The Netherlands


The Netherlands is a prosperous and open economy in which the government has successfully reduced its role since the 1980s. Industrial activity is predominantly in food processing, chemicals, petroleum refining, and electrical machinery. A highly mechanized agricultural sector employs no more than 4% of the labour force but provides large surpluses for the food-processing industry and for exports. The Dutch rank third worldwide in value of agricultural exports, behind the US and France. The Netherlands successfully addressed the issue of public finances and stagnating job growth long before its European partners. This has helped cushion the economy from a slowdown in the euro area. Strong 3.8% GDP growth in 1998 was followed by an only slightly lower 3.4% expansion in 1999. The outlook remains favorable, with real GDP growth in 2000 projected at 3.25%, along with a small budget surplus. The Dutch were among the first 11 EU countries establishing the euro currency zone on 1 January 1999.

1. What is an Annual Return?

An annual return is a snapshot of general information about a company’s directors, secretary (where one has been appointed), registered office address, shareholders and share capital.

Every company must deliver an annual return to Companies House at least once every 12 months. The company’s director(s) and the secretary (where applicable), are responsible for ensuring that they deliver the annual return to Companies House within 28 days after the anniversary of incorporation of a company or of the anniversary of the made-up date of the last annual return.

If you do not deliver the company’s annual return, the Registrar might assume that the company is no longer carrying on business or in operation and take steps to strike it from the register.

2. Do all companies have to keep accounting records?

Yes. Every company, whether or not they are trading, must keep accounting records. All companies must prepare accounts for their members and for filing at Companies House. For large companies, both sets of accounts are identical. Small and medium-sized companies may choose to comply with separate requirements for the accounts that the company must prepare for its members and those that it files at Companies House. There is a deadline for delivering acceptable accounts which comply with all relevant legal requirements to Companies House. If you miss the deadline Companies House will issue an automatic penalty without exception. In addition, Companies House may prosecute the Directors of a company for delivering their accounts late or not at all.

3. What period must the first accounts cover?

A company’s first accounts cover the period starting on the date of incorporation, not the first day of trading. They end on the accounting reference date or up to 7 days either side of that date.

4. Who is responsible for preparing Annual Accounts?

The directors of every company must prepare accounts for each financial year. These are called individual accounts. We can prepare and file these on your behalf as an additional chargeable service or as part of our accounts included ‘entrepreneur 3 year package’. We will write to you and request the information needed around 3 months before the due date, to prepare and allow plenty of time for filing and to avoid late filing penalties.

Generally, accounts must include:

  • a profit and loss account (or income and expenditure account if the company is not trading for profit);
  • a balance sheet signed by a director and includes the printed name of the director who signed the balance sheet on behalf of the board;
  • notes to the accounts; and
  • Group accounts (if appropriate).

And accounts must generally be accompanied by:

  • a directors’ report that shows the printed name of the approving secretary or director (with a business review if the company does not qualify as small);
  • an auditors’ report that includes the printed name of the registered auditor (unless the company is exempt from audit);

5. How long do I have to file my company’s first accounts?

If you are filing your company’s first accounts and those accounts cover a period of more than 12 months, you must deliver them to Companies House:

  • within 21 months of the date of incorporation for private companies, or
  • within 18 months of the date of incorporation for public companies, or
  • 3 months from the accounting reference date, whichever is longer.

The deadline for delivery to Companies House is calculated to the exact day.

For example, a private company incorporated on 1 January 2009 with an accounting reference date of 31 January has until midnight on 1 October 2010 (21 months from the date of incorporation) to deliver its accounts, not 31 October.

If your accounts do not meet the requirements Companies House will return them to the registered office for correction. It is crucial that you get your accounts to Companies House well before the filing deadline as you will not be given any extra time if they are rejected.

6. If my company does not trade does it still have to submit accounts?

Yes. All limited companies, whether they trade or not, must deliver accounts to Companies House. However, a limited company may claim exemption from audit as a ‘dormant company’ if it has not traded during a financial year, and provided it meets certain other criteria.

7. What if I deliver the accounts late?

Failure to deliver accounts on time is a criminal offence. In addition, the law imposes a civil penalty for late filing of accounts on the company. The amount of the penalty depends on how late the accounts arrive and whether the company is private or public at the date of the balance sheet.

8. What if my accounts are rejected?

If your accounts do not meet Companies House requirements Companies House will return them to you for correction. It is crucial that you get your accounts to Companies House well before the filing deadline as you will not be given any extra time if they are rejected. We will file on your behalf as an additional chargeable service or as part of the entrepreneur 3 year package – we will file them correctly first time.

9. Can I file the same accounts with Companies House and HMRC?

Companies House and HMRC have different filing deadlines and penalties for late filing. It is the directors’ responsibility to ensure that they know what the deadlines are.

10. Deadlines for filing your Company Tax Return with HMRC

You must file your company or organisation’s Company Tax Return – which includes a Company Tax Return form and other supporting documentation – within 12 months of the end of your company or organisation’s Corporation Tax accounting period. Your Company Tax Return filing deadline is known to HMRC as your ‘statutory filing date’.

If you file your return late your company or organisation will be charged an automatic penalty, even if it does not owe any Corporation Tax.

Please note: from 1 April 2011, you must submit your Company Tax Return to HMRC online for accounting periods ending after 31 March 2010. Additionally your tax computations and, with very few exceptions, the accounts that form part of your Company Tax Return, must be submitted in Inline eXtensible Business Reporting Language (iXBRL) format.

We will file the returns with HMRC (if applicable) on your behalf.