د کلني حسابونو برېښنايي ثبتول: د SBR قواعد، ضرب الاجلونه او استثناوې

Every Dutch B.V. and N.V. must file its annual accounts electronically with the commercial register of the Chamber of Commerce (KVK), within eight days of their adoption by the general meeting and in any event no later than twelve months after the end of the financial year (Article 2:394 of the Dutch Civil Code (BW)). The main exception: foreign companies that file their accounts in the form required in their home country, and certain issuers of securities, fall outside the electronic filing rules.

Late filing is not a formality. It is an economic offence under the Economic Offences Act (Wet op de economische delicten), and in a bankruptcy it counts as improper management under Article 2:248(2) BW. That creates a presumption that the improper management was an important cause of the bankruptcy, which shifts the burden of proof onto the directors in a personal liability claim.

د معیاري سوداګرۍ راپور ورکول (SBR) څه شی دی؟

SBR is the standardised electronic method the Dutch government uses to exchange financial data with the KVK and other authorities. Since financial year 2025, every legal entity, including large companies, must file its annual accounts digitally; small entities can still use the KVK’s free online service Zelf Deponeren Jaarrekening instead of buying SBR software.

SBR is based on a shared catalogue of data definitions, the Dutch Taxonomy. Because the data itself is standardised, the same figures can be exchanged with the KVK, the Belastingdienst and banks without being re-entered by hand. Filing through SBR software costs no KVK filing fee, although software and PKI certificate costs may apply.

Which rules apply to electronic filing?

The filing obligation itself follows from Article 2:394 BW. The electronic form is set out in the Decree on electronic filing in the commercial register (Besluit elektronische deponering handelsregister), which contains the detailed rules on format and channels.

The obligation was phased in by company size. Small entities had to file electronically from financial year 2016, medium-sized entities from financial year 2017. Large entities and their medium-sized subsidiaries were exempt until the Decree was amended in December 2024 (Bulletin of Acts and Decrees, Stb. 2024, 428); that exemption ended from financial year 2025.

ایا استثناوې شته؟

Yes, two. The electronic filing rules do not apply to legal entities and companies with a registered office outside the Netherlands that, under the Commercial Register Decree 2008 (Handelsregisterbesluit 2008), must file their financial documents with the KVK in the form required in their home country.

The second exception covers issuers as defined in Article 1:1 of the Financial Supervision Act (Wft), and subsidiaries of an issuer that are issuers themselves. An issuer is any party that issues, or intends to issue, securities; these entities report under the separate rules for listed companies supervised by the AFM.

د یو ډایرکټر په توګه باید څه وګورئ؟

The entity remains responsible for filing accounts that comply with the statutory requirements, and the director bears the risk if filing goes wrong. Filing in a form other than the prescribed one is an offence under the Economic Offences Act.

• Check the date of adoption by the general meeting and file within eight days of it.
• Check that the accounts are on file at the KVK no later than twelve months after the end of the financial year.
• Keep your own copy of the KVK filing confirmation; do not rely only on your accountant’s word.
• Check that the accounts give enough insight to assess the entity’s financial position, and include the auditor’s report where an audit is required under Article 2:393 BW.
• Check whether your company is small, medium-sized or large, because that determines what you must file.

An example to illustrate: a director assumes the accountant has filed the accounts and only checks the KVK record a year later, after the twelve-month deadline has passed. If the company goes bankrupt within three years, the trustee (curator) can rely on the late filing in a liability claim under Article 2:248 BW against that director personally.

What can we do for you with filing annual accounts?

زموږ کارپوریټ وکیلان help foreign and Dutch directors with the filing obligation and with correspondence from the KVK.

• We check whether your accounts were filed on time and in the correct form.
• We explain letters from the KVK about the electronic filing requirement in plain English.
• We assess whether your company falls under one of the two exceptions.
• We advise directors on their personal liability risk after a late filing.
• We defend directors against a liability claim by a trustee under Article 2:248 BW.

لنډیز

• خپل کلني حسابونه د منلو څخه د اتو ورځو دننه او د مالي کال له پای ته رسیدو څخه دولسو میاشتو وروسته ثبت کړئ.
• Filing must be done electronically; since financial year 2025 this applies to every legal entity, including large companies.
• Foreign entities that file accounts in their home-country form, and certain issuers under the Wft, are exempt.
• Late filing is an economic offence and counts as improper management if the company later goes bankrupt.

ډېرپېښې پوښتنې