Preparing and Filing Annual Accounts: What Are the Rules for the NV and BV?

Contents of the Annual Accounts

The annual accounts typically consist of the following:

• A balance sheet A financial method to show how a company is doing financially.
  » Meer over balance sheet balance sheet, including explanatory notes;
• A profit and loss account, including explanatory notes; and
• Consolidated accounts (if applicable, for groups of companies).

Preparation of Annual Accounts

The management board of an NV or BV must prepare the annual accounts within five months after the end of the company’s financial year. The GMS may extend this period once by up to five months in exceptional circumstances. Therefore, the maximum preparation period is ten months. For a financial year ending on December 31, the accounts must be prepared by May 31 or October 31 if extended.

The extension of the preparation period requires a shareholder resolution. It is crucial to observe the notice period for convening a GMS, which is eight days for a BV and fifteen days for a non-listed NV. Consequently, notices must be sent by May 23 for a BV and May 16 for a non-listed NV if the preparation deadline is May 31. Failure to provide timely notice generally invalidates the resolution to extend the preparation period.
Although one director may handle the actual preparation, the entire board remains collectively responsible. The accounts must be signed by all current board members and supervisory board members (if applicable). Signing indicates approval. If a signature is missing due to illness or another valid reason, this must be explained. A dissenting director may refuse to sign to disclaim liability.

Adoption of Annual Accounts

After preparation, the annual accounts must be adopted by the GMS. Adoption signifies approval of the prepared accounts, enabling profit distribution. Until the accounts are adopted, no profits may be distributed.

While the law does not specify a deadline for adoption, it requires non-adopted accounts to be filed within two months after the preparation deadline (five or ten months). For example, for a financial year aligned with the calendar year, the accounts must be adopted by July 31 or December 31 to ensure timely filing.

The GMS must be convened in accordance with statutory notice periods. For a BV, the meeting must be convened by July 23 (without extension) or December 23 (with extension). For a non-listed NV, the corresponding deadlines are July 16 and December 16.

The GMS is not obligated to adopt the accounts and may request the board to revise them. However, the GMS cannot amend the accounts independently.

Publication of Annual Accounts

The NV or BV must file the adopted annual accounts with the Trade Register of the Chamber of Commerce within eight days of adoption. For a financial year ending on December 31, the filing deadline is August 8 (without extension) or December 31 (with extension).

For companies where the shareholders are identical to the directors, the accounts are deemed adopted upon preparation and signing. In such cases, the accounts must be filed within eight days of preparation.

Consequences of Late Filing

Failure to file the annual accounts on time can have severe consequences:

1. Director Liability: If the company goes bankrupt, late filing establishes a presumption of “manifestly improper management,” rendering directors jointly and severally liable for company debts unless they can prove that other factors caused the bankruptcy.
2. Economic Offense: Late filing is considered an economic offense, punishable by a fine of up to €25,750.

The presumption of improper management applies for up to three years following the late filing. However, directors can avoid liability by demonstrating that the bankruptcy was caused by factors unrelated to their conduct.

Need Assistance?

If you have any questions about the preparation, adoption, or filing of annual accounts, the corporate team at AMS Advocaten is ready to assist. Please do not hesitate to reach out for expert advice.