Chamber of Commerce (wrongly) insists on Nov. 8

According to the Chamber of Commerce website, if all shareholders are also directors or supervisory directors of a B.V., the latest filing date has been reduced from 12 months to 10 months plus 8 days as a result of a change in the law. Thus, if the fiscal year is equal to the calendar year (which is usually the case), the latest filing date is November 8.

Misunderstanding

This view of the Chamber of Commerce is based on a misunderstanding. In itself it is correct that if all shareholders of a B.V. are also managing or supervisory directors, signing the annual accounts immediately leads to adoption of the annual accounts. It is also correct that within 8 days after adoption the annual accounts must be published. The legislator intended a simplification here, so that the shareholders who are also managing or supervisory directors and have already signed the financial statements as part of their preparation, do not have to go through the same exercise again for the adoption of the financial statements. However, the aforementioned interpretation of the Chamber of Commerce would mean that the legislator would also have unintentionally shortened the publication period in the sense that for these B.V.s, the general period of 12 months would no longer apply, but a shorter period.

No signing, no shortening of publication deadline

The fallacy that has crept in here is that a shortening of the publication deadline only applies if two requirements have been met, namely (1) if all shareholders are also managing or supervisory directors and (2) if they have signed the financial statements. This means that as long as both requirements are not met, there is no shortening of the publication deadline. Suppose the annual accounts have not been signed on November 9 of any financial year, then the requirements for shortening the publication term have not been met, so the general publication term of 12 months (still) applies. So there is nothing to worry about. Suppose that the financial statements are signed by the management board (which also holds all shares) on December 1 as part of the resolution to prepare the financial statements, then the statutory requirements are met, and then an 8-day period for publication of the financial statements starts because the financial statements are immediately adopted as a result of signing. Nowhere does the law require that the financial statements in such a case should have been published retroactively on November 8 of the year in question.