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Accounting and audit

Accounting and audit

A company is required to maintain accounting records that are sufficiently adequate to determine the financial position of the company at any time. There are various regulations, including civil and tax regulations, stipulating the period for which the records should be retained. As a general rule, the records must be kept for a period of seven years.

Accounting requirements

A company is required to maintain accounting records that are sufficiently adequate to determine the financial position of the company at any time. There are various regulations, including civil and tax regulations, stipulating the period for which the records should be retained. As a general rule, the records must be kept for a period of seven years.

With regard to the location of where the accounting records are kept, there are no special regulations. The accounting can be done in any country (although for tax residency purposes, in certain situations accounting should take place in the Netherlands), but the records must be made available within a reasonable time upon request. A company may decide not to keep records in euros, but to maintain its own functional currency. The same applies to the financial statements. In principle, all companies residing in the Netherlands must prepare annual financial statements, which are then adopted by the shareholders of the company. Subsequently, the financial statements are published, most often by filing them with the Chamber of Commerce. If a foreign company only has a branch in the Netherlands, it normally suffices to file a copy of the annual financial statements filed in its home country.

It is not necessary for a company to prepare and file the annual report in Dutch. Preparation of the annual report in for example the English, German or French language is also allowed.

The annual report

Size of the company

For all companies, except those applying the International Financial Reporting Standards (IFRS) as endorsed by the EU in the preparation of their financial statements, the requirements to prepare and file annual reports and the requirement for an audit are determined, inter alia, by the size of that company. Companies are classified as ‘micro’, ‘small’, ‘medium-sized’ or ‘large’ on the basis of three criteria, being total assets, net turnover and the average number of employees during the financial year. These criteria are evaluated on a consolidated basis, unless the company qualifies for a consolidation exemption (further details provided further on). The criteria are listed in the table below.

  Micro-sized company Small company Medium-sized company Large company
Net turnover (in EUR millions) < 0.7 > 0.7 and < 12 > 12 and < 40 > 40
Total assets (in EUR millions) < 0.35 > 0.35 and < 6 > 6 and < 20 > 20
Employees < 10 > 10 and < 50 > 50 and < 250 > 250

A company will be classified as micro, small, medium-sized or large when it satisfies at least two out of the three criteria for that size for two consecutive years (or the first year for newly formed companies). Please note that the reliefs of the micro, small and medium-sized regimes cannot be used by companies applying IFRS in the preparation of their financial statements, as these automatically fall under the large company regime.

Content of the annual report

In general, the annual report contains the following documents:

  • A directors’ report presenting a fair view of the financial position, results, risks and future plans of the company.
  • Financial statements comprising (I) a balance sheet, (II) a profit and loss account, (III) a cash flow statement, and (IV) notes to the balance sheet and profit and loss account.
  • Other information, including the auditor’s report.

The auditor’s report must include, among other things, the following points: (a) whether the financial statements have been prepared, in all material respects, in accordance with the applicable accounting principles and provide a true and fair view of the financial position and result for the year, (b) whether the directors’ report meets the legal requirements, is consistent with the financial statements and does not contain material inaccuracies; and (c) whether the other information has been provided. In the auditor’s report for so-called OOBs (Public Interest Entities), the auditor also needs to include information on materiality, group scoping and key audit matters in the opinion for these companies.

Micro-sized and small companies do not have to include a directors’ report and have no audit requirement. They may file an abbreviated balance sheet and, for small companies only, explanatory notes with the Chamber of Commerce. Notwithstanding the general requirements, a micro-sized or small company may at its discretion prepare financial statements based on tax accounting principles. As a result, the equity and the profit according to the financial statements are equal to the equity and profit according to the corporate tax return. This facility was introduced in Dutch law in order to reduce the administrative burden for small entities.

A medium-sized company must be audited, but is permitted to file an abbreviated profit and loss account as part of the financial statements and is exempt from including certain notes to the balance sheet.

Basis of preparation of the financial statements

The principal requirement for financial statements is that they must be prepared in accordance with generally accepted accounting principles (GAAP) and provide a true and fair view enabling a well-founded opinion of the entity’s assets, liabilities and results and, as far as the financial statements permit, of its solvency and liquidity.

The financial statements can be prepared either under Dutch GAAP or IFRS. IFRS is required for the consolidated financial statements of listed companies. In the past the Dutch Accounting Standards Board (DASB) amended and updated many of its Dutch Accounting Standards to align them to IFRS. However,  many differences remain between Dutch GAAP and IFRS. A standard in which IFRS fundamentally differs from Dutch GAAP is, for example, employee benefits. To overcome the major differences, the DASB has allowed the use of standards from other GAAPs in Dutch GAAP financial statements. Such facilities exist for:

  • IFRS 9 ‘Financial instruments’ in respect of the expected credit loss model for impairment of financial assets;
  • IFRS 15 ‘Revenue from contracts with customers’ in respect of revenue accounting;
  • IFRS 16 ‘Leases’ in respect of lease accounting;
  • IAS 19 ‘Employee benefits’ in respect of pension accounting; and
  • US GAAP topics and subtopics dealing with pension accounting.

Consolidation

The important issue of group financial statements is one that affects most foreign investors in the Netherlands, particularly in cases where a Dutch company is being used as an intermediate holding company in the group structure. While, as a general rule, a company with subsidiaries must prepare consolidated financial statements, there are significant exemptions available.

Small and micro-sized companies in the Netherlands are exempt from preparing and filing consolidated financial statements. If the (intermediate) holding company meets the small company criteria on a consolidated basis, there is no need to prepare and file consolidated accounts (Article 2:407 section 2 of the Dutch Civil Code). Moreover, intermediate holding companies that do not meet the small company criteria on a consolidated basis, may be exempt from preparing consolidated financial statements when applying Article 2:408 of the Dutch Civil Code. When applying this exemption, the company can apply the size criteria only to its company accounts, due to which it will generally fall under the regime for small companies.

It is very important that the intermediate holding meets all the conditions stipulated in Article 2:408 of the Dutch Civil Code in order to be able to use this exemption. Some of these conditions are that the financial information which the company should otherwise consolidate has been included in the financial statements of its (ultimate) parent company and that these financial statements have been prepared in accordance with the provisions of EU legislation or on a similar basis, and have been filed with the Chamber of Commerce within the allowed timeframe, accompanied by a directors’ report and auditor’s report.

Timetable

The timetable below shows the timeframes and possible extensions relating to the financial statements process. Please note that this does not apply to listed companies. For those companies, the financial statements must be prepared and made generally available within four months after year-end. They must be adopted within six months after year-end.

Required action Time frame Possible extension
Maintaining accounting records On-going during the year  
Preparation of financial statements  5 months after year-end Up to 5 months (making the maximum preparation time 10 months after yearend)
Adoption of the financial statements by the general meeting Within 2 months of the date of preparation If the above extension is applied, adoption should take place ultimately 12 months after year-end
Filing of the financial statements Within 8 days of adoption, but in no event later than two months after the date of preparation (whether the financial statements have been adopted or not) If the above extension is applied, filing should take place ultimately 12 months after year-end

Penalties for non-compliance

In the event that the statutory requirements for preparing and filing financial statements have not been met, this will constitute an economic offence on the part of the directors. 

Non-compliance with the statutory requirements could have significant repercussions if the company goes bankrupt. Where the statutory requirements for preparing and filing financial statements have not been met, and the company goes into liquidation, the directors will be deemed not to have properly fulfilled their fiduciary duties and could be held personally liable for any deficit upon liquidation.

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