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Annual Report as per Civil Code Title 9: Dutch Annual Accounts and Financial Statements in the Netherlands

What are the Annual Accounts?

Financial reporting requirements for Dutch companies, whether they are a legal entity or a branch of an overseas company, are governed by strict regulations. Tax filing is one of the key obligations for companies operating in the Netherlands, requiring accurate and timely reporting to the Dutch tax authorities. Additionally, financial report filing at the Chamber of Commerce is mandatory for all companies, providing transparency and accountability to stakeholders and the public.Do you have a private limited company (eg), a public limited company (nv), a cooperative or another organization? In that case, you must file (submit) your annual accounts with the Chamber of Commerce every year. Financial report of your company, are the adopted annual financial statements. House of Companies also provides a tutorial on how to submit your Annual Accounts yourself in The Netherlands, so you do not have to involve any accountant!Financial reporting in the Netherlands

When it comes to branches of overseas companies, there are minimum requirements for the abbreviated report, including the disclosure of the company's name, country of incorporation, the nature of its business, the authorized and issued share capital, the address of its registered office, and the names of its directors.

These reporting requirements are in place to ensure that all companies, regardless of their origin or legal structure, operate with integrity and transparency within the Dutch business environment. Failure to comply with these financial reporting requirements can result in significant penalties and sanctions, which can greatly impact a company's reputation and financial stability.

As such, it is imperative for companies to understand and adhere to the financial reporting requirements set forth by the Dutch regulatory authorities, and to seek professional guidance if needed in order to fulfill their obligations accurately and in a timely manner.

Dutch accounting principles

The company’s annual reportA company's annual report serves as a comprehensive overview of its financial performance, strategic goals, and overall operations throughout the past year. 


In the Netherlands, this report must adhere to specific guidelines and regulations set by the Dutch government.

In the Netherlands, companies like private or public limited companies are required to adhere to the Dutch accounting principles which are based on International Financial Reporting Standards (IFRS). These principles include guidelines for the preparation, presentation, and disclosure of financial statements, ensuring that companies provide accurate and transparent information to stakeholders. Dutch companies must prepare annual financial statements consisting of a balance sheet date is a critical point in time for any financial review., income statement, cash flow statement, and notes to the financial statements. 


These statements are required to be prepared in accordance with the Dutch Civil Code and must fairly present the financial position, performance, and cash flows of the company. 


Additionally, Dutch companies are also required to comply with tax laws and regulations when preparing their financial statements.The roles of financial statementsThe financial statements of Dutch companies serve several important roles.


 Firstly, they provide valuable information to investors, creditors, and other stakeholders about the financial health and performance of the company, helping them make informed decisions. 


The statements also serve as a tool for management to audit the company's performance and financial position, identifying areas of strength and weakness. Furthermore, financial statements are used by regulatory authorities and tax authorities to ensure that companies comply with accounting and tax regulations. 


Overall, the financial statements of Dutch companies play a crucial role in providing transparency and accountability, safeguarding the interests of stakeholders and the public. Complying with Dutch accounting principles and preparing accurate and reliable financial statements is essential for companies to maintain trust and credibility in the business environment.


The full guide to the company's annual report in the Netherlands, complete from balance sheet date to months from the end, can be found in an abbreviated version on the KvK.nl website, which is the Dutch Chamber of Commerce. 


This guide provides a detailed outline of what should be included in the annual report, ensuring that BV's and NV's are regulated by Title 9 of the Civil Code. From a practical point of view, preparing the annual report involves a thorough understanding of these regulations and requirements. It is essential to first analyze and collate all financial data, including income statements, balance sheets, and cash flow statements.


Secondly, an in-depth analysis of the company's operations, market position, and strategic plans should be included. 


In addition, a comprehensive risk assessment, corporate governance statement, and environmental, social, and governance (ESG) performance should also be incorporated. It is crucial to ensure that the report is accurate, transparent, and consistent with the legal and regulatory framework. 


Moreover, a clear and concise communication of the company's performance and future prospects should be presented to stakeholders. Lastly, it is recommended to seek the expertise of professionals, such as accountants and legal advisors, to ensure compliance with all relevant laws and regulations. By following these recommendations and guidelines, companies can effectively showcase their financial standing and strategic direction in their annual reports, providing stakeholders with a comprehensive and informative overview of the company's performance and prospects for the future.


So, let's dive into the nitty-gritty of reporting requirements for foreign legal entities operating in the Netherlands, particularly in context of the Annual Report, which can initially feel a bit like wading through alphabet soup. It's not as complex as it sounds, I promise! 
Here's the low-down: If you have a foreign legal entity like a company, partnership, or any other business in Dutch territory or if you have holding companies, you're required by Dutch law to prepare and file an annual report.Reporting requirements for Foreign legal entities in the Netherlands

This doesn't mean just any type of report, but a specific one that adheres to standard business reporting, thereby, staying true to certain accounting standards. The Dutch accounting standards, to be exact, or if your business floats in the more massive pond, you might need to comply with the International Financial Reporting Standards (IFRS). 
This yearly report is critical, as it lays down the financial state of the entity, covering everything from the balance sheet, profit and loss account, to a full report of the year's operations. But, it's not just about crunching numbers and financial record-keeping. 


The Dutch - they also want to know about any significant events that may have affected the company's position throughout the year—like did the company buy any luxurious offices on the Amsterdam canals or did it go bananas investing in tulip bulbs?


In the Netherlands, the requirement to file financial statements varies depending on the size and type of company. Micro and small sized companies are required to file abbreviated accounts, which provide a condensed version of their financial information. Medium sized companies have more stringent requirements, as they are obligated to file full annual accounts that include a balance sheet, profit and loss account, and notes to the accounts.Filing financial statementsWho has to file financial statements?

Additionally, it is important to note that no filing of accounts is needed for EU branches, except in the case where the parent company is not required to produce accounts. This may vary slightly depending on the specific circumstances especially involving the three criteria, and whether the parent company is located within or outside of the European Union. It is imperative for companies operating in the Netherlands to adhere to these financial reporting requirements in order to remain compliant with Dutch regulations. Failure to do so could result in penalties and legal repercussions.

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Preparation of annual financial statements for Dutch companies

The balance sheet

The balance sheet shows the situation of your company at a given moment (usually December 31). This reflects the result of successive changes in assets and liabilities as a result of your business activities.

The balance is therefore mainly a snapshot; This gives you a clear picture of how the company is currently doing financially and whether there is positive or negative equity.


A balance sheet is a summary of the company's financial situation which includes all assets, debts and equity of the company during the financial year.You should in fact view a balance sheet as a concrete overview of your assets, debts and equity at a specific time.The balance is therefore mainly a snapshot; This gives you a clear picture of how the company is currently doing financially and whether there is positive or negative equity.


The profit and loss account

The profit and loss account gives an overview of the turnover and costs of a company in one year. Retrospective of the adopted annual accounts allows you to see whether a company is recording a profit or generating a loss. Small businesses do not have to disclose a profit and loss account.


How is the Dutch profit & Loss Statement drawn up?

In the Netherlands, the preparation of the profit and loss statement is regulated by Title 9 of the Dutch Civil Code, which outlines the requirements for financial reporting by companies. According to this code, companies are required to prepare their financial statements in accordance with the generally accepted accounting principles (GAAP) in the Netherlands. This includes the proper presentation of the profit and loss statement, which is a key component of a company's financial reporting. The profit and loss statement, also known as the income statement, is drawn up to provide a detailed overview of the company's financial performance over a specific period of time, usually a fiscal year. The statement includes information on the company's revenues, expenses, and resulting net income or loss. In accordance with Title 9, the profit and loss statement must be prepared using accrual accounting, which means that revenues and expenses are recognized when they are incurred, regardless of when the cash is actually received or paid. This ensures that the financial statements provide a true and fair view of the company's financial position and performance. Additionally, the profit and loss statement must be prepared in a clear and understandable format, providing sufficient detail to enable stakeholders to assess the company's financial performance and make informed decisions. In drawing up the profit and loss statement, companies must adhere to the specific format and disclosure requirements set forth in Title 9 of the Dutch Civil Code, ensuring consistency and comparability across different entities. Furthermore, the statement must be accompanied by explanatory notes that provide additional information and context regarding the items presented in the statement. Overall, compliance with Title 9 ensures that the profit and loss statement accurately reflects the company's financial performance and enables stakeholders to have confidence in the company's financial reporting.


The notes

A small legal entity only has to state in the notes the number of persons employed and the way in which the balance sheet is drawn up. For a large legal entity, the explanation is more extensive and, for example, the payments to the management are stated. Larger companies must also file an annual report and an auditor's report.


Below is the complete overview of the sections that a company must deposit.

The size of the company determines the financial information that you must disclose. On this page you will find an overview per business class.


Types of investments


In addition, you can see from the balance sheet which investments you have made in the past period and - even more relevant - how you have financed these expenses.


In addition to energy, starting a company often costs money. As a starting entrepreneur you usually have to invest in many things.


Think of:


  • investments in relevant business assets (computer equipment, company car, etc.)

  • renting or buying a suitable business location,

  • developing or developing a goo house style.


Such investments are of course reflected in the balance sheet. It is important to keep in mind that a balance should in fact always be in balance.


That is to say: the amounts on both sides must add up to the same amount.


Your profit and loss statement is an important part of your annual accounts. It will help you understand the financial health of your company. Have you made a profit or a loss in the past year?


In the Netherlands, you as an entrepreneur are obliged to draw up a profit and loss account every year. This is also referred to as the income statement or operating account. As a small business owner, you don't have to make it public.


Your profit and loss statement is an important part of your annual accounts. It will help you understand the financial health of your company. Have you made a profit or a loss in the past year?

In the Netherlands, you as an entrepreneur are obliged to draw up a profit and loss account every year. This is also referred to as the income statement or operating account. As a small business owner, you don't have to make your financial statements public, you could use the exemption clause if your subsidiary qualifies for it.


How do you make a profit and loss account?

Each profit and loss account consists of two parts:

  1. The total turnover

  2. The total costs

If you subtract the costs of the turnover, you arrive at the profit or loss.


Writing off

Have you made an investment in a product with a value of more than € 450 excluding VAT, which will last more than a year? In that case, you can write off these costs at the end of the financial year. This means that you divide the costs over the number of years that the product is likely to last, and subtract from the income tax.

Only the part that you deduct in the relevant year will be included in the profit and loss account.

To illustrate: if you buy a computer for € 500 that lasts about 5 years, you can deduct a maximum of € 100 each year and add it to the cost side of the profit and loss account.


Different types of Profit and Loss statements

There is not just one way to create a profit and loss account, there are different models to choose from. The Chamber of Commerce works with the functional model and the categorical model. When your company is hardly, or non, active yet, these models are not relevant for you to file your Annual Accounts.


The functional model

In this model you first display the net turnover and then deduct the costs per activity one by one. This is how you calculate the gross margin. This is the best known and most used form of a profit and loss account. See the image of the Chamber of Commerce below for an example.


The categorical model

In the categorical model, the revenues and costs are grouped together in different categories. An example of such a category is the cost of sales. This includes purchasing costs, storage costs, material consumption and salary costs.

You then deduct all operating expenses per category from the operating income. See the image of the Chamber of Commerce below for an example.


What else do you see in a Profit and Loss statement?

Did you know that you can see a lot about potential pain points in your company in your profit and loss account? For example, high costs due to sickness absence can indicate dissatisfied staff.

If you've spent a lot on repairing old equipment (commercial vehicles or laptops, for example), it may be time to invest in new equipment that lasts longer.


Comparing financial years

You can also specific sources of turnover and costs per year. Is your turnover rising, but have the costs increased just as fast? This can has various potential causes.

In any case, check that your purchase fees are not too expensive. Has your turnover decreased significantly, but are your personnel costs the same? Then it may be time to say goodbye to a few colleagues.


We have included an overview below of a standard balance format

As you can see in the image, in principle a balance always consists of a left and a right side.


Assets

On the left (the asset sideAnnual accounts apply for all businesses and are also known as financial statements. the debit side), you name your assets. This includes, for example, money, goods or debtors, which reflect a company's financial situation.


Liabilities

The right side of the column (the liabilities side, also known as the credit side) is reserved for the debts incurred.

These are divided into long-term loan capital (loans with a term of more than one year) and short-term loan capital (loans with a term of one year), plus your equity capital.


What is the difference between fixed and current assets?

  • Fixed assets like land, buildings, cars, computer equipment and inventory are balance sheet items of the capital goods that last more than one production process or year, as shown in the annual accounts in the Netherlands.

  • Floating assets are - the name says it all - capital goods that only last one production process or even less.

This includes, for example, inventory, but also raw materials, any receivables, debtors and cash, when you prepare the annual financial statements.


How are equity, long-term loan and short-term loan capital distinguished?

The equity literally represents the amount that you have invested in your company as an entrepreneur in the past period.

You must report the so-called long-term loan separately, because this concerns a loan or mortgage with a term of one year or longer.

Short-term loan capital, on the other hand, applies to short-term debt, such as salaries for any employees or theof To prepare the annual financial statements, each payment tax has to be duly noted and filed..


How long does a balance sheet remain valid?

As mentioned, a balance is a snapshot. As soon as you make a new purchase or deliver a product or service to a new customer, you have to update your financial statements in the Netherlands. customer, this will have consequences for the balance sheet.


Balance mutations

In the context of maintaining the company's financial situation, processing a purchase or sale is referred to as a ‘balance mutation’. However, it is not conducive to the overview if you have to process transaction in the balance sheet. It is therefore customary to report these mutations separately in the annual accounts must in the Netherlands.

Keep in mind that the balance transactions should also be in balance. Imagine: you bought new computer equipment for the office employees last summer. 


The costs: fifteen thousand euros.


For the balance mutation in the financial year 2023, this means that you have to add fifteen thousand euros to your current inventory. business bank account same amount must be deducted. In this way, balance or a company’s financial situation remains in check even at the end of the financial year.


Are you still not quite able to draw up the balance?

Do you have serious doubts that everything is correct? Regardless of whether you're a private or public limited company, always submit the balance sheet drawn up by you to an accountant or Deloitte consultant to avoid issues and fines.

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Accounting obligations for foreign companies in the Netherlands

In the Netherlands, foreign companies are subject to certain accounting obligations upon registering a branch within the country. 


The Dutch Commercial Register requires all foreign legal entities to complete a branch registration process, which includes providing financial statements in accordance with Dutch accounting regulations. Non-EU legal entities that have registered a branch in the Netherlands are obligated to file an annual financial report with the Dutch Chamber of Commerce, which includes a balance sheet, profit and loss account, and notes to the financial statements. 


Additionally, they may be required to prepare and file consolidated financial statements if the Dutch branch is part of a larger group of companies. 


On the other hand, EU legal entities that have registered a branch in the Netherlands are subject to submitting abbreviated accounts, which include a balance sheet and notes. These obligations ensure transparency and compliance with Dutch accounting standards, allowing relevant stakeholders and authorities to assess the financial health and performance of foreign companies operating within the Netherlands.


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How does house of companies work?

How much does it costs to prepare a Profit & Loss statement?

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How much does it costs to prepare a Profit & Loss statement?
Of course you can get started with drawing up a Profit and Loss statement. Yet many (starting) entrepreneurs choose to outsource this, once their business grows. You can check and try our tutorial if you are able to submit the annual accounts yourself, before deciding if you need to use an accountant in the Netherlands.When you decide to involve a Dutch accountant, you should that:
Drawing up a profit and loss account is often combined with drawing up the annual accounts.
As a small entrepreneur or self-employed person you pay between € 500 and € 1000 for this service.As a  Entity Portal-member you can easily keep the books yourself, especially when your company has a limited amount of transactions.

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FAQ ANNUAL REPORTS IN THE NETHERLANDS

Q: What is an annual report according to Title 9 of the Dutch Civil Code?

A: An annual report, as per Title 9 of the Dutch Civil Code, refers to the financial statements and annual accounts of the company, as well as any additional documentation required by law.

Q: Who is required to file annual financial statements as per Title 9 of the Netherlands Civil Code?

A: All legal entities, including branch offices of non-EU entities, branches of EU legal entities or private or public limited companies, must file their annual accounts on time in the Netherlands.

Q: What are the different sizes of enterprises classified under Title 9 of the Netherlands Civil Code?

A: Enterprises can be classified as micro-sized, medium-sized, or large, based on criteria such as the balance sheet total, net turnover, and average number of employees.

Q: How can a company extend its financial year as per Title 9 of the Netherlands Civil Code?

A: If a company wishes to extend its financial year, it must comply with the specific regulations outlined in Title 9 of the Netherlands Civil Code and seek approval from the Dutch Chamber of Commerce.

Q: What are the requirements for annual financial statements must contain according to Title 9 of the Netherlands Civil Code?

A: Annual financial statements must contain a balance sheet, a profit and loss account, explanatory notes, and any additional information as required by the company law.

Q: What is the 2023 edition of Title 9 of the Netherlands Civil Code with respect to the annual accounts?

A: The 2023 edition of Title 9 provides updated regulations and guidelines concerning the preparation, content, and filing of annual accounts of b.v.’s, in line with the current legal requirements.

Q: Can a company file its financial statements in their home country instead of the Netherlands?

A: No, as per Title 9 of the Netherlands Civil Code, legal entities are required to file their financial statements in the Netherlands, regardless of where the company is headquartered.

Q: How does Title 9 of the Netherlands Civil Code define the number of employees for enterprise classification?

A: The number of employees is one of the criteria used to classify enterprises, and it is defined based on the average number of employees during the financial year.

Q: Where can I find a comprehensive guide to Title 9 of the Netherlands Civil Code with respect to the annual accounts?

A: The Dutch Chamber of Commerce provides a comprehensive guide to Title 9, offering detailed information and explanations related to the annual accounts and financial statements.

Q: What are the implications of not filing annual financial statements on time as per Title 9 of the Netherlands Civil Code?

A: Failure to file annual financial statements on time can result in legal consequences, including potential fines or other penalties, as outlined in Title 9 of the Netherlands Civil Code.


Frequently Asked Questions about Filing an Annual Report in the Netherlands


1. What are annual accounts and why are they important for Dutch companies?
Annual accounts, also known as financial statements in the Netherlands, are comprehensive documents that provide financial information about a company's activities during the financial year. They include the profit and loss account, balance sheet, and other relevant financial data. According to the Dutch Civil Code, specifically Title 9, it is mandatory for legal entities in the Netherlands to prepare and file annual accounts with the Chamber of Commerce.


2. When is the deadline for filing annual accounts in the Netherlands?
Companies in the Netherlands must file their annual accounts within 13 months from the end of the balance sheet date. end of the financial year. For example, if the financial year ends on December 31, 2023, the annual accounts must be filed by January 31, 2025.


3. Are there any exemptions for filing annual accounts in the Netherlands?


Certain companies, such as microsize and mediumsize companies with specific turnover thresholds, may be exempt from the requirement of filing annual accounts. 


4. What are the financial reporting standards and audit requirements for annual accounts in the Netherlands?
The annual accounts must be prepared in accordance with Dutch accounting standards, which may include GAAP and other relevant regulations outlined in Book 2 of the Dutch Civil Code. Depending on the company's size and type, an audit of the annual accounts may be necessary.


5. What are the statutory obligations for subsidiary companies and public companies in the Netherlands?
Subsidiary companies and public companies in the Netherlands are subject to specific statutory obligations concerning the preparation, filing, and disclosure of their annual accounts. They should adhere to the relevant provisions under the Dutch Civil Code and other applicable regulations.






Request an exception to filing your financial statements in the netherlands

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In the Netherlands, filing financial statements is a mandatory requirement for all companies, and failure to do so within the prescribed deadline can result in penalties or fines. 


However, it is recognized that there may be exceptional circumstances that could prevent a company from meeting the deadline for filing its financial statements. 

In such cases, companies have the option to request an exception or an extended deadline for filing their financial statements. To do so, companies must follow a formal process and provide valid reasons for their request.


Our Entity Portal provides Playbooks how to request an exception or extended deadline to filing Dutch financial statements provides detailed information on the steps to be followed, the requirements for submitting the request, and the circumstances under which an exception or extension may be granted. It also outlines the consequences of not filing financial statements on time and the potential implications for non-compliance with the regulatory requirements.


Cost of filling financial statements

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The cost of filling financial statements can vary greatly depending on a number of factors. One of the biggest factors is whether or not an accountant is required to assist with the preparation of the statements. If no accountant is required, costs can be significantly lower, as the fees associated with hiring an accountant can be quite substantial. 


Additionally, if no audit report is required for the financial statements, this can also reduce the cost, as auditors typically charge significant fees for their services. Instead, bookkeeping firms estimation can be used to complete the financial statements, which may be a more cost-effective option for some businesses. 


Another factor that can impact the cost of filling financial statements is government fees. However, at KvK.nl, the Dutch Chamber of Commerce, there are no government fees for filling financial statements, which can further reduce the overall cost of this process.


 Overall, the cost of filing financial statements can be quite manageable, especially if a business takes advantage of cost-saving measures such as not requiring an accountant or an audit report, and using the services offered by the Dutch Chamber of Commerce.


Our Entity Portal provides Playbooks to allow your current (non-Dutch) accountant to prepare and file the Dutch corporate tax return on your behalf!

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