Transparency and reporting

A Dutch company's reporting perimeter is assembled from several regimes at once. The statutory management report and annual accounts are governed by Title 9 of Book 2 DCC. Sustainability reporting is subject to the applicable Dutch and EU framework, including the CSRD. Code-relevant companies add a corporate governance statement, and listed companies add a remuneration report and remuneration policy, country-by-country reporting where it applies, and the AFM disclosures arising under the transparency regime and the rules on inside information.

The more difficult questions in this area are rarely about completing a prescribed template. They concern how a sensitive item is disclosed without creating further exposure, and how disclosures made over successive years remain consistent and defensible when read together. A disclosure that is accurate in isolation but inconsistent with what the company said the year before is the one that attracts attention, which is why the drafting of the sensitive sections belongs with the same people each year.

Every Dutch BV and NV must prepare, adopt and publish annual accounts. For a company without securities admitted to a regulated market, the board prepares them within five months of the financial year end, extendable by up to five months by the general meeting on special grounds, the general meeting then adopts them, and publication with the trade register must follow within eight days of adoption and in any event within twelve months of the year end. The content required depends on the size regime, micro, small, medium-sized or large, and smaller companies file substantially abbreviated accounts.

The reason to treat this as a board-level control rather than an accounting task is article 2:248 DCC. Failure to publish on time establishes improper performance irrebuttably in a subsequent bankruptcy, unless the default is insignificant, and gives rise to a presumption that it was an important cause of that bankruptcy. Alongside it, the statutory obligation to keep proper administration carries the same consequence. Compliance with these two obligations is therefore an important board-level control in relation to personal liability.

Sustainability reporting under the CSRD has been substantially narrowed. The EU Omnibus I package raised the scope thresholds considerably, so that CSRD reporting broadly applies only to large companies, with corresponding rules for non-EU groups with EU operations, and it revised the assurance and value-chain provisions. The related due diligence regime under the CSDDD applies only to the very largest companies.

Omnibus I has deleted the obligation in the CSDDD to adopt a climate transition plan, so transition plans matter mainly for disclosure under the CSRD. Where CSRD reporting applies, transition planning may be relevant to the sustainability information disclosed. The applicable CSRD reporting requirements must be assessed against the current legal framework.

The amendments carry their own transposition deadlines. Those deadlines set the outer limit for national implementation rather than the date on which a Dutch company's obligations change, and transposition into Dutch law follows its own timetable.

What a Dutch company must report depends on the state of Dutch implementation, the existing provisions of Book 2 DCC and the directly applicable European framework. The practical consequence for a company assessing what it must report for a given financial year is that the answer is determined by that combination and should be established rather than assumed, and companies below the thresholds increasingly face equivalent information requests from customers within scope, from lenders and from investors, so the underlying data collection is rarely wasted.

Registration of ultimate beneficial owners under the Handelsregisterwet continues to apply to Dutch legal entities. Following a ruling of the Court of Justice, general public access to the register ended. Access is limited to certain parties, including competent authorities and institutions subject to the Wwft, for the purposes of their own customer due diligence.

The registration obligation itself is unaffected by the position on access, and it remains a practical gate in transactions. Notaries and financial institutions verify UBO registration as part of their own customer due diligence, and an incomplete or out-of-date registration delays closings. Where a structure has changed, or where indirect holdings make the identification of the ultimate beneficial owner a matter of analysis rather than of record, the position is best settled well before a signing date depends on it.