Why Branch Registration in the Netherlands is Important to consider as option to enter a new market
Registering a branch is an efficient, cost-effective way to expand your business into a foreign market. The Netherlands, with its robust...
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Are you planning to file the Financial Statements for your Dutch company? This article, and the tutorial below, will provide you all the information you need to file your Financial Statements yourself. This is particularly convenient for Dutch companies, that do not have substantial activities yet, or if they do, have basic understanding of accountant.
If your Dutch company is not fully operational yet, ANYBODY can submit the Financial Statements. No accountant is required for this basic filing requirement.
Before we get in the practicalities of filing your Dutch companies FInancial Statements, we will explain the basic formal requirements below.
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The requirement to prepare financial statements
Every company in the Netherlands is obligated to maintain its accounting record that is sufficiently adequate to determine the financial position of the company at any given time. This obligation is incorporated in Dutch law and is usually also incorporated in the statutes of the company. The financial statements must be kept for a period of seven years.
The abovementioned is applicable for all companies in the Netherlands. In general, a Dutch branch (of a foreign entity) is not required to prepare and file their own financial statements. Read more about how to prepare your Dutch Financial Statements in our tutorial below.
In this chapter we will discuss how to comply with the Dutch accounting requirement to draft and publish a Financial Statement. This activity is typically combined with some of the activities as mentioned in the table below (which also shows WHEN you need to complete these activities).
Do you have a private limited company (eg), a public limited company (nv), a cooperative or another organization? In that case, you must file (submit) your annual accounts with the Chamber of Commerce every year. Financial statements are a financial report of your company.
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When do you submit your Dutch annual accounts?
You must submit your annual accounts, within 5 months after you closed your financial year, to the Dutch Chamber of Commerce. How you submit your financial statements depends on your type of legal entity, and size. Do you have a ‘micro’ or ‘small’ BV or NV ? Then you can file your annual accounts yourself online. Alternatively, your accountant can file your annual accounts digitally with SBR (Standard Business Reporting).
See timeline below:
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Consequences of late submission
If you file your annual accounts too late, you can be fined. In bankruptcy, regardless of your legal form, you can be held personally liable for the debts.
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Dutch accounting rules
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In the Netherlands, the accounting rules are incorporated in Dutch law, as above mentioned. The Dutch Generally Accepted Accounting principles are based on EU directives for the biggest part.
These accounting principles apply to all corporations and other entities. Only for stock registered companies, financial institutions and insurance companies different rules may apply.
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Audit requirements in the Netherlands
Only medium and large companies are required by law to have their annual report audited by independent, qualified and registered Dutch auditors. The auditor is to be appointed by the general shareholders meeting, or in case of default by the supervisory board or the managing board.
The purpose of auditing the financial statement is to provide assurance as to their reliability, so that management, shareholders, banks, investors, creditors, grant providers, etc. can use the financial statements for their decisions. When an auditor audits an annual statement, he records his opinion in an auditor's report. Such a statement is mandatory for the financial statements of medium-sized and large companies, including listed companies and for the financial statements of various government organizations such as municipalities. Not every accountant is allowed to perform these statutory audits, for which additional requirements apply.
The exact audit requirements vary depending on the size of the company. A company is classified as either micro, small, medium or large, determined by reference to the following criteria:
The value of the balance sheet assets
The net turnover, and
The number of employees.
The parameters for these classifications are summarized in the table below. The value of the assets and net revenue and the number of employees of subsidiaries and group companies that qualify for consolidation should be included as well. In order to qualify for the medium or large categories, at leasttwo of the three criteria must be met in two successive years.
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The Auditors Report
The auditors’ report is not part of the Annual Accounts that will be submitted to the Chamber of Commerce, however, it can be part of your full Financial Statement. If present, the auditor's report must include the following points:
Whether the financial statements provide information in accordance with the accounting principles generally accepted in the Netherlands and are an accurate representation of the financial position and result for the year. A proper judgment can be made as to the solvency and liquidity of the company;
whether the management boards’ report meets the legal requirements; and
whether adequate additional information has been provided.
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The auditor in the Netherlands should report to the managing and supervisory boards. Before determining or approving the financial statement, the competent body should have taken notice of the auditors’ report. If the audit is not obligatory, parties may opt for a voluntary audit.
Consolidation requirements in the Netherlands
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In general, parent companies should include the financial data of controlled subsidiaries and other group companies in their consolidated financial statements.
Under Dutch Law, a controlled subsidiary is a legal entity in which the companies can directly or indirectly exercise more than 50% of the voting rights at the shareholders’ meeting or is authorized to appoint or dismiss more than half of the managing and supervisory directors. A partnership in which the company is a full partner also falls within the definition of a subsidiary. A group company is a legal entity or partnership, which is part of a group of companies. The deciding factor in consolidation is the (managerial) control over the entities, irrespective of the proportion of shares held.
The financial data of a subsidiary or group company does not have to be included in the consolidated financial statements if:
Its importance is negligible in comparison to the group as a whole:
It is rather expensive or time-consuming to get its financial information
It is only held to alienate
Consolidation may be omitted if the subsidiary or group company to be consolidated:
Satisfies the criteria for being described as a small company for Dutch Statutory purposes (see the criteria set under filing requirements)
Is not quoted on a stock exchange
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Consolidation may also be omitted if:
The company has not been notified in writing of an objection against not consolidating within 6 months after the end of the financial year by at least one-tenth of its members or by holders of at least one-tenth of its issued capital.
The financial information which the company should consolidate has been included in the financial statements of its parent company
These consolidated financial statements and the annual report have been prepared in accordance with the stipulations of the 7th European Directive
The consolidated financial statements, the auditor’s opinion, and annual report, insofar as these have not been translated into Dutch, have been prepared or translated into French, German or English and are all in the same language.
Within 6 months of every balance sheet date or within one month of a permitted later publication, the documents or translations mentioned in the previous paragraph have been filed at the offices of the trade register at which the company is registered or a notice has been filed referring to the offices of the trade register where the same are available.
Publication requirements in the Netherlands
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The financial statements, or report, must be filed at the Chamber of Commerce where they are made public. As discussed in our article about the accounting requirements, one of the main reasons to publish these financial reports is to provide insights for (potential) creditors.
The financial report that will be filed will contain at least a balance sheet and abbreviated Profit
The financial statements must be prepared and approved by the managing directors no later than 5 months after the end of the financial year. Hereinafter, the shareholders must adopt the financial statements within 2 months after the financial statements have been approved by the managing directors. In addition, the company must publish its annual report no later than eight days after the determination or approval of the financial statements by the shareholders. This means filing a copy of the financial statements with the Trade Register at the Chamber of Commerce.
The preparation period for the financial statements may be extended for a maximum of 5 months at the shareholders’ meeting. The deadline for publication will be than 12 months after the end of the financial year.
Please note that if the shareholders are also the managing directors of the entity, the approval date of the financial statements by the managing directors would be automatically the adoption date by the shareholders. Consequently, the deadline for publication will be then 5 months (or 10 months if the extension period of 5 months is applicable) after the end of the financial year.
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Filing an abbreviated version of the financial statements
The publication requirements vary depending on the size of the company. They can be summarized as follows:
All filing dates in one overview
5 months after the end of the financial year, the annual financial report must be prepared by the board.
A maximum of 6 months can be granted by the shareholders' meeting if there are special circumstances. You do not have to report a delay to the Chamber of Commerce.
The prepared annual financial report is signed by all directors.
The company has 2 months to have the documents adopted by the shareholders' meeting.
13 months is, therefore, the deadline for filing with the Chamber of Commerce.
8 days after adoption, the board must file the annual statement with the Chamber of Commerce.
Filing is required by law for many companies. This will make your company's financial information available to anyone interested. Entrepreneurs in business class micro, small and medium-sized can only deposit digitally. For companies in the large business class, this applies from financial year 2022.
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Category | Business Formation
This article will inform you on the different types of Dutch legal entities
How to start a sole proprietorship in the Netherlands in a few simple steps.
A holding company is really just a BV (Private Limited Company).
In this article we will explain you the details of the Formation Deed, and why they are so important.
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Our Services
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What is House of Companies?House of Companies is in first instance a new concept in offering flexible office solutions and registered office addresses, covering more than 4.000 locations. Aside from full service office facilities (from dealing with your mail, to answering the phone) , we offer a ‘branch out membership’ which provides you the tools to start a new business, or keep your business running, at the lowest costs possible. House of Companies is located at an amazing mansion, on a 50.000m2 estate in the Netherlands offering room for hundreds of companies. But we also offer +4.000 locations in cooperation with partners.
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Can anybody use the services of House of Companies?Yes, basically anybody can use the services of the House of Companies. Even if you are not an entrepreneur yet! Our services are very low-key which allows companies of any sizes to expand overseas. We do have a strict onboarding process in place, and don’t deal with companies focused on tax avoidance, or who have operations in sanctioned countries, as well as certain sensitive industries.
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Is using a registered office address legal?Yes, 100% legal! Our team has over 10 years experience in providing registered office services, and our locations meet the standards of the Dutch Chamber of Commerce. Our locations provide a full time reception, and our locations are always able to provide you a working space when need be.
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Do I pay taxes when I use a virtual office in the Netherlands?A ‘virtual office’ typically does not pay taxes (yet). This is not due to a special tax status, but simply because a virtual office has no actual operations (or substance) yet (or has not started to make a profit, doing sales, or employing staff). In fact, a ‘virtual office’ is typically considered a ‘representative office’ and is not required to be registered at the Chamber of Commerce. Such requirements might change, once you perform any actual services from the Netherlands, or goods are stored and processed here. In case of doubt, it might be necessary to discuss your situation with a lawyer or accountant, but much information on this topic is available in our Dashboard.
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Does a Dutch company require a local address?In many cases a local company registration requires a local business address. Especially in (Western) European countries this is very common. There are some exceptions, especially in case of a branch registration (or a representative office). A registered office address is required to receive official government letters, and in come cases also to open a local corporate bank account.
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Can my Dutch business open a bank account?Yes, a business dealing on the Dutch market can also open a corporate bank account. However, this is becoming more challenging. House of Companies can inform you about European banks that can open bank accounts for any kind of European entity, without a visit to the bank required.
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When is a registered office address convenient for me?A registered office address is convenient for any kind of business, that is planning to expand to a new market, and is taking it step by step. A registered office address (or virtual office) allows you to explore a new market, while limiting your expenses. It’s not about being ‘virtual’, but it’s about avoiding as much bureaucracy and legal expenses as you can, while your business is not yet at its full capacity. Our tools allow you to get an understanding of the legal framework of a country, so you are able to make the decisions for yourself, rather than having to rely on an accountant or lawyer.
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Can I really submit my corporate tax return myself, without any charges?"Yes, anybody can submit their corporate tax return themselves, without any help from an accountant. Our Dashboard provides you the detailed information, step by step, on how to login to your online Tax Portal, and to file your tax return. Obviously, the more complicated your company activities (and transactions) the more complex your tax return will look like. But if you have almost no operations, then you can save thousands of euros in accounting fees, without requiring any accounting skills! Once your company grows, we offer more detailed information, so you can learn along the way. Or you can decide to involve an accountant at that stage.
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