The legal structure of your business determines when you must file your annual accounts. In any case, the annual accounts must be on file at KVK 12 months after the end of the financial or book year. Find the main points in this article.
The specific terms for filing depend on the company's legal structure. The bv, or private limited company, is the most common legal structure. The following rules apply to the bv:
- The board of directors draws up the annual account within 5 months after the end of the financial year, and presents it to the shareholders.
- If there are exceptional circumstances, the shareholders can grant the board a 5-month extension.
- Once the shareholders have been presented the annual accounts, they have 2 months to adopt them.
- The annual accounts must be filed with KVK no later than 8 days after their adoption. If they have not been adopted on time, the prepared but not yet adopted(*) annual accounts must be filed.
- If the financial year equals the calendar year, the final filing date is 8 August (5 + 2 months + 8 days). With a maximum extension, the final filing date is 31 December (5 + 5 + 2 months).
(*) Even if unadopted financial accounts have been filed, the adopted financial accounts should still be filed after adoption.
The law is based on the premise that if all shareholders are also board members, the annual accounts are adopted as soon as all board members and trustees have signed them. In that case, the 2-month adoption term lapses. The 8-day term for filing after adoption does apply. For a bv this means that you have to file within 10 months and 8 days after the end of the financial year. If the book year equals the calendar year, the final filing date is 8 November (10 months + 8 days). Incidentally, articles of association may deviate from this legal principle. In that case, the signing of the annual accounts by all board members and trustees does not immediately lead to their adoption. It is recommended to check the articles of association on this.
Temporary Covid-19 Justice and Security Act: extra leeway
The Temporary Covid-19 Justice and Security Act (in Dutch) allows the board of directors to extend the 5-month period after the end of the book year with 5 months themselves. The Act also stipulates that it is not a sign of irresponsible governance if the board is unable, due to corona, to file the annual accounts of the last financial year on time. For more detailed information on this act, please contact your intermediary or accountant.
This temporary Act came into effect on 17 December 2020 and may be extended several times, until its final expiration date of 1 September 2023.
Not adopted in time
Have the shareholders not adopted the annual accounts in time? You must file the unadopted annual accounts. A bv must file the unadopted accounts within 7 months after the conclusion of the financial year. If you have a 5-month extension, that means you file at the latest 12 months (7 + 5 months) after the end of the book year.
Filing unadopted accounts works the same as filing adopted accounts. Please note that if you are required to include an accountant's statement with your annual accounts, you also have to include it with your unadopted accounts.
How do I file annual accounts if my legal entity has been disbanded?
File your annual accounts before you cancel your legal entity.
Should you need to file your annual statements after disbanding your legal entity, here is what you can do:
- In the business categories 'micro' and 'small', use Standard Business Reporting (SBR). You cannot use ZDJ (filing the annual statements yourself).
- In the business category 'medium', use SBR. If the legal entity is visible in XBRL annual account filing, you may also use that.
- In the business category 'large', use SBR or email.
More information about filing your annual statements.
File on time
It is important to file your annual statements on time. Not filing (on time) is an economic crime. The Tax Administration Bureau Economische Handhaving (Bureau for Economic Enforcement) can draw up an official report (proces-verbaal). The Public Prosecution Department (Openbaar Ministerie) may fine you, based on this report, or even summon you before a court.
On top of that, you may be held personally liable if you fail to file on time and your company goes bankrupt.
There is no legal way to get a filing extension. The duty to file applies until the date of dissolution of the legal entity.
Do you need advice?
Are you not sure of the rules that apply to your company or legal entity? Consult with an expert, for instance an accountant, administrator, or tax consultant. They can advise you on your specific situation.