The Dutch Chambers of Commerce is the organization in the Netherlands where your company needs to be registered if you have a business in the Netherlands. You have a business in the Netherlands when you either have a Dutch legal entity such as a BV company or when your foreign company has a permanent establishment in the Netherlands. Publication obligation BV.
Eenmanszaak (one man company) and the partnership (VOF or silent partner CV) are also registered with the Chambers of Commerce but have no publication obligation.
Which companies need to publish at the Chambers of Commerce?
The Dutch BV company, NV company and the cooperation need to publish. Even though I mentioned above that a partnership such as the VOF or CV does not need to publish their annual report, they are required to publish the annual report when all the managing partners are foreign investors.
Foundations and societies or associations (stichtingen en verenigingen) that have in two consecutive years at least 4.4 mln euro turnover, need to publish as well. So called ANBI’s have a publication obligation regardless of the turnover.
Registrations of foreign companies, so called branch office or representative office registrations are only required to publish their annual report when in the home country of this organization has a similar obligation. The home country publication format is to be used.
A formal foreign company needs to publish their annual report regardless of the rules in the home country. The Dutch publication format is the standard. A so called formal foreign company is a company that is set up under foreign rules, but basically has no activity in that country. For instance, a UK Ltd or a Delaware Inc are incorporated, but the company has no presence or activity in either the UK or Delaware. The company is then a formal foreign company. The reason for such a setup can be that the incorporating persons or entities cannot pass the requirements of the Dutch incorporation. In the past that was to avoid the EUR 18.000 minimum share capital. Today that minimum is EUR 0,01. That cannot be the hurdle. However, if your company has gone bankrupt during the past 8 years, which can be likely in the past crisis, you have issues incorporation a new BV company. These issues might not exist in the UK or Delaware.
Why do companies need to publish their annual report?
Article 394 of book 2 of the civil code or civil law determines that legal entities such as mentioned above need to file the public part of their annual report with the Dutch Chambers of Commerce. The annual report needs to have been drawn within a max period of 5 months time from the end of the book year. Then the shareholders have a max period of 6 months time to agree with the annual report. The time for publication granted is max 2 months, which implies the publication report needs to have been published within 13 months after the book years has finished.
What is being published of the annual report?
Depending on the size of the company rules are set. Large companies need to have their annual reported audited. Smaller companies:
- with less than a six million in assets on the balance and or
- less than 12 million turnover and or
- less than 50 employees
have no such obligation. The base minimum is then a statement of the board of directors that the annual report of the concerning year has been accepted by the shareholders meeting. Which year it concerns and that the rules of the civil code have been taken into account. The balance is published and the requirements on basis of which the balance was drawn are published.
What is the penalty for not publishing?
Not publishing in time is a so called economic offence. The maximum penalty is EUR 19.500. However, the Dutch Chambers of Commerce will start with a EUR 900 penalty.
Maybe more important is that when the publication report has not been published in time, in case of a bankruptcy of the legal entity, the board of directors is aught to be at fault. When the board of directors are held liable, they are each held liable for the full amount of the debt, and they are held personally liable.
Finally not filing the publication report in time has an impact on the credit ratings of the company.
Orange Tax Services
Our aim is to have your annual report already finished or nearly finished in January, the month following the end of the book year. The reason is that in January is filed the wage tax return. The salary of the managing director needs to meet some minimum requirements or maybe the salary needs to be maximized under the 30% ruling. This can only be done when the result of the book year is known.
Consequently in February or March the publication report can be filed, which is the basis of the corporate income tax return with a June 1 deadline. This deadline can then be met. If done so, your company is on top of its obligations by June 1st.