A Dutch BV run from abroad: the filings that get missed

Annual accounts

A BV must file its annual accounts with the KVK within 8 days of adopting them. Adoption has its own time limit, and the outer limit for filing is 12 months after the end of the financial year. If the accounts have not been adopted in time, the accounts as drawn up by the board are filed without adoption.

Filing late is an economic offence. It also matters if the company later fails: where the accounts were not filed on time, Dutch law treats the board as having managed the company improperly and presumes that this was an important cause of the bankruptcy. Each director is then liable for the shortfall unless they rebut that presumption. The presumption covers late filing in the three years before the bankruptcy, and a court can disregard an insignificant delay.

Board changes

An appointment or resignation is reported to the Business Register within a week. Until the register is updated, outsiders are entitled to rely on what it says, so a director who has left remains on record as able to bind the company.

The UBO register

Changes to the company's ultimate beneficial owners are reported within a week. A change to the board or the articles can alter who counts as a UBO, so the entry should be checked each time.

Incorrect entries can lead to fines. Banks consult the register as well, and the KVK warns that a bank may block an account when the UBO information is wrong.

Why it goes wrong

None of these filings is difficult. They are missed because nobody in the Netherlands owns them. The directors work in another country and another language, and each deadline starts from an internal event that the group's head office does not connect with a Dutch register.

Some of these filings can be made by an authorised representative whose registered power of attorney covers them, and the others can be prepared for a director's signature. A representative based in the Netherlands, working from a calendar of the company's year, closes the gap.