Legal entities are typically required to annually prepare & publish financial statements. There are different deadlines for the different types of legal entities, but for the Dutch limited liability company besloten vennootschap or “BV”) the following requirements are applicable for the preparation, adoption and filling of the annual financial statements.
Preparation of financial statements
Within five months after the end of the financial year, the Management Board must prepare the annual accounts of the BV. The prepared annual accounts must be personally signed by all directors and – if any -supervisory directors. The annuals accounts should be made available for inspection by the shareholders at the office of the BV.
The preparation period may be extended by a maximum of five months. The postponement must be granted by the General Meeting of Shareholders before the initial preparation period has been lapsed. The approval must internally be formalised in the minutes of the meeting. If the General Meeting grants the maximum extension, the annual accounts must be drawn up within ten months after the end of the financial year.
Special rules for extension as a result of the coronavirus
Due to the coronavirus outbreak, the legislator has introduced a temporary amendment to the governing law. This amendment among other things includes that the management board is also authorized to decide, by a board resolution, to extend the preparation period for the annual accounts. Shareholder approval is then no longer required.
Adoption of the annual financial statements
Once the annual reports have been prepared, they must be available for inspection at the office of the BV. The General Meeting then has two months to adopt the annual accounts.
Publication of the annual financial statements
Once the annual accounts have been adopted by the shareholders, a publication report – a shortened version of the annual report – must be digitally published with the Dutch Chamber of Commerce. Here the report is accessible for everybody in return for a small fee. The publication report must be submitted to the Dutch Chamber of Commerce within 8 days from the date of adoption by the General Meeting. The required contents of the publication report depends on which size-criteria are met by the BV.
In any way, the annual financial statements need to be published with the Chamber of Commerce within 12 months after the end of the financial year.
In case all shareholders are also members of the board, the signing date of the annual accounts by the board is also regarded as the date of adoption of the annual accounts by the General Meeting. As a result in such case the filing date is shortened to 5 months and 8 days (and in the event of an extension ultimately 10 months and 8 days).
Consequences of untimely filing
The Management Board is responsible for meeting all the above mentioned obligations. Not being compliant is considered an economic offence and in case of a bankruptcy of the BV it may lead to members of the board being liable in their personal capacity.
Please reach out to us if you have any questions, we have template minutes available for you to use.