September 30, 2022

Adoption of annual accounts private company



After the end of each financial year, a private limited company must prepare financial statements and have them adopted by the general meeting of shareholders of the private limited company.

The preparation of the annual accounts should be done within 5 months by the management of the company. This period can be extended by 5 months, the extension must be approved by the general meeting of the BV. Under the new legislation, the annual accounts must be adopted and filed with the Chamber of Commerce no later than 12 months after the end of the financial year.

A resolution of the general meeting can be passed at a meeting or outside a meeting by means of a written document. The BV’s articles of association prescribe the conditions the resolution to adopt must meet and the procedure to be followed in doing so.

In the resolution of adoption, you can include and grant discharge to the board for the policy they have pursued. Granting discharge is nothing more than discharge from the company to the director for any liabilities of the company towards the dismissed director. Note the discharge does not work in case external parties want to sue the director.

Discharge is also in principle limited to data from the financial statements or information otherwise disclosed to the general meeting of the private limited company.

The discharge may extend to cases where the director has seriously harmed or even deliberately harmed the company, deception and fraud are not included.

If all the shareholders are also the directors of the BV, then the signing of the financial statements by all the directors (and/or supervisory directors) also counts as the adoption of the BV’s financial statements and the discharge of the management board and therefore you do not have to hold a general meeting to adopt the financial statements.

When making the resolution to adopt in a “real” general meeting, all persons entitled to attend the meeting must be present, including the managing director. In the case of a resolution outside a meeting, the persons entitled to attend the meeting can sign the resolution themselves.

In and resolution of adoption, you should also decide on the allocation of profits or losses. In case of loss, you can charge it to the (other) reserves in case of profit, you can distribute it or also add it to the other (profit) reserves.

If the financial statements are drawn up in a language other than Dutch, then you should also include this in the resolution of adoption and have it approved by the general meeting.

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