Short answer: An annual report in the Netherlands consists of the annual accounts (balance sheet, profit and loss account and notes), the management report and other information. The board prepares the accounts within 5 months of year end, the shareholders adopt them, and the company files them with the Chamber of Commerce (KVK) within 8 days of adoption, at the latest 12 months after year end.
Every spring, directors of Dutch companies face the same questions. What exactly has to be ready, who prepares what, and when must it reach the Chamber of Commerce? Many assume the accountant takes care of everything. Legally, however, the responsibility sits with the board and the shareholders.
This guide is meant as a lasting reference. The rules come from Title 9 of Book 2 of the Dutch Civil Code (BW) and do not change every year. We cover the yearly updates separately in our article on creating the 2025 annual report.
In this article you will learn what an annual report in the Netherlands contains, which size rules apply, the timeline from year end to filing, who does what, which documents to gather and which mistakes to avoid.
What is an annual report in the Netherlands?
An annual report in the Netherlands (jaarverslag) is the full package a company produces after its financial year. It includes the annual accounts (jaarrekening), the management report (bestuursverslag) and other information. The annual accounts hold the figures. The management report explains in words how the year went. Small and micro companies are exempt from the management report.
The Dutch terms are often mixed up, also when people discuss an annual report in the Netherlands in English. “Annual report” and “annual accounts” are used as if they were the same thing. That causes confusion, especially for foreign shareholders who expect a long narrative report.
The law describes the management report in article 2:391 BW. It must give a true and fair view of the position at balance sheet date, the development during the year and the results. It also covers the main risks and uncertainties. Furthermore, it must be consistent with the annual accounts.
So for a typical small BV (Dutch private limited company), the annual report in the Netherlands mainly means the annual accounts.
What does an annual report in the Netherlands contain?
A complete annual report has three parts. First, the annual accounts with balance sheet, profit and loss account and notes. Second, the management report on the course of business, risks and outlook. Third, other information, such as the profit appropriation and, where required, the auditor’s report. How much you include depends on your size class.
The KVK sets out the requirements per size class on its page what the annual accounts consist of (in Dutch). Here is the summary.
| Component | What it contains | Required for |
|---|---|---|
| Balance sheet | Assets, liabilities and equity at balance sheet date | All BVs |
| Profit and loss account | Revenue, costs and result for the year | All BVs (micro and small do not file it) |
| Notes | Accounting policies and explanation of items | All BVs, with exemptions for micro and small |
| Management report | Course of business, risks, outlook | Medium and large |
| Other information | Profit appropriation and any auditor’s report | Mainly medium and large |
Note the difference between preparing and filing. A small BV prepares full annual accounts for its shareholders. It then files an abridged version with the KVK. A micro BV files only a limited balance sheet.
Which rules apply to your BV?
Your size class determines what your annual report in the Netherlands must contain and what you file. A company falls into a class when it meets at least two of three criteria on two consecutive balance sheet dates: total assets, net turnover and average number of employees. The current thresholds apply to financial years starting on or after 1 January 2024.
| Class | Total assets | Net turnover | Employees | Management report | Statutory audit |
|---|---|---|---|---|---|
| Micro | up to โฌ 450,000 | up to โฌ 900,000 | fewer than 10 | No | No |
| Small | up to โฌ 7.5 million | up to โฌ 15 million | fewer than 50 | No | No |
| Medium | up to โฌ 25 million | up to โฌ 50 million | fewer than 250 | Yes | Yes |
| Large | over โฌ 25 million | over โฌ 50 million | 250 or more | Yes | Yes |
The amounts come from the Decree of 5 March 2024 (Staatsblad 2024, 52), which raised the thresholds in articles 2:395a, 2:396 and 2:397 BW. The exemption from the management report and the statutory audit for small companies is in article 2:396(7) BW.
Growing fast? Keep the two-year rule in mind. One year above the threshold does not immediately make you a medium-sized company.
What is the timeline for an annual report in the Netherlands?
The board prepares the annual accounts within 5 months after year end. In special circumstances, the general meeting of shareholders can extend this by up to 5 months. The shareholders then adopt the accounts. Filing follows within 8 days of adoption and in any case within 12 months after the end of the financial year. No extension is available for filing.
The preparation period and extension are in article 2:210(1) BW. The filing deadlines are in article 2:394 BW and are confirmed by the KVK. The table shows the annual report in the Netherlands timeline for a calendar financial year.
| Step | Who | Deadline | Financial year 2025 | Financial year 2026 |
|---|---|---|---|---|
| Close the year | Bookkeeper and board | Year end | 31 December 2025 | 31 December 2026 |
| Prepare the accounts | Board | Within 5 months | 31 May 2026 | 31 May 2027 |
| Prepare with extension | Board, after shareholder resolution | Up to 5 extra months | 31 October 2026 | 31 October 2027 |
| Adopt | General meeting | Within 2 months of presentation | After preparation | After preparation |
| File with the KVK | Board | Within 8 days of adoption | 31 December 2026 at the latest | 31 December 2027 at the latest |
Are all shareholders also directors, as in many owner-managed BVs? Then signing by all directors also counts as adoption (article 2:210(5) BW). According to the KVK, the 2-month adoption period then lapses, so the 8-day filing period starts as soon as everyone has signed. Since 1 January 2026, all legal entities must file through Standard Business Reporting (SBR), according to business.gov.nl.
Who does what for an annual report in the Netherlands?
The board is legally responsible: it prepares, signs and files the annual accounts. The shareholders adopt them at the general meeting. The bookkeeper delivers reconciled books. The accountant compiles or audits the accounts, depending on your size and on what your bank or investors require.
| Role | Tasks | Basis |
|---|---|---|
| Bookkeeper | Update the books, reconcile accounts, prepare year-end entries | Agreement with the BV |
| Board | Prepare the accounts and any management report, sign, file | Art. 2:210(1) and (2) BW |
| Shareholders (general meeting) | Adopt the accounts, extend the preparation period if needed, decide separately on discharge | Art. 2:210(1) and (3) BW |
| Accountant (compilation) | Helps the board prepare the accounts, gives no assurance | Dutch professional rules (NBA) |
| Accountant (audit) | Gives an opinion with reasonable assurance | Mandatory from medium size |
Two points are often missed. First, all directors sign the accounts. If a signature is missing, the reason must be stated (article 2:210(2) BW). Second, adoption does not automatically discharge the directors. Discharge requires a separate resolution.
The difference between a compilation and an audit matters. According to the NBA (the Dutch professional body of accountants), a compiling accountant supports the preparation, while an auditor gives an opinion with reasonable assurance. A review gives limited assurance. Our bookkeeping services page explains where we fit in.
Is your year-end close on schedule?
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Book a no-obligation call โWhich documents do you need for an annual report in the Netherlands?
You need fully updated books plus support for every balance sheet item. Think of bank statements at year end, receivables and payables listings, the stock count, the fixed asset register, loan agreements and payroll journals. You also need last year’s annual accounts and the minutes of the previous general meeting.
Use this checklist as a starting point for your annual report in the Netherlands:
- Bank statements and balance confirmations at year end
- Open receivables and payables, with matched items
- Stock count or stock valuation at year end
- Fixed asset register with additions, disposals and depreciation
- Loan agreements, repayment schedules and interest statements
- Current account with the shareholder or holding, reconciled with the other party
- VAT returns for the full year, reconciled to the ledger
- Payroll journals and annual payroll statements
- Contracts with long-term commitments, such as rent and leases
- Prepaid expenses and accrued liabilities
- Information on events after the balance sheet date
- Last year’s accounts and adoption resolution
A smooth annual report in the Netherlands starts during the year. Foreign-owned BVs in particular benefit from monthly reporting to head office. Our financial reporting service keeps the figures close to year-end quality all year round.
What are common annual report mistakes?
The most common mistake is confusing the preparation deadline with the filing deadline. Preparation can be extended, filing cannot. Other mistakes are a missing adoption resolution, a wrongly assessed size class and a shareholder current account that does not reconcile.
- Mixing up preparation and filing. The 5-month extension applies to preparation. The final filing date stays 12 months after year end.
- No written extension resolution. An extension requires a resolution of the general meeting based on special circumstances. Put it in writing.
- Forgetting the 8 days in an owner-managed BV. Signing there also means adoption. Sign in June and the filing period starts straight away.
- Misjudging the size class. You test on two consecutive balance sheet dates and against two of the three criteria.
- Filing more than required. Small and micro BVs may file an abridged version. Anyone can request those documents from the KVK.
- Loose ends in the books. Unreconciled suspense accounts and VAT balances delay the whole process.
Late filing is also an offence. According to the KVK, you risk a fine or prosecution, and directors may become personally liable if the company goes bankrupt.
How does Oakhill help with your annual report in the Netherlands?
Oakhill makes sure your books are ready for year end and keeps the timeline under control from closing to filing. We reconcile balance sheet items, prepare the annual accounts and coordinate with your auditor when an audit is required. As a board, you know exactly what you sign and when.
Many SMEs and foreign-owned Dutch BVs rely on our controlling services for a structured year-end close with a clear file per balance sheet item. Need help with the tax side as well? Read our guide to Dutch corporate tax.
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Book a call and get a clear plan for your year-end close.
Book a no-obligation call โFrequently asked questions about the annual report in the Netherlands
Does a small Dutch BV need a management report?
No. Article 2:396(7) BW exempts small companies from the management report. The same applies to micro companies.
How long does the board have to prepare the annual accounts?
Five months after the end of the financial year. The general meeting can extend this by up to five months in special circumstances.
Can I get an extension for filing my annual accounts with the KVK?
No. There is no extension for filing. You file within 8 days of adoption and no later than 12 months after the end of the financial year.
When are the accounts of an owner-managed BV adopted?
If all shareholders are also directors, signing by all directors counts as adoption. The 8-day filing period starts from that moment.
Does my BV need an audit?
By law only if it is medium-sized or large. A bank or investor may still require a compilation, review or audit under contract.
Does a foreign parent company change the Dutch filing rules?
No. A Dutch BV files under Dutch rules regardless of who owns it. Exemptions can exist for group companies when the parent meets specific conditions, such as a liability statement and consolidated accounts.
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This article is general information and not tax or financial advice. Amounts and rules mentioned were checked in October 2026 and may change. For advice on your situation, contact Oakhill Financial Services.