Am I required to file annual reports and accounts?

Private limited companies, public limited companies, cooperatives and mutual insurance companies are legally required to financial statements. This obligation does not apply to sole proprietorships, subsidiaries, private pension companies or private companies incorporated to make periodic payments.

The following legal forms are required to file financial statements.

  • Private limited liability companies.
  • Public limited companies.
  • Cooperatives.
  • Mutual insurance companies.
  • General partnerships (vof: vennootschap onder firma) and limited partnerships (cv: commanditaire vennootschap) in which all managing or general partners are foreign equity partners.
  • Associations and foundations with an enterprise that achieve turnover of at least € 6 million per year in two successive financial years; NOTE: as of 1 January 2014, public benefit organisations (ANBI: algemeen nut beogende instelling) are required to publish certain information on an internet site. More information is available at the website of the Tax and Customs Administration (only in Dutch). This publication requirement is separate from the filing requirement.
  • Foreign legal entities with establishments in the Netherlands that are also required to publish financial statements in their country of origin. They must submit financial statements in the same form as in the country of origin, together with an extract from the foreign register (also annually).
  • Enterprises that are subject to the Companies Formally Registered Abroad Act (Wfbv: Wet op de formeel buitenlandse vennootschappen). They are required to file financial statements in accordance with the Dutch rules and financial statements in accordance with the rules of the country of origin.
  • Organisations in a number of specific sectors, including pension funds, housing corporations and broadcasting organisations.

Not required to file financial statements

Other organisations, such as sole proprietorships, are not required to file financial statements. In a number of other cases (stated below), you are also not required to file financial statements. You will, however, often be required to file a declaration of consent or an audit opinion in that case.

Subsidiaries

A subsidiary is not required to file financial statements of its own if it meets the following conditions:

  • The parent company accepts liability for debts of the subsidiary by means of a declaration of liability (also referred to as a 403 declaration). That declaration is filed with the Chamber of Commerce.
  • The members or shareholders have declared their consent, after the start of the financial year and before the adoption of the financial statements, to departures from the rules. This declaration of consent is required to be filed again each year with the Chamber of Commerce.
  • The parent company files group financial statements (consolidated financial statements), in which the financial information of the subsidiary is included.

Your auditor can tell you more about this exemption.

Private pension companies and private companies incorporated to make periodic payments

A private pension company or a private company incorporated to make periodic payments is not required to file financial statements if it is classified in the ‘small’ or ‘micro’ business category and its object is not to make profit. If you opt not to file financial statements, you will in all cases be required to file an audit opinion. The opinion must state that the enterprise did not perform any activities during that year outside its object as described in the articles of association and that Section 396 (9) of the Dutch Civil Code applies. However, you must immediately make available the balance sheet and notes if requested by creditors, shareholders or holders of depositary receipts.

Exemption from the requirement to file financial statements

In exceptional cases, it is possible to request an exemption from the requirement to file financial statements. In order to be eligible for exemption, a ‘serious reason’ must apply. In practice, this means that it is ‘technically’ not possible for the director(s) to draw up, present and adopt the financial statements. More information on this is available at the Netherlands Enterprise Agency (NVO), which is also where you can apply for the exemption.

You are required to file the declaration of exemption with the Chamber of Commerce via PO Box 106, 3440 AC Woerden.

InfoPage