The Article 403 declaration (403-verklaring) is the written declaration with which a consolidating parent company accepts joint and several liability for the debts of a group company. It is the core of the group exemption (groepsvrijstelling) in art. 2:403 BW: the subsidiary is thereby exempted from the preparation, publication, and audit requirements for its own annual accounts (jaarrekening). You file the 403-declaration (one-time), an annual statement of consent (instemmingsverklaring), and the consolidated annual accounts with the KvK.
Key data
For: a group company whose financial data is consolidated by a Dutch or EU/EEA legal entity.
Legal basis: Article 2:403 BW (Burgerlijk Wetboek Boek 2, Titel 9).
What you file with the KvK: the 403 declaration (one-off), the statement of consent (annual), and the consolidated annual accounts (jaarrekening).
Deadline consolidated annual accounts (jaarrekening): within 6 months after the balance sheet date (or 1 month after a permitted later disclosure).
Regulator: commercial register of the Kamer van Koophandel (KvK).
Format: SBR (XBRL instance) or the European iXBRL (XHTML), depending on the regime and reporting framework.
What is an Article 403 declaration (403-verklaring)?
A Article 403 declaration (403-verklaring) is the declaration with which the consolidating legal entity, usually the parent company, sets out its jointly and severally liable assumes liability for all debts arising from legal acts of the group company. This declaration of liability replaces the protection that creditors normally derive from the published annual accounts (jaarrekening) of the subsidiary.
The group exemption (groepsvrijstelling) Art. 2:403 BW is the regulation governing this liability statement. A group company that meets all conditions is exempt from the reporting requirements of Title 9, as well as from publishing and auditing its own annual accounts (jaarrekening). Instead, the subsidiary relies on the consolidated annual accounts of the parent company.
⚠ The exemption relieves the group company from the preparation, disclosure, and audit from her equity (eigen vermogen) annual accounts (jaarrekening). She takes the The administration obligation (administratieplicht) remains. The subsidiary must continue to maintain its records as usual; only its own annual accounts (jaarrekening) obligations are waived.
All conditions for the group exemption (groepsvrijstelling)
A group company can only apply the exemption of Art. 2:403 BW if all the following conditions have been met:
Consolidation. The financial data of the group company is consolidated by another Dutch or EU/EEA legal entity.
Written consent (instemmingsverklaring). The members or shareholders have agreed to the exemption in writing. This takes place every year: after the start of the financial year, but before the adoption of the annual accounts (jaarrekening) for that year.
Joint and several liability (403-verklaring). The consolidating legal entity has declared itself jointly and severally liable for the debts arising from the legal acts of the group company.
Consolidated annual accounts (jaarrekening). The consolidated annual accounts (jaarrekening), including the management report (bestuursverslag) and audit opinion (accountantsverklaring), are filed.
Filing of the declarations. Both the 403 declaration and the statement of consent (instemmingsverklaring) are filed in the trade register (handelsregister).
If one of these elements is missing, the exemption no longer applies and the group company is subject to the standard preparation, publication, and audit requirements for its own annual accounts (jaarrekening).
Exactly what you file with the KvK
The group exemption (groepsvrijstelling) does not lead to "filing nothing," but to a other set documents. The filing mechanism differs per document:
Document type | Frequency | Termin |
|---|---|---|
Article 403 declaration (403-verklaring) | One-time, remains valid until withdrawal | Continues until it is revoked |
Statement of consent (instemmingsverklaring) | Every year | Annually, before adoption of the annual accounts (jaarrekening) for that year |
Consolidated annual accounts (geconsolideerde jaarrekening) | Annually | Within 6 months after the balance sheet date (or 1 month after a permitted later disclosure) |
Article 403 declaration (403-verklaring): is filed once and remains in effect until it is withdrawn. You therefore do not file it again every year.
Statement of consent (instemmingsverklaring): is filed every year, because the written consent must be given per financial year before the adoption of those annual accounts (jaarrekening).
Consolidated annual accounts (geconsolideerde jaarrekening): is filed within 6 months after the balance sheet date, or within 1 month after a permitted later disclosure.
The group exemption (groepsvrijstelling) in SBR and iXBRL: digital filing
An Article 403 set is exactly the type of filing where standard templates get stuck: you are not filing the company-only annual accounts (enkelvoudige jaarrekening) of the subsidiary, but a consolidated annual accounts (geconsolideerde jaarrekening) plus separate declarations. That requires the right SBR entry point and the correct tagging.
The consolidated annual accounts (jaarrekening) follow the electronic filing rules applicable per size regime and financial year. Since financial year 2024, there has been a format choice: filing in SBR (XBRL instance) or in the European iXBRL (XHTML)If you report under IFRS or if the entity falls under CSRD, iXBRL is mandatory. For medium and large entities, an audit is also required. auditor's report (accountantsverklaring) are sent along via SBR Assurance.
⚠ Determine the applicable size regime and accounting standards (Dutch GAAP or IFRS) before you choose the format; this determines whether iXBRL is mandatory and which audit opinion (accountantsverklaring) is required.
Do you want to understand how the consolidated annual accounts (jaarrekening) of your group structure are converted into a valid iXBRL file? See how convert an annual accounts (jaarrekening) to XBRL works in practice.
Related topics
Consolidated annual accounts (jaarrekening): consolidation obligation and exemptions, when consolidation is mandatory and which exemptions exist alongside Art. 2:403.
Intermediate holding company exemption and consolidation under Art. 2:408 BW, a frequently confused regulation that only exempts from consolidation, not from the individual annual accounts (enkelvoudige jaarrekening).
Convert annual accounts (jaarrekening) to XBRL: digital filing via SBR or iXBRL, the practical process for digital filing with the KvK.
Frequently asked questions
What is an Article 403 declaration (403-verklaring)? An Article 403 declaration is the written statement by which a consolidating parent company accepts joint and several liability for all debts arising from the legal acts of a group company. It is the core of the group exemption (groepsvrijstelling) (Art. 2:403 BW): by filing this liability statement, the subsidiary can be exempted from the obligation to prepare, publish, and have its own annual accounts (jaarrekening) audited.
What is the difference between the 403 declaration (403-verklaring) and the statement of consent (instemmingsverklaring)? The Article 403 declaration (403-verklaring) is the liability statement (aansprakelijkstelling) of the parent company and is one-time filed; it remains in effect until withdrawal. The statement of consent (instemmingsverklaring) is the written consent of the members or shareholders to the exemption and must every year be issued again (before the adoption of the annual accounts (jaarrekening)) and be filed again.
Does the group exemption (groepsvrijstelling) exempt the subsidiary from all obligations? No. The exemption relieves the group company from the preparation, publication, and audit of its own annual accounts (jaarrekening). The administration obligation remains in effect: the subsidiary must continue to maintain its administration as usual.
Within what timeframe must the consolidated annual accounts (jaarrekening) be filed? Within 6 months after the balance sheet date, or within 1 month after a permitted later disclosure. This consolidated annual accounts (jaarrekening) replaces the subsidiary's own publication requirement and includes the management report (bestuursverslag) and the auditor's report (accountantsverklaring).
Is a foreign parent company allowed to handle the consolidation? The consolidation must be performed by a Dutch or EU/EEA legal entity (rechtspersoon)Whether a specific foreign structure qualifies depends on the exact legal form and seat; verify this against Art. 2:403 BW and the primary source.
In which format do I file the consolidated annual accounts (jaarrekening): SBR or iXBRL? Since financial year 2024, you may choose between SBR (XBRL instance) and the European iXBRL (XHTML). Do you report under IFRS or do you fall under CSRD, then is iXBRL mandatory The applicable size regime determines whether an audit opinion (SBR Assurance) must be included.
Doc2iXBRL for 403-filings
A 403-set requires the correct SBR entry point, the right tagging of the consolidated annual accounts (jaarrekening), and prior validation of all documents together. Doc2iXBRL maps out the documents, validates against the filing rule set (Arelle plus our own pre-filing checks), and keeps the reviewer in control, without guaranteeing a KvK outcome. Do you want to see how this works for your group structure?
Book a demoSources
Civil Code Book 2 (Burgerlijk Wetboek Boek 2), art. 2:403, wetten.overheid.nl: https://wetten.overheid.nl/BWBR0003045
Chamber of Commerce (KvK), filing annual accounts (jaarrekening): https://www.kvk.nl
SBR Nederland, standard business reporting: https://www.sbr-nl.nl
