A Dutch B.V. prepares its accounts within five months of the year-end, extendable by five, and deposits them with the KvK within eight days of adoption and never later than twelve months after the year-end. Corporate tax is 19% up to EUR 200,000 and 25.8% above; the return is due after five months, and a provisional assessment requested within four months avoids tax interest, 5% in 2026. VAT and payroll are due at the end of the following month, dividend tax within a month of payment, UBO changes within seven days, and a working director-shareholder needs a salary of at least EUR 58,000.
A Dutch B.V. runs on two clocks: the tax year and the company law year
A Dutch private limited company, the besloten vennootschap or B.V., answers to two authorities that do not talk to each other on deadlines. The Chamber of Commerce (KvK) wants the annual accounts and keeps the trade and UBO registers. The tax authority, the Belastingdienst, wants corporate income tax (vennootschapsbelasting, Vpb), VAT, payroll tax and dividend tax.
The good news is that the Dutch system is predictable. Most deadlines fall on the last day of a month and corporate tax extensions are granted almost automatically. The bad news is that the system forgives late tax returns more readily than late accounts. A KvK deposit filed after the twelve-month long stop is an economic offence, and if the company goes bankrupt within three years the directors are presumed to have mismanaged it.
This note lists everything a B.V. files and does each year, month by month, for an operating company and for a holding. It goes deeper than our short note on Dutch annual accounts and our Benelux deadline overview, and it mirrors our SOPARFI compliance calendar for Luxembourg.
19% / 25.8%
Up to EUR 200,000 of profit, and above, in 2026.
12 months
Hard stop for the KvK deposit after the year-end.
EUR 58,000
Floor for a working director-shareholder in 2026.
7 days
Reported to the KvK after the change takes effect.
Prepare, adopt, deposit: the KvK timeline and the size classes
Preparation. The board must prepare (opmaken) the annual accounts within five months of the end of the financial year: by 31 May for a calendar year. The general meeting can extend this by up to five months on account of special circumstances, so the outer limit for preparation is ten months. The extension should be a minuted shareholders' resolution taken before the first five months run out.
Adoption. The shareholders adopt (vaststellen) the accounts. The law sets no separate deadline for adoption, but the deposit deadlines below make it urgent. Where every shareholder is also a director, signing the accounts by all directors counts as adoption, so the eight-day deposit clock starts on the day of signing.
Deposit. The adopted accounts are filed with the KvK within eight days of adoption. If they are not adopted in time, the prepared accounts must still be filed, and the absolute limit is twelve months after the year-end: 31 December 2026 for the 2025 accounts of a calendar-year B.V. The Court of Appeal of 's-Hertogenbosch confirmed in September 2022 that the twelve-month date, not an earlier date derived from signing, is the outer publication deadline. Filing is digital. Micro, small and medium-sized companies already filed in a standard digital format; from financial year 2025 large companies must also file digitally, so the first such filings fall in 2026.
| Class (two of three criteria, two years running) | Total assets | Net turnover | Employees | What is filed | Audit |
|---|---|---|---|---|---|
| Micro | Up to EUR 450,000 | Up to EUR 900,000 | Fewer than 10 | Abridged balance sheet only | No |
| Small | Up to EUR 7.5 million | Up to EUR 15 million | Fewer than 50 | Abridged balance sheet and limited notes | No |
| Medium | Up to EUR 25 million | Up to EUR 50 million | Fewer than 250 | Balance sheet, notes, management report | Yes |
| Large | Above medium | Above medium | 250 or more | Full accounts | Yes |
The thresholds above were raised for financial years starting on or after 1 January 2024, after the EU indexed the Accounting Directive limits. A B.V. that crosses a threshold for one year only does not change class.
Audit. Medium and large B.V.s need a statutory audit by a registered accountant. The audit report must be ready before adoption, so a medium-sized company really works to a four-month or five-month internal deadline. Group companies can use the Article 2:403 exemption when the parent files consolidated accounts and a liability statement, renewed by deposit every year.
Law and practice: Civil Code Book 2, Articles 2:210, 2:393, 2:394, 2:395a to 2:397 and 2:403; KvK, 'In welke bedrijfsklasse valt je bedrijf?' (updated January 2026); Gerechtshof 's-Hertogenbosch, 13 September 2022, ECLI:NL:GHSHE:2022:3141.
Vpb: rates, provisional assessments, the return and tax interest
Rates. For 2026 the Vpb rates are unchanged: 19% on the first EUR 200,000 of taxable profit and 25.8% on the excess. A B.V. with a profit of EUR 150,000 pays EUR 28,500; at EUR 500,000 it pays EUR 38,000 plus EUR 77,400, or EUR 115,400. A holding usually pays little: dividends and gains on shareholdings of 5% or more fall under the participation exemption, though interest and management fees do not.
Provisional assessments. The Belastingdienst normally issues a provisional assessment (voorlopige aanslag) at the start of the year, based on earlier profits. Correct it when profits move. For the past year, a provisional assessment at the expected profit is the cheapest insurance in Dutch tax: it stops tax interest.
Return. The corporate tax return is due five months after the year-end, 1 June for a calendar year. The company can ask for an extension online before that date; it usually runs to 1 November. Tax advisers can use the professional extension scheme (Beconuitstel). For 2025 returns it runs to 1 May 2027, on condition that the adviser files at least 30% of its portfolio by 1 September 2026.
Tax interest. Interest (belastingrente) runs on corporate tax from six months after the year-end, so from 1 July for a calendar year, until the assessment. It is avoided if a correct provisional assessment is requested within four months of the year-end (by 1 May) or a correct return is filed within five months (by 1 June), and the assessment follows that figure. On 16 January 2026 the Supreme Court held that the higher interest rate for corporate tax since 2022 was not binding; corporate tax now carries the same rate as other taxes, 5% in 2026.
| Step | Calendar-year B.V. (2025 profit) | Broken year |
|---|---|---|
| Request provisional assessment to avoid interest | By 1 May 2026 | Within 4 months of year-end |
| File return or request extension | By 1 June 2026 | Within 5 months of year-end |
| Tax interest starts | 1 July 2026 | 6 months after year-end |
| Standard extension ends | 1 November 2026 | As granted |
| Adviser scheme final date | 1 May 2027 | Per scheme |
Law and practice: Corporate Income Tax Act 1969, Articles 13 and 22; General State Taxes Act (AWR), Articles 30f and 30hb; Hoge Raad, 16 January 2026, ECLI:NL:HR:2026:59; Ondernemersplein, 'Uitstel belastingaangifte aanvragen'; Belastingdienst conditions of the Becon extension scheme for 2025 returns.
VAT, EU sales listings and the director-shareholder's salary
VAT returns. A B.V. registered for VAT files and pays by the last day of the month after the period. Quarterly is the default; monthly applies on request or by decision. An annual return is the exception, available only on the tax office's decision for very small amounts. An extension for VAT is given only in very exceptional cases. A pure holding that only holds shares is usually not a VAT entrepreneur, but one that charges management fees to subsidiaries is, and our note on Dutch VAT registration explains when to register.
EU sales listing. Intra-EU supplies of goods and B2B services to other Member States go on the listing (opgaaf ICP), due on the same date as the VAT return. It becomes monthly for goods once intra-EU supplies exceed EUR 50,000 in a quarter.
Payroll. A B.V. with employees, including a director-shareholder on salary, registers as an employer and files the payroll tax return (loonaangifte) and pays by the last day of the month after each wage period, or after each four-week period if chosen. There is no annual payroll return.
The customary salary. A director who, alone or with a partner, holds 5% or more of the shares and works for the B.V. must be paid a customary salary (gebruikelijk loon): the highest of EUR 58,000 for 2026, the salary in the most comparable job and the highest salary of other employees. A lower amount needs evidence, such as genuine part-time work or a start-up with losses. The rule does not apply where the customary salary would not exceed EUR 5,000 a year, which often covers a passive holding. For a director living abroad, our note on the non-resident director's salary and substance covers treaty limits.
Law and practice: VAT Act 1968, Articles 14 and 37a; Wage Tax Act 1964, Article 12a; SRA, 'Normbedrag gebruikelijk loon dga in 2026 naar EUR 58.000'.
Dividend tax, conditional withholding tax, transfer pricing and Pillar Two
Dividend tax. When a B.V. pays a dividend it withholds 15% dividend tax and files the dividend tax return within one month of the day the dividend is made available, paying at the same time. Before any distribution the board must also run the distribution test of Article 2:216: the general meeting resolves, but the board approves only if the company can keep paying its debts.
Exemptions. A dividend to a Dutch company holding 5% or more is usually exempt; if it is fully exempt, no return is required unless the tax office asks for one. Dividends to an EU or EEA parent holding 5% or more, and to qualifying treaty-country parents, can be exempt under Article 4 of the Dividend Tax Act, subject to anti-abuse rules. In that case a return is still filed. Our note on dividends to non-residents walks through the conditions.
Conditional withholding tax. Since 2021 interest and royalties, and since 2024 dividends, paid to a related entity in a low-tax jurisdiction carry a conditional withholding tax at the top Vpb rate, 25.8% in 2026. Low-tax means a statutory profit tax rate below 9%, or a place on the EU list of non-cooperative jurisdictions. The return is filed and the tax paid once a year, within one month after the end of the calendar year, so by 31 January.
Transfer pricing. Every B.V. with related-party transactions must document how its prices are set. A group with consolidated turnover of EUR 50 million or more must also have a master file and a local file in its records when the Vpb return is filed. Above EUR 750 million, the group files a country-by-country report within twelve months of the year-end, and Dutch group members notify which entity files it.
Pillar Two. Groups with consolidated turnover of EUR 750 million or more are subject to the Minimum Tax Act 2024. For the first year, 2024, the GloBE information return and the notification of the filing entity were due by 30 June 2026. The detail is in our note on Pillar Two for mid-sized groups.
Law and practice: Dividend Tax Act 1965, Articles 4 and 7; Withholding Tax Act 2021; Civil Code Article 2:216; Corporate Income Tax Act 1969, Articles 8b and 29b to 29h; Minimum Tax Act 2024; Belastingdienst, 'Dividendbelasting als u dividend uitkeert' and 'Bronbelasting: aangifte doen en betalen'.
The UBO register, the shareholder register and bank KYC
UBO register. Every B.V. registers its ultimate beneficial owners with the KvK: individuals with more than 25% of the shares, votes or ownership, or other control, and failing them the senior managing officials. Changes must be reported within seven days after they take effect, and the same applies when someone stops being a UBO. There is no annual confirmation. Failure to register is an economic offence.
After the Court of Justice of the EU ruled on 22 November 2022 (joined cases C-37/20 and C-601/20) that general public access to beneficial ownership data was incompatible with the Charter, the KvK closed public access the same day. Competent authorities, the tax authority and the financial intelligence unit see everything. Who else may consult it, such as obliged entities and persons with a legitimate interest, is being redefined in legislation that follows the EU's 2024 anti-money-laundering package. Our note on the EU AML Regulation from 2027 shows what changes next.
Shareholder register. The board must keep a register of shareholders, pledgees and usufructuaries at the company's office, and update it on every transfer, which in the Netherlands requires a notarial deed. A central shareholder register, held by the notaries and accessible to authorities and obliged entities, has been proposed in a private member's bill. It is still pending in the House of Representatives and has no entry-into-force date, so it remains a proposal.
Bank and trust office KYC. The B.V. itself is rarely an obliged entity, but its bank and any trust office are. Expect periodic reviews and questions after unusual payments. Keep a current pack ready: trade register extract, UBO extract, shareholder register, group chart, latest accounts and source of funds. A bank that cannot complete its review will restrict or close the account, which is the most disruptive compliance failure a B.V. can have.
- Trade register. Changes in directors or address go to the KvK within a week.
- Substance. For holdings claiming treaty benefits, decisions taken in the Netherlands; see substance requirements.
- Records. Books kept for seven years.
Law and practice: Trade Register Act 2007; Wwft; CJEU, 22 November 2022, WM and Sovim, C-37/20 and C-601/20; Civil Code Book 2, Articles 2:10 and 2:194; bill 34661 on a central shareholder register; KvK, 'UBO-opgave doen'.
The calendar, the penalties and three worked examples
The table assumes a calendar financial year, quarterly VAT and a monthly payroll. For a broken year, shift the annual items by the same number of months.
| Month | What falls due (calendar-year B.V.) |
|---|---|
| January | VAT Q4 and payroll for December by 31 January; conditional withholding tax return for the previous year; update payroll and the customary salary |
| February | Payroll; close the books; book the audit if needed |
| March | Payroll; prepare the accounts |
| April | VAT Q1 by 30 April; payroll; request a provisional assessment for last year by 1 May |
| May | Payroll; accounts prepared by 31 May or extension minuted; adoption and KvK deposit within eight days |
| June | Vpb return or extension request by 1 June; master and local file ready for groups above EUR 50 million |
| July | VAT Q2 by 31 July; tax interest starts on unassessed Vpb from 1 July; dividend tax return one month after any dividend |
| August | Payroll |
| September | Payroll; adviser scheme interim target for last year's returns |
| October | VAT Q3 by 31 October; extended preparation period ends; standard Vpb extension ends on 1 November |
| November | Payroll; set next year's customary salary |
| December | Payroll; KvK deposit of last year's accounts by 31 December at the latest; year-end resolutions |
| Failure | Consequence in 2026 |
|---|---|
| KvK deposit after 12 months | Economic offence; in bankruptcy within three years, irrebuttable presumption of mismanagement and director liability for the deficit |
| Vpb return late | Default penalty, up to EUR 6,709; for a first offence typically EUR 3,354; estimated assessment |
| VAT return late | EUR 82, up to EUR 165 for repeat offences |
| VAT or payroll tax paid late | 3% of the amount, minimum EUR 50, maximum EUR 6,709; up to 10% for repeat offences |
| Tax interest | 5% in 2026 on corporate tax and most other taxes |
| UBO or trade register not updated | Economic offence; banks may block accounts |
Hold B.V. owns 100% of a Dutch operating company and receives a EUR 400,000 dividend in 2026. The participation exemption applies, so its only taxable items are EUR 6,000 of interest and EUR 9,000 of costs: no Vpb. Hold B.V. is micro, its sole shareholder is also its director, so signing the accounts adopts them and the KvK deposit follows within eight days. If Hold B.V. distributes EUR 300,000 to its Dutch-resident owner, it withholds EUR 45,000 and files within a month. The owner then pays box 2 tax of about EUR 88,500 at 24.5% and 31% and credits the EUR 45,000 withheld.
Trade B.V. sells goods across the EU, with EUR 1.2 million turnover and EUR 520,000 of assets, so it is small. The director-shareholder works full time and is paid EUR 58,000 through monthly payroll. Profit after salary is EUR 180,000, so Vpb is EUR 34,200. It requests a provisional assessment for EUR 180,000 by 1 May 2027; without it, tax interest at 5% from 1 July 2027 to an assessment in March 2028 would add about EUR 1,140. If the B.V. paid the director only EUR 30,000, a payroll audit would add the EUR 28,000 shortfall as wages.
A German GmbH owns 100% of NL B.V.; the sole director lives in Spain and holds no shares, so the customary salary rule does not apply and his fee follows the management agreement. The group turnover is EUR 80 million, so a master file and local file must be ready when the Vpb return is filed. A EUR 500,000 dividend to the GmbH is exempt under Article 4, but a return is still filed within a month. The GmbH adopts the accounts by written resolution and the deposit follows within eight days. When the German owners sell a 30% stake, the UBO entries change and the KvK must be told within seven days.
Law and practice: Economic Offences Act (WED), Article 1; Civil Code Book 2, Article 2:248(2); AWR, Articles 67a to 67c; SRA, 'Lagere verzuimboete bij vergelijkbaarheid bv met eenmanszaak' (September 2026); Box 2 rates 2026: 24.5% up to EUR 68,843, 31% above.
Build your B.V. calendar for the next twelve months
The builder starts from the current month and runs twelve months ahead, using the dates and the 2026 rates in this note. It is a planning aid, not advice on your filings, and it does not know about extensions already granted to you.
Your B.V. compliance calendar for the next 12 months
Pick the financial year-end and describe the company. You get a dated month-by-month list of filings starting this month, an estimate of corporate income tax on the profit you enter at 2026 rates, the red flags we see most often and the next steps.
Vpb in 2026, with the band at EUR 200,000.
Provisional assessment or return in time means no tax interest.
Final KvK deposit date; late filing is a liability trap.
Customary salary for a working director-shareholder.
Dutch B.V. compliance: frequent questions
When must a Dutch B.V. file its annual accounts with the KvK?
Within eight days of adoption by the shareholders, and in any case no later than twelve months after the financial year-end, so 31 December 2026 for the 2025 accounts of a calendar-year company. The directors must prepare the accounts within five months of the year-end; the general meeting can extend that by up to five months.
What is the Dutch corporate income tax rate in 2026?
19% on taxable profit up to EUR 200,000 and 25.8% on the excess.
When is the corporate tax return due?
Five months after the year-end: 1 June for a calendar year. Extensions run to 1 November, or to 1 May 2027 for 2025 returns under the adviser scheme. They do not stop tax interest.
How do I avoid tax interest on corporate tax?
Request a provisional assessment that matches the expected profit within four months of the year-end (by 1 May for a calendar year), or file a complete return within five months (by 1 June). If the assessment then follows the request or the return, no interest is charged. The 2026 rate is 5%.
Does every director-shareholder need a salary of EUR 58,000?
A director who holds 5% or more and works for the B.V. must receive a customary salary of at least EUR 58,000 in 2026, or more if a comparable job pays more. Lower amounts need evidence.
How quickly must UBO changes be reported?
Within seven days after the change takes effect, through the KvK. There is no annual confirmation. Since November 2022 the Dutch UBO register is no longer open to the general public.