if the parent may publish later under its own law, one month after that publication. Publication in the parent's country is not enough.

Can an intermediate holding company that applies art. 2:408 DCC issue a 403 declaration?

Not with effect for its subsidiaries. Art. 2:403(1)(f) DCC requires that the liable company is the same as the company that consolidates (under c). An intermediate holding company that does not consolidate cannot be that (RJ 217.210). The declaration must come from the company further up that prepares the consolidated annual accounts.

Article 2:403 DCC →Article 2:406 DCC: obligation to consolidate →Article 2:407 DCC: exemptions →Dutch subsidiary of a foreign group →Does a holding company have to consolidate? →Size criteria →

Preparing Dutch annual accounts?

Your first set of annual accounts is free, for every size class. Create an account and prepare the annual accounts of your Dutch company under Title 9 of Book 2 of the Dutch Civil Code.

Get started