Am I required to file annual reports and accounts?

Private limited companies, public limited companies, cooperatives, and mutual insurance companies are legally required to file financial statements. Sole proprietorships are not.

The following legal forms are required to file financial statements.

• Bv (private limited liability company).
• Nv (public limited company).
• Coöperatie (cooperative).
• Onderlinge waarborgmaatschappij (mutual insurance society).
• Vof (general partnership) and cv (commanditaire vennootschap, limited partnership) in which all managing or general partners are foreign equity partners.
• Vereniging (association) and stichting (foundation) with an enterprise that achieved a turnover of at least € 6 million per year in 2 successive financial years. 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 Netherlands Tax 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.

When must you file your accounts?

You must file your annual accounts on time. You must submit your annual accounts to the Netherlands Chamber of Commerce KVK within 8 days of adopting them. If the annual accounts have not been adopted in time, you submit the provisional accounts. The deadline for adoption of the annual accounts depends on the legal structure of your business, but at the most this is within 12 months from the end of the financial year.

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.

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 KVK.
• 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 KVK.
• 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 annuity bv's

A private pension company or a annuity bv (stamrecht-bv) 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 (RVO), which is also where you can apply for the exemption.

You are required to file the declaration of exemption with:

KVK
Backoffice Declarations
PO Box 1544
3000 DP Rotterdam.