Dutch Civil Code, Book 2, Title 9: annual accounts and management report
Title 9 of Book 2 of the Dutch Civil Code, the statutory basis of Dutch GAAP: preparation, content, audit and publication of the annual accounts of BVs, NVs and other entities, Articles 2:360 to 2:455 as in force from 1 July 2026. Full English translation with the official Dutch under every paragraph.
Card
- Official title
- Burgerlijk Wetboek, Boek 2 (Rechtspersonen), Titel 9: De jaarrekening en het bestuursverslag
- In English
- Dutch Civil Code, Book 2 (Legal persons), Title 9: Annual accounts and management report
- Articles
- 2:360 to 2:455: 116 articles in sixteen divisions
- Applies to
- BVs, NVs, cooperatives and mutual insurance societies; banks, payment and e-money institutions whatever their form; and foundations and associations that carry on a business above a turnover threshold
- Version translated
- Consolidated text of Book 2 valid from 1 July 2026 (identifier BWBR0003045)
- EU basis
- Accounting Directive 2013/34/EU, Bank Accounts Directive 86/635/EEC, Insurance Accounts Directive 91/674/EEC, IAS Regulation (EC) No 1606/2002
- How it is cited
- “Article 2:394 BW” or “art. 2:394 BW”
- Authentic language
- Dutch
- Official source
- wetten.overheid.nl
The text in 6 parts
Who must prepare annual accounts, the true-and-fair standard, Dutch GAAP or IFRS, language and currency, and the layout of the balance sheet. 17 articles.
Arts. 2:377–390Profit and loss account, notes and valuationLayout of the profit and loss account, the notes (participations, employees, remuneration of directors, audit fees), and valuation principles including legal reserves. 26 articles.
Arts. 2:391–398Management report, audit, filing and size exemptionsManagement report, other information, statutory audit, filing with the trade register within twelve months, and the micro, small and medium-sized exemptions. 10 articles.
Arts. 2:399–414Special entities, the group exemption and consolidationInvestment and holding entities, the Article 2:403 group exemption with the parent’s declaration of liability, and the rules for consolidated accounts. 17 articles.
Arts. 2:415–446Banks and insurance companiesSpecial layouts, valuation and notes for the annual accounts of banks and insurance companies. 37 articles.
Arts. 2:447–455Proceedings on the annual accountsWho can ask the Enterprise Chamber to order changes to annual accounts, the time limits, the procedure and the effect of its order. 9 articles.
In short
- Annual accounts consist of the balance sheet, the profit and loss account and the notes, and must give such insight that a sound judgment can be formed on equity, result, solvency and liquidity (Art. 2:361, Art. 2:362).
- A company may use Dutch GAAP under this Title or IFRS as adopted by the EU (Art. 2:362); the accounts may be drawn up in a foreign currency and in English, French or German (Art. 2:362, Art. 2:394).
- The accounts must be filed with the trade register within eight days of adoption, and in any event no later than twelve months after the end of the financial year (Art. 2:394).
- Size decides the burden: micro-entities, small and medium-sized companies have lighter content and filing rules, based on assets, turnover and employees over two consecutive years (Art. 2:395a, Art. 2:396, Art. 2:397).
- Medium-sized and large companies need a statutory audit; small companies and micro-entities do not (Art. 2:393, Art. 2:396).
- A subsidiary can avoid preparing and filing full accounts if its parent consolidates it and files a declaration taking joint and several liability for its debts (Art. 2:403).
- Certain balance-sheet items, such as revaluations and capitalised development costs, require a legal reserve that cannot be distributed (Art. 2:365, Art. 2:389, Art. 2:390).
- Any interested party can ask the Enterprise Chamber to order a company to change its annual accounts (Art. 2:447, Art. 2:448).
Who it affects
- Directors of Dutch BVs and NVs, including non-resident directors: preparation, adoption and filing duties, and the deadlines that matter for personal liability.
- Groups with Dutch subsidiaries: the 2:403 exemption, consolidation and the choice between Dutch GAAP and IFRS.
- Accountants and controllers outside the Netherlands who prepare Dutch statutory accounts.
- Investors, lenders and creditors reading Dutch filed accounts and the legal reserves behind them.
Key dates
| Date | Event |
|---|---|
| 1 January 1984 | Fourth Company Law Directive implemented: Title 9 in its modern form (Stb. 1983, 663) |
| 27 July 2005 | IAS Regulation implemented: listed groups use IFRS, others may opt in (Stb. 2005, 377) |
| 1 November 2015 | Accounting Directive 2013/34/EU implemented, micro-entity regime (Stb. 2015, 349) |
| 30 December 2023 | Public country-by-country reporting for large multinationals (Stb. 2023, 517) |
| 13 March 2024 | Size thresholds raised for micro, small and medium-sized legal persons (Stb. 2024, 52) |
| 1 July 2026 | Date of the consolidated version of Book 2 translated here |
BCA commentary
The deadline that matters
For a BV the board prepares the accounts within five months of the year end, extendable by up to five months by the general meeting (Article 2:210). Once adopted, they must be filed within eight days, and whatever happens, filing must take place no later than twelve months after the year end (Art. 2:394). Missing it is an economic offence, and if the company goes bankrupt, late filing in the three years before the bankruptcy is presumed to be mismanagement and an important cause of it (Article 2:248). The twelve-month date is the one every director should have in the calendar.
Size classes
The burden depends on size. A company is micro, small or medium-sized if, on two consecutive balance sheet dates, it does not exceed two of three criteria: total assets, net turnover and average employees (Art. 2:395a, Art. 2:396, Art. 2:397). Small companies file only an abridged balance sheet and notes and need no audit; micro-entities file a very brief balance sheet. Medium-sized and large companies must have their accounts audited (Art. 2:393). The thresholds were raised in 2024; check the current figures in the articles themselves.
The 403 exemption
Art. 2:403 is the reason many Dutch group companies file almost nothing. If the parent consolidates the subsidiary, the shareholders consent and the parent files a declaration that it is jointly and severally liable for the subsidiary’s debts, the subsidiary need not prepare accounts in the statutory format, have them audited or file them. The declaration is a real guarantee and can be withdrawn only through the procedure in Art. 2:404.
Legal reserves and distributions
Title 9 decides how much equity is free. Revaluations, capitalised development costs and undistributed profits of participations require legal reserves (Art. 2:365, Art. 2:389, Art. 2:390) that cannot be distributed. That figure feeds directly into the distribution rules for BVs (Article 2:216) and NVs (Article 2:105).
Dutch GAAP or IFRS
Listed groups must use IFRS in their consolidated accounts under the EU IAS Regulation; other companies may choose IFRS or Dutch GAAP under this Title (Art. 2:362). Dutch GAAP is fleshed out by the guidelines of the Dutch Accounting Standards Board, which are not law but are what auditors apply in practice.
Amendment history
Acts that gave the articles of Title 9 their current wording, from the official metadata of wetten.overheid.nl, with the articles they touch. Articles whose wording dates from the 1976 enactment of Book 2 are not listed.
| Act | Articles |
|---|---|
| Stb. 1983, 663 Implementation of the Fourth Company Law Directive | Arts. 2:364, 2:366, 2:368, 2:369, 2:372, 2:380, 2:388 |
| Stb. 1985, 656 New capital rules for the BV | Art. 2:367 |
| Stb. 1988, 517 Consolidated annual accounts | Arts. 2:404a, 2:414 |
| Stb. 1990, 1 Simplification of the rules on annual accounts | Arts. 2:370, 2:376, 2:409 |
| Stb. 1993, 258 Annual accounts of banks | Arts. 2:400, 2:412, 2:417, 2:419, 2:423, 2:424 |
| Stb. 1993, 517 Annual accounts of insurance companies | Arts. 2:399, 2:413, 2:431, 2:432, 2:433, 2:434, 2:436, 2:437 |
| Stb. 1997, 53 Annual accounts of foundations and associations carrying on a business | Art. 2:383a |
| Stb. 2002, 225 Disclosure of directors’ and supervisory directors’ remuneration and shareholdings | Arts. 2:383d, 2:383e |
| Stb. 2004, 370 Amendment of the structure regime | Art. 2:382 |
| Stb. 2005, 377 Implementation of the IAS Regulation (EC) No 1606/2002 | Arts. 2:361, 2:374, 2:381a, 2:381b, 2:384, 2:385, 2:390, 2:395, 2:405, 2:406, 2:411, 2:420, 2:422, 2:426, 2:429, 2:430, 2:440, 2:445, 2:446 |
| Stb. 2006, 180 Financial reporting by insurance companies | Arts. 2:439, 2:440a, 2:442, 2:443 |
| Stb. 2007, 406 Implementation of MiFID | Art. 2:371 |
| Stb. 2008, 243 Implementation of the Statutory Audit Directive 2006/43/EC | Art. 2:410 |
| Stb. 2008, 550 Implementation of Directive 2006/46/EC (accounting directives amended) | Art. 2:421 |
| Stb. 2011, 670 Implementation of the E-Money Directive 2009/110/EC | Arts. 2:360, 2:415 |
| Stb. 2012, 299 Flex BV Act (simplification and flexibilisation of BV law) | Art. 2:373 |
| Stb. 2012, 300 Flex BV Implementation Act | Art. 2:378 |
| Stb. 2012, 679 Implementation of Solvency II | Arts. 2:428, 2:435, 2:435a, 2:438, 2:441, 2:444, 2:444a, 2:444b, 2:444c, 2:444d |
| Stb. 2013, 228 Implementation of the AIFM Directive 2011/61/EU | Art. 2:401 |
| Stb. 2013, 487 Financial Markets Amendment Act 2014 | Art. 2:455 |
| Stb. 2013, 507 Chamber of Commerce Act | Art. 2:453 |
| Stb. 2013, 563 Adjustment and claw-back of directors’ bonuses | Art. 2:383c |
| Stb. 2015, 184 Single Supervisory Mechanism (ECB) implementation | Art. 2:416 |
| Stb. 2015, 349 Implementation of the Accounting Directive 2013/34/EU | Arts. 2:363, 2:365, 2:375, 2:377, 2:380a, 2:380b, 2:380c, 2:380d, 2:381, 2:382a, 2:383, 2:387, 2:389, 2:402, 2:425 |
| Stb. 2015, 505 Electronic deposit of documents with the trade register | Arts. 2:379, 2:403 |
| Stb. 2016, 290 Digitalisation of civil procedure (adaptation act) | Art. 2:404 |
| Stb. 2017, 235 Repair of EU financial-markets implementation | Art. 2:362 |
| Stb. 2017, 512 Implementation of MiFID II | Art. 2:407 |
| Stb. 2018, 139 Strengthening the audit profession | Arts. 2:393, 2:427 |
| Stb. 2018, 228 Justice and Security Omnibus Act 2018 | Arts. 2:386, 2:392, 2:394, 2:408 |
| Stb. 2018, 408 Financial Markets Amendment Act 2018 | Art. 2:452 |
| Stb. 2019, 107 Bearer Shares Conversion Act | Art. 2:391 |
| Stb. 2019, 423 Implementation of the revised Shareholder Rights Directive (EU) 2017/828 | Art. 2:383b |
| Stb. 2022, 345 Justice and Security Omnibus Act 2022 | Art. 2:454 |
| Stb. 2023, 517 Public country-by-country reporting (Directive (EU) 2021/2101) | Arts. 2:391a, 2:447, 2:448, 2:449, 2:451 |
| Stb. 2024, 52 Size thresholds raised (Delegated Directive (EU) 2023/2775) | Arts. 2:395a, 2:396, 2:397 |
| Stb. 2024, 62 Simplification and modernisation of the law of evidence | Art. 2:450 |
| Stb. 2024, 174 Dispute resolution and inquiry proceedings amendments | Art. 2:398 |
Related acts
Preparation and adoption of the accounts (Art. 2:210), distributions (Art. 2:216), directors’ liability (Art. 2:248).
Netherlands · Civil CodeBook 2, Title 4: the NVPreparation and adoption of the accounts (Art. 2:101), distributions (Art. 2:105).
Netherlands · Civil CodeBook 2, Title 1: general provisionsThe duty to keep records (Art. 2:10) that underlies the annual accounts.
Netherlands · RegistersTrade Register Act 2007Filing of the accounts with the trade register, including electronic deposit (Art. 19a).
EU · DirectiveDirective 2013/34/EUThe Accounting Directive implemented by this Title. EUR-Lex.
BCA EU · GuideAnnual accounts in the NetherlandsWhat a Dutch BV must prepare, audit and file, and when.
How to cite
Cite the article and paragraph and link to the paragraph anchor. For example:
Unofficial English translation by BCA EU, for information. Only the Dutch text has legal force. Article headings are editorial; title, division and section headings are the law’s own. Text checked against the consolidated version of Book 2 valid from 1 July 2026 on wetten.overheid.nl on 30 October 2026. This page is not legal or tax advice.
Annual accounts for your Dutch BV?
We prepare and file Dutch statutory accounts, arrange the 403 declaration where it fits and keep the filing dates. Fixed fee agreed upfront.