BV annual accounts: prepare, adopt, file

Short answer

A BV must prepare annual accounts every year under Title 9 of Book 2 of the Dutch Civil Code, have them adopted and signed, and file them with KVK within 8 days of adoption — at the latest 12 months after the end of the financial year. Micro and small BVs may shorten the accounts considerably: the profit and loss account and the management report need not be made public.

A BV is a legal entity and therefore falls under Title 9 of Book 2 of the Dutch Civil Code. That means: preparing annual accounts, having them adopted by the general meeting and filing them with KVK on time.

What must the annual accounts of a BV contain?

Balance sheet with the assets, the equity, the provisions and the liabilities.
Profit and loss account for the financial year.
Notes on the balance sheet items and on the profit and loss account.
Accounting policies for valuation and result determination.
Proposed appropriation of the result, including any dividend.
Signing by the directors, with place and date.
Depending on size: a management report and an audit opinion.

Size: micro, small or large

The class of your BV determines how much you must include. A micro or small legal entity may shorten the balance sheet and the notes considerably; a large legal entity must publish in full and add a management report and an audit opinion.

For most small BVs the abridged or micro annual accounts are therefore the norm. The test concerns characteristics such as balance sheet total, net turnover and the number of employees on two successive balance sheet dates.

Management report

For micro and small legal entities the management report is not mandatory. Many business owners add it anyway — it is a concise account of the year and the outlook. For a large legal entity it is mandatory.

Adopting and signing

The management prepares the annual accounts; the general meeting adopts them. All directors sign: if a signature is missing, the annual accounts must state why.

The resolution to adopt is usually also the moment at which the appropriation of profit is determined. If you deviate from the proposal, that must be reflected in the annual accounts.

Which deadlines apply?

The management must prepare the annual accounts within 5 months of the end of the financial year (article 2:210(1) Dutch Civil Code). The general meeting may extend that period by a maximum of 5 months.

After adoption, the annual accounts must be filed with KVK within 8 days (article 2:394(1) Dutch Civil Code). If the annual accounts are not adopted, the prepared document must be filed at the latest 12 months after the end of the financial year.

These deadlines and the precise application of them are best checked with KVK or your accountant; they are subject to change and may depend on your articles of association.

Filing late

Filing late is a criminal offence: you can receive a fine and the Public Prosecution Service (Openbaar Ministerie) can start proceedings against you. So do not let it come to that.

Corporation tax and dividend

The BV pays corporation tax on its profit. The annual accounts should include the tax charge for the financial year, with a reconciliation in the notes from the commercial result to the taxable profit: permanent differences (such as non-deductible expenses) and temporary differences (such as depreciation differences).

If the BV distributes dividend, that is not an expense: it is an appropriation of the result. At the end of the financial year, the proposed dividend is therefore usually recognised on the balance sheet as a liability to the shareholders.

Frequently asked questions

Who must sign the annual accounts of a BV?

All directors sign the annual accounts, with place and date. If a director does not sign, the annual accounts must state why.

What happens if you file the annual accounts late?

Filing late is a criminal offence: you can receive a fine and the Public Prosecution Service can start proceedings. A bank or business partner may also take issue with a missing filing. So file within 8 days of adoption, or at the latest within 12 months after the end of the financial year.

Must a small BV prepare a management report?

For a micro or small legal entity the management report is not mandatory. It is, however, customary to send a concise report with the annual accounts.

Are the annual accounts of a BV public?

Yes. What you file with KVK can be inspected by anyone. For micro and small legal entities the level of detail is limited: the abridged balance sheet and limited notes.

Filing annual accounts with KVKWho files, when and how.
Deadline: when must the annual accounts go to KVK?The deadlines in a row, with the legal basis.
Balance sheet and profit and loss accountHow both statements are built up.
Having annual accounts preparedDo it yourself, outsource or software: what suits you?
Compilation reportWhen a bank or investor asks for a report.
Who makes ZelfJaarrekening.nlWhat the tool does and does not do, and how to reach us.

Prepare your annual accounts yourself?

Work through the wizard, check your figures and download the annual accounts and the KVK filing documents as PDFs. € 60,44 per financial year, once.

Start your annual accounts View a sample See how it works first

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