Annual accounts have to be filed earlier

The deadline to produce annual accounts is reduced by one month. This article set outs the exact filing requirements and consequences if the annual accounts are not filed timely.

Current situation

The current period for the board to produce (draft and sign) the annual accounts is 4 months for listed companies, 5 months for private limited companies and unlisted public companies, and 6 months for (commercial) foundations and associations, cooperatives, and mutual insurance associations. This period starts after the end of the financial year. The period can be extended with 6 months for private limited companies and unlisted public companies. The extension period is 5 months for (commercial) foundations and associations, cooperatives and mutual insurance associations.

The annual accounts must be adopted by the general meeting of shareholders (ava) within two months after producing. Thereafter the annual accounts have to be filed with the chamber of commerce within 8 days. If all shareholders are also directors, the annual accounts are considered to be adopted if all directors sign the annual accounts, which results in an ultimate filing period of 11 months and 8 days. However, the articles of associations can exclude the applicability of this legislation. The ultimate filing date is 13 months after the financial year ended. If the general meeting of shareholders has not adopted the annual accounts within 2 months after production, a draft of the annual accounts has to be filed.

Changes which apply to annual accounts for 2016 and in the future

The extension of the deadline to produce the annual accounts is reduced by 1 month. Therefore, if shareholders of a private limited company are also the directors (and the articles of associations do not exclude the legislation) the annual accounts must be filed within 10 months and 8 days after the end of the financial year. The ultimate filing deadline is therefore also changed from 13 months to 12 months. The legislation applies to financial years starting on or after January 1, 2016. The current filing period of 13 months still applies to the financial year of 2015.

Consequences – personal liability director

In case of bankruptcy, a director can be held liable for the amount that cannot be recovered by the liquidation of the assets. The bankruptcy trustee can hold the director liable if the director acted negligent, which can be based on annual accounts not being filed on time.

Dutch law recognizes two more presumptions that apply if a director does not file the annual accounts on time. These presumptions, often relied upon by bankruptcy trustees, are: 1) the presence of apparent negligence; and 2) the fact that this negligence is a significant cause of the bankruptcy. Last but not least: non-compliance is deemed an economic offense.

Summarized

In order to avoid the risks of non-compliance, it is important to be aware of the alterations imposed by the legislation.

Deadlines filing annual accounts B.V.’s