Do you have a Dutch B.V. whose financial year coincides with the calendar year? Have the annual accounts for 2017 not yet been prepared and/or adopted? If you have answered both questions affirmatively, it is time to take action, as the deadlines for preparing, adopting and filing the annual accounts are rapidly approaching. To avoid sanctions, it is important to observe the applicable terms. To this end, the most important terms will be briefly set out below.
The financial year of Dutch legal entities coincides with the calendar year, unless the articles of association provide otherwise. Each year, within five months after the end of the financial year, the management board must prepare the annual accounts and make the same available for inspection by the shareholders at the offices of the B.V. If there is a works council, the annual accounts also be sent to the works council. This period may be extended by a maximum of five months by the general meeting on account of special circumstances.
As a result of the Implementation Act Directive annual accounts (Uitvoeringswet richtlijn jaarrekening) entering into force, the mandatory term of extension has been reduced from six to five months. Even if the articles of association of your B.V. still determine that extension by a maximum term of six months is possible, the abovementioned mandatory term of extension of five months applies effective from 1 January 2016.
The annual accounts must be signed by the managing directors and the supervisory board members (if any). If one or more of their signatures is missing, this must be stated and the reason therefor.
The annual accounts must be adopted within two months after being prepared. The general rule is that the annual accounts are adopted during the (annual) general meeting. This will not apply if all shareholders are also the managing directors of the company and they have signed the annual accounts. In that case, the signing of the annual accounts by all managing directors and supervisory board members (if any) will serve as adoption, provided (1) all other persons entitled to attend the meeting were given the opportunity to take note of the annual accounts and (2) have consented to this manner of adoption.
The annual accounts must be filed with the trade register of the Dutch Chamber of Commerce (Kamer van Koophandel) within eight days after adoption but in any event within twelve months after the close of the financial year. This applies even if they have not been adopted (in a timely manner). In such case, it must be stated upon publication that the annual accounts have not been adopted (in a timely manner).
Not filing the annual accounts (in a timely manner) qualifies as a criminal offence (an economic offence). It is important that the annual accounts are filed within twelve months after the end of the financial year. The annual accounts for 2017 must be filed by 31 December 2018 at the latest. Please note: in case your B.V. has been declared bankrupt and if the annual accounts have not been filed or have not been filed in a timely manner, mismanagement of the B.V. (in the general sense) is uncontested and is considered a plausible cause for the bankruptcy. As a consequence, the managing directors will be held jointly and severally liable for all debts of the B.V. that cannot be paid, unless they can prove that there is no connection between their mismanagement and the bankruptcy.
Deadlines if the financial year coincides with the calendar year
Deadlines without extension by the general meeting:
Deadlines with extension by the general meeting:
On July 1st 2021, the Act on Management and Supervision of Legal entities will enter into force.
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