NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
• the independence of the supervisory board and of its directors and chair; and • the way the evaluation of the supervisory board, its committees and the individual directors has been carried out. 6.3 Companies Registry Filings Annual Accounts Non-listed companies The management boards of both non-listed BVs and NVs must publish their annual accounts and file them with the Dutch Trade Register, after which they will become publicly available. The management board must prepare the annual accounts and make them available for inspection by shareholders at the company’s offices within five months after the end of the financial year. The general meeting can extend this deadline by five months in exceptional circumstances. The general meeting has two months to adopt the annual accounts after the period for prepar - ing the annual accounts has expired. Within two months after that period has expired, the general meeting must adopt the annual accounts during a general meeting. See 6.1 Financial Reporting regarding the rele - vant filing deadlines and 5.3 Shareholder Meet- ings regarding the timing of holding general meetings. Dutch listed companies and large companies have to disclose complete financial statements. There are exemptions for medium, small and micro legal entities. Dutch listed companies Dutch listed companies whose securities are admitted to trading on a regulated market in the EU must make the annual accounts pub -
licly available and simultaneously file them with the AFM within four months after the end of the financial year. The general meeting has two months to adopt the annual accounts, which also need to be filed with the Dutch Trade Register within eight days after they are adopted. Please note that if the annual accounts have not been adopted within two months from the end of the period prescribed for preparation in accordance with the statutory requirements, the management board must immediately make the prepared annual accounts public. Semi-annual accounts are only mandatory for Dutch listed companies Issuing institutions whose securities are admit - ted to trading on a regulated market in the EU must publish and file semi-annual financial reports with the AFM, simultaneously, within three months after the end of the first six months of the financial year. This is in accordance with the Financial Supervision Act. The AFM can impose an order subject to penalty for non-compliance and an administrative fine when these accounts are not filed in time. Sanctions Not filing the annual accounts on time is an eco - nomic crime, as stated in the Dutch Economic Offences Act. The penalty for this can range between paying a fine and prosecution. Not filing the annual accounts on time can also be proof of mismanagement, which could lead to the management board being personally liable for debt when a company is declared bankrupt on the basis of manifestly improper management ( kennelijk onbehoorlijk bestuur ). See also 4.8 Consequences and Enforcement of Breach of
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