Home · Corporate law and governance · Giving a 403 declaration: what the authority checks
Nobody approves a 403 declaration. The trade register accepts the deposit; it does not test whether the conditions are met. That is the whole point of understanding the mechanism: the check happens later, brought by a creditor, and by then the group has been operating on an assumption for years.
Under article 2:403 a group company is released from preparing and publishing its own annual accounts under Title 9, if a set of conditions is satisfied together. The central two are a written declaration by the parent accepting joint and several liability for debts arising from the subsidiary's legal acts, deposited with the trade register, and a written consent statement from the members or shareholders of the subsidiary, renewed annually.
The exchange is direct: the subsidiary stops publishing, the parent accepts liability to the subsidiary's creditors. A group that treats the declaration as an administrative simplification has understood only one half of it.
Four failure points recur, and each is what a creditor's adviser looks for first.
The consent statement is not renewed. It is annual. A file with the liability declaration deposited in 2019 and no consent statement since 2021 is not compliant, and the exemption falls away for the years it was missing.
The financial data is not consolidated by the parent. The subsidiary's figures have to be included in consolidated accounts to which the exemption route attaches. A subsidiary excluded from consolidation cannot rely on the route.
The wrong entity gives the declaration. It must be a group company within the meaning of article 2:24b, and in chains with intermediate holdings outside the Netherlands this is not always the entity that signed.
The declaration is confused with the consolidation exemption. Article 2:408 exempts an intermediate holding from consolidating; article 2:403 exempts a subsidiary from publishing. Different provisions, different conditions, different consequences. Files that cite one and rely on the other are common.
Withdrawal is by depositing a statement of withdrawal, under article 2:404(1), and it operates prospectively. Liability for debts arising from legal acts performed before the withdrawal became opposable to the creditor remains. There is a further step for terminating that residual liability, and a creditor may demand security for claims still covered.
The practical consequence for a sale: withdrawal before closing does not clean the parent's exposure for the period the declaration was in force. Buyers ask about it; sellers who withdrew a month before signing sometimes think they have.
| Who checks | When | What |
|---|---|---|
| Trade register | On deposit | Formal receipt only |
| Auditor | Annually | Whether the exemption conditions are satisfied for the reporting period |
| Creditor | On default | Every condition, retrospectively, across every year relied on |
| Buyer's adviser | In diligence | Continuity of consent statements and the withdrawal position |
The register's acceptance is not evidence of anything. Treat the annual auditor check as the real one, and keep the file as if a creditor will read it, because that is the reader it is written for.
Last legal review: 2026-08-27. General information at that date, not advice on your situation. Nolthenius & Partners is not a firm of advocaten; where a matter requires representation before the district court, the court of appeal or the Supreme Court, it is conducted with Dutch-qualified counsel of record.