Filing Requirements with the Dutch Chamber of Commerce

Companies required to file accounts:

• B.V.’s (active or not)
• N.V.’s (active or not)
• Cooperatives
• Mutual insurance societies
• Banks
• The V.O.F and C.V. (only if all managing partners are foreign equity partners)
• Companies registered abroad
• Associations and societies with business activities and a net annual turnover of over six million EUROs in two consecutive accounting years.

Companies that do not need to file their accounts:  

The following companies are not required to file their annual accounts for inspection:

• Sole proprietor businesses, V.O.F, C.V.
• Associations and societies which either have no business activities or whose business activities generate less than six million guilders net turnover
• Companies that are not registered in the trade register, such as partnerships and governmental bodies
• Group companies whose parent company files consolidated accounts. Instead of the annual accounts, the subsidiary company must file a statement of agreement and declaration of liability. The parent company must file annual accounts on behalf of the whole group.
• Companies which have only existed for a short time and have not yet operated throughout an entire accounting year
• Companies with a so-called extended first accounting year. An extended accounting year may not exceed a 24-month period and is only possible during the first year following incorporation or following amendment to the articles of association.
• Branches of foreign companies (only accounts of the foreign head office need to be filed). 

When and how must the financial statements be filed?

Generally, the articles of a B.V./ N.V. provide that the management board has to prepare the annual accounts. Subsequently, the annual accounts need to be adopted by the shareholders, in or outside a general meeting of shareholders. 

The management board shall draw up the financial statements no later than five (5) months after the end of the financial year. The shareholders can extend this term for a maximum of 5 months. Subsequently, the shareholders must adopt/approve these statements within two (2) months. If the only shareholder is also the director of the company, the financial statements are considered adopted by the shareholder upon signing the financial statements by the director. 

Next, the company must publish its annual accounts by filing an abbreviated version of the balance sheet plus a commentary (the publication accounts) no later than eight (8) days after the approval by the shareholder. The ultimate deadline for publication for a company with multiple shareholders is twelve (12) months plus eight (8) days after the end of the financial year. For 'One man/woman B.V.s' ten (10) months plus eight (8) days after the end of the financial year. 

The filing of the publication accounts must be done online.