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Netherlands Company Formation Agents - How they (should) Work!
Are you thinking of starting a business in the Netherlands? One important step is finding a reliable company agent to help with legal and...
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The requirement to prepare financial statements
Every company in the Netherlands is obligated to maintain its accounting record that is sufficiently adequate to determine the financial position of the company at any given time. This obligation is incorporated in Dutch law and is usually also incorporated in the statutes of the company. The financial statements must be kept for a period of seven years.
The abovementioned is applicable for all companies in the Netherlands. In general, a Dutch branch (of a foreign entity) is not required to prepare and file their own financial statements. Read more about how to prepare your Dutch Financial Statements in our tutorial below.
In this chapter we will discuss how to comply with the Dutch accounting requirement to draft and publish a Financial Statement. This activity is typically combined with some of the activities as mentioned in the table below (which also shows WHEN you need to complete these activities).
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 statements are a financial report of your company.
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When do you submit your Dutch annual accounts?
You must submit your annual accounts, within 5 months after you closed your financial year, to the Dutch Chamber of Commerce. How you submit your financial statements depends on your type of legal entity, and size. Do you have a ‘micro’ or ‘small’ BV or NV ? Then you can file your annual accounts yourself online. Alternatively, your accountant can file your annual accounts digitally with SBR (Standard Business Reporting).
See timeline below:
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Consequences of late submission
If you file your annual accounts too late, you can be fined. In bankruptcy, regardless of your legal form, you can be held personally liable for the debts.
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Dutch accounting rules
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In the Netherlands, the accounting rules are incorporated in Dutch law, as above mentioned. The Dutch Generally Accepted Accounting principles are based on EU directives for the biggest part.
These accounting principles apply to all corporations and other entities. Only for stock registered companies, financial institutions and insurance companies different rules may apply.
Audit requirements in the Netherlands
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Only medium and large companies are required by law to have their annual report audited by independent, qualified and registered Dutch auditors. The auditor is to be appointed by the general shareholders meeting, or in case of default by the supervisory board or the managing board.
The purpose of auditing the financial statement is to provide assurance as to their reliability, so that management, shareholders, banks, investors, creditors, grant providers, etc. can use the financial statements for their decisions. When an auditor audits an annual statement, he records his opinion in an auditor's report. Such a statement is mandatory for the financial statements of medium-sized and large companies, including listed companies and for the financial statements of various government organizations such as municipalities. Not every accountant is allowed to perform these statutory audits, for which additional requirements apply.
The exact audit requirements vary depending on the size of the company. A company is classified as either micro, small, medium or large, determined by reference to the following criteria:
The value of the balance sheet assets
The net turnover, and
The number of employees.
The parameters for these classifications are summarized in the table below. The value of the assets and net revenue and the number of employees of subsidiaries and group companies that qualify for consolidation should be included as well. In order to qualify for the medium or large categories, at leasttwo of the three criteria must be met in two successive years.
The Auditors Report
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The auditors’ report is not part of the Annual Accounts that will be submitted to the Chamber of Commerce, however, it can be part of your full Financial Statement. If present, the auditor's report must include the following points:
Whether the financial statements provide information in accordance with the accounting principles generally accepted in the Netherlands and are an accurate representation of the financial position and result for the year. A proper judgment can be made as to the solvency and liquidity of the company;
whether the management boards’ report meets the legal requirements; and
whether adequate additional information has been provided.
The auditor in the Netherlands should report to the managing and supervisory boards. Before determining or approving the financial statement, the competent body should have taken notice of the auditors’ report. If the audit is not obligatory, parties may opt for a voluntary audit.
Consolidation requirements in the Netherlands
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In general, parent companies should include the financial data of controlled subsidiaries and other group companies in their consolidated financial statements.
Under Dutch Law, a controlled subsidiary is a legal entity in which the companies can directly or indirectly exercise more than 50% of the voting rights at the shareholders’ meeting or is authorized to appoint or dismiss more than half of the managing and supervisory directors. A partnership in which the company is a full partner also falls within the definition of a subsidiary. A group company is a legal entity or partnership, which is part of a group of companies. The deciding factor in consolidation is the (managerial) control over the entities, irrespective of the proportion of shares held.
The financial data of a subsidiary or group company does not have to be included in the consolidated financial statements if:
Its importance is negligible in comparison to the group as a whole:
It is rather expensive or time-consuming to get its financial information
It is only held to alienate
Consolidation may be omitted if the subsidiary or group company to be consolidated:
Satisfies the criteria for being described as a small company for Dutch Statutory purposes (see the criteria set under filing requirements)
Is not quoted on a stock exchange
Consolidation may also be omitted if:
The company has not been notified in writing of an objection against not consolidating within 6 months after the end of the financial year by at least one-tenth of its members or by holders of at least one-tenth of its issued capital.
The financial information which the company should consolidate has been included in the financial statements of its parent company
These consolidated financial statements and the annual report have been prepared in accordance with the stipulations of the 7th European Directive
The consolidated financial statements, the auditor’s opinion, and annual report, insofar as these have not been translated into Dutch, have been prepared or translated into French, German or English and are all in the same language.
Within 6 months of every balance sheet date or within one month of a permitted later publication, the documents or translations mentioned in the previous paragraph have been filed at the offices of the trade register at which the company is registered or a notice has been filed referring to the offices of the trade register where the same are available.
Publication requirements in the Netherlands
The financial statements, or report, must be filed at the Chamber of Commerce where they are made public. As discussed in our article about the accounting requirements, one of the main reasons to publish these financial reports is to provide insights for (potential) creditors.
The financial report that will be filed will contain at least a balance sheet and abbreviated Profit
The financial statements must be prepared and approved by the managing directors no later than 5 months after the end of the financial year. Hereinafter, the shareholders must adopt the financial statements within 2 months after the financial statements have been approved by the managing directors. In addition, the company must publish its annual report no later than eight days after the determination or approval of the financial statements by the shareholders. This means filing a copy of the financial statements with the Trade Register at the Chamber of Commerce.
The preparation period for the financial statements may be extended for a maximum of 5 months at the shareholders’ meeting. The deadline for publication will be than 12 months after the end of the financial year.
Please note that if the shareholders are also the managing directors of the entity, the approval date of the financial statements by the managing directors would be automatically the adoption date by the shareholders. Consequently, the deadline for publication will be then 5 months (or 10 months if the extension period of 5 months is applicable) after the end of the financial year.
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Filing an abbreviated version of the financial statements
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The publication requirements vary depending on the size of the company. They can be summarized as follows:
All filing dates in one overview
5 months after the end of the financial year, the annual financial report must be prepared by the board.
A maximum of 6 months can be granted by the shareholders' meeting if there are special circumstances. You do not have to report a delay to the Chamber of Commerce.
The prepared annual financial report is signed by all directors.
The company has 2 months to have the documents adopted by the shareholders' meeting.
13 months is, therefore, the deadline for filing with the Chamber of Commerce.
8 days after adoption, the board must file the annual statement with the Chamber of Commerce.
Filing is required by law for many companies. This will make your company's financial information available to anyone interested. Entrepreneurs in business class micro, small and medium-sized can only deposit digitally. For companies in the large business class, this applies from financial year 2022.
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Our Services
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