On 1 January 2016, the term within which the annual accounts must be published was reduced again. This time, the amendment applies as of the 2016 financial year, for all companies. So what were the rules again, and what has changed on 1 January 2016?
On 5 April 2013, we reported that, with the implementation of the Dutch Private Company Law (Simplification and Flexibilization) Act (Wet vereenvoudiging en flexibilisering BV-recht) on 1 October 2012, the term within which private companies with limited liability have to publish their annual accounts if all the shareholders are also directors or supervisory directors has been reduced.
On 1 January 2016, the term within which the annual accounts must be published was reduced again. This time, the amendment applies as of the 2016 financial year, for all companies. So what were the rules again, and what has changed on 1 January 2016?
Annual accounts must be drawn up, adopted and published.
For all financial years before 2016, the rules that applied before 1 January 2016 will continue to apply. These rules are as follows: The annual accounts of a private company with limited liability or public limited company must be drawn up within five months of the end of a financial year. In the event of extraordinary circumstances, the general meeting of shareholders may grant the board an extension of up to 6 months. From the time the annual accounts are drawn up, the general meeting of shareholders has 2 months to adopt the annual accounts. The annual accounts must be published within 8 days of being adopted (note: if the general meeting of shareholders has granted the board the maximum extension of 6 months, the annual accounts must be published within 13 months of the end of a financial year). This means that, for all the financial years after 2016, the annual accounts must be published within 13 months of the end of the relevant financial year.
As we reported on 5 April 2013, as of 1 October 2012, the directors’ signature of the drawn-up annual accounts of private companies with limited liability also serves to adopt the annual accounts if all the shareholders are also directors or supervisory directors. This means that, as of 10 October 2012, the 2-month term within which the annual accounts must be adopted no longer applies. As a result, the maximum term within which the annual accounts must be published became 11 months + 8 days.
As of 1 January 2016, the extension term for drawing up the annual accounts of a private company with limited liability or public limited company was reduced by one month. Where the general meeting used to be authorised to grant the board a 6-month extension, this term is now 5 months. This means that annual accounts published after the 2016 financial year must be published within 12 months of the end of the relevant financial year.
For private companies with limited liability of which all the shareholders are also directors or supervisory directors, this reduction of the extension term means that, as of the 2016 financial year, the maximum term for publishing the annual accounts has changed to 10 months + 8 days.
Make sure to publish your annual accounts in time, as exceeding the term is an economic offence and may result in directors’ and officers’ liability.
If you have a question about this subject, you can contact our office, +31 10.
