Knowledge base
Cost of annual accounts for a BV and consequences of late filing
What are the consequences of filing late?
If you have a BV (the Dutch private limited company), you are legally required to file the annual accounts (jaarrekening) with the Chamber of Commerce (KVK) on time. You can read all about how that process works on our page about outsourcing the annual accounts of your BV. This page is about what happens when that deadline is missed: the legal consequences, the financial risks and how to prevent this in the future.
The standard filing deadline is thirteen months after the end of the financial year. For a BV whose financial year matches the calendar year, that means: filing no later than 31 January of the year following the financial year. If you miss that deadline, you are immediately in breach of Book 2 of the Dutch Civil Code.
Filing the annual accounts late is not merely an administrative shortcoming. It is an economic offence under the Dutch Economic Offences Act. That sounds serious, and it is: the Public Prosecution Service can bring charges. In practice, criminal prosecution is rarely pursued for a first offence, but the possibility exists and the consequences of repeated offences are serious.
The most far-reaching consequence is the risk of director's liability. If your BV goes bankrupt and the annual accounts were not filed (or filed late), the law assumes that the board has improperly performed its duties. The burden of proof is reversed: as a director, you have to demonstrate that the failure to file was not an important cause of the bankruptcy. In practice, that is a virtually impossible task. This means that as the director-major shareholder (DGA) you can be held personally liable for the deficit in the estate.
Fines, economic offences and director's liability explained further
There is a lot of confusion about whether there is a direct fine for filing the annual accounts late. The Chamber of Commerce itself does not impose a fine for a missed filing deadline. The sanction runs through civil law and criminal law. The Economic Offences Act qualifies failure to file the annual accounts as an economic offence. A fine can be imposed for this or, in serious cases, a prison sentence. The amount of the fine for not filing the annual accounts depends on the seriousness of the offence and any repeat offences; fixed amounts are not laid down in law for the criminal route.
Apart from the criminal side, there is civil liability. For many DGAs, that is the bigger risk. Article 2:248 of the Dutch Civil Code states that in the event of the bankruptcy of the BV, the board is liable for the entire deficit if the board manifestly performed its duties improperly in the three years preceding the bankruptcy. Filing the annual accounts late counts as a presumption of improper management. That presumption can only be rebutted if you can prove that the late filing was not also a cause of the bankruptcy. In practice, that rarely succeeds.
Besides the bankruptcy scenario, a creditor or shareholder can also hold a director liable outside bankruptcy if damage has been suffered due to the absence of the annual accounts. Insight into the financial position of your BV is a right of third parties; if that insight was missing because the accounts were not filed, your position is weak.
There is also a practical consequence: banks, potential buyers and large customers consult the KVK register. Missing or outdated annual accounts create distrust and can block a financing application or a partnership. You can read how to file the annual accounts correctly and what is involved on our page about filing the annual accounts with the KVK.
What does it cost to prepare and file the annual accounts if you outsource this? Read more about that on the page preparing annual accounts: costs and approach. Do you want to view previously filed annual accounts of your own BV or of another party? On the page viewing or requesting the annual accounts of a BV you can read how that works.
The conclusion is clear: failing to file the annual accounts is a punishable offence and, in the event of bankruptcy, almost automatically brings personal liability. The only reliable way to eliminate that risk is to make sure the annual accounts are always filed on time. At Nummerix, filing is a standard part of your fixed package. We prepare the annual accounts, submit them to you for approval and file them with the KVK before the statutory deadline expires.
FAQ
Frequently asked questions
Is filing the annual accounts late a punishable offence?
Yes. Failing to file the annual accounts, or filing them late, is an economic offence under the Dutch Economic Offences Act. The Public Prosecution Service can bring charges. For a first offence, criminal prosecution is rarely pursued in practice, but repeated offences carry serious risks.
How high is the fine for not filing the annual accounts?
The Chamber of Commerce itself does not impose a fixed fine. The sanction runs through the Economic Offences Act, under which the court can impose a fine or, in serious cases, a prison sentence. The amount depends on the seriousness of the offence and any repeat offences. Separately, late filing can lead to personal liability of the director for the entire deficit in the estate in the event of bankruptcy.
What are the consequences of filing late if my BV goes bankrupt?
In the event of bankruptcy, the law presumes that the board performed its duties improperly if the annual accounts were not filed on time. The burden of proof is reversed: as a DGA, you have to demonstrate that the late filing was not an important cause of the bankruptcy. In practice, that rarely succeeds, which means you can be held personally liable for the deficit in the estate.
What is the statutory deadline for filing the annual accounts?
The annual accounts must be filed with the Chamber of Commerce no later than thirteen months after the end of the financial year. For a BV whose financial year matches the calendar year (1 January to 31 December), that means: filing no later than 31 January of the year following the financial year. The shareholders have to adopt the annual accounts earlier; shorter deadlines apply for that.
Can I be held personally liable as a DGA for late filing?
Yes, that risk exists. Director's liability under article 2:248 of the Dutch Civil Code can be invoked if your BV goes bankrupt and the annual accounts were not filed on time. Outside bankruptcy, a creditor or shareholder can also hold you liable as a director if they have suffered damage due to the absence of the annual accounts. Filing on time is the only reliable way to avoid this risk.
How do I prevent my annual accounts from being filed late?
The most certain way is to place the responsibility with a specialised bookkeeping firm that actively monitors the filing deadline. At Nummerix, preparing and filing the annual accounts on time is a standard part of the fixed package for BVs. You receive the annual accounts for approval and we make sure filing takes place before the statutory deadline expires.
Questions about your own situation?
An intake call is free and without obligation. Prefer to know the price straight away? Request a quote.