# What changed: the 403 declaration and residual liability
A parent that withdraws a 403-declaration does not walk away from a subsidiary's existing debts on the day of withdrawal. Under the applicable Dutch rules, a winding-down period of liability continues to run, and the exact scope of that residual exposure is the part of the mechanism currently under revision. Anyone holding or relying on a 403-declaration needs to check the current position before treating withdrawal as a clean break.
Why this arises here
Groups use the 403-declaration to let a subsidiary skip its own statutory annual accounts, because corporate law and governance in the Netherlands allows a parent to substitute its own consolidated accounts and accept joint and several liability instead of the subsidiary filing separately. That trade only holds together if the liability side is stable. Among the changes tracked across Dutch corporate law, this is one that concerns liability specifically, not the accounts exemption itself, and it matters because a parent stepping back out of the arrangement is exactly the moment residual exposure is tested.
The mechanics in short
The 403-declaration is filed at the trade register and lets the subsidiary rely on the parent's consolidated accounts instead of preparing its own. Under the applicable Dutch rules, the parent accepts joint and several liability for debts arising from the subsidiary's legal acts for as long as the declaration remains in force. Withdrawal is filed at the same register and opens an objection period for creditors, running under the applicable rules rather than a fixed period stated here without a confirmed source.
What has not changed is the requirement to file both the declaration and its withdrawal, and the requirement to give creditors a chance to object before withdrawal takes effect. What is currently under revision is the scope of what counts as an existing debt once withdrawal has taken effect: specifically, whether residual liability covers only acts completed before the notice, or extends to acts arising from a legal relationship already in place at that moment. Treat any account of that boundary found elsewhere as provisional until the registry confirms it.
What this changes for a structure you are monitoring
If you hold a position in, lend to, or supply a subsidiary covered by a 403-declaration, a parent's withdrawal does not automatically end the parent's exposure to your claim. The point to watch is the date the withdrawal notice was filed against the date your own claim arose, not the date you happened to learn of the withdrawal. The filing itself is public; the practical exposure it leaves behind is not always obvious from the filing alone.
This also interacts with how annual accounts are handled once the exemption falls away: a subsidiary that loses its exemption resumes filing its own accounts, and that resumption is a distinct exposure for the board, separate from the parent's residual liability to creditors.
What to check now
If you rely on a 403-declaration, or hold a claim against a subsidiary covered by one:
- confirm whether a withdrawal notice has been filed against the parent or the subsidiary you are dealing with, and on what date;
- treat any stated objection period as provisional and verify it against the current filing rather than an older secondary summary;
- check whether your own claim predates or postdates the notice, since that is what decides whether residual liability reaches it;
- where the counterparty structure also involves other changes, cross-check against how valuation dates are set when a shareholding is bought out and, on the transaction side, against the notary's gatekeeper duties, since a withdrawal often coincides with a wider restructuring.
What is settled and what is under revision
| Element | Status | Where it stands |
|---|---|---|
| Filing duty for the declaration | Settled | Filed at the trade register, publicly visible |
| Filing duty for withdrawal | Settled | Filed at the same register, publicly visible |
| Objection period for creditors | Under the applicable rules | Period exists; length not confirmed here |
| Scope of residual liability after withdrawal | Under revision | Direction of travel only; check the current position before relying on it |
| Effect on the subsidiary's own filing duty | Settled | Exemption ends, subsidiary resumes its own annual accounts |
Related reading
For a wider group structure that includes entities outside the Netherlands, the entities and filings against them can be set out in a group map covering a Czech parent or subsidiary, which is one way to keep track of where a 403-declaration sits inside a larger chain. On the board side, the exposure that follows once an exemption ends and a subsidiary resumes its own filing is covered separately in the material on late filing of annual accounts after an exemption ends.
What this does not cover
- It does not state the length of the objection period or any other period tied to withdrawal; those figures are not confirmed in the registry as at this review and are omitted rather than estimated.
- It does not cover the accounts exemption itself, only what happens to liability once a declaration already in force is withdrawn.
- It does not cover liability arising from anything other than the subsidiary's legal acts, such as tortious claims or statutory director liability.
- It does not cover how a dispute over residual liability would be litigated before a Dutch court; that is a separate procedural question.
- It does not extend to non-Dutch group entities; the 403-declaration is a feature of Dutch law with no direct equivalent recognised automatically outside the Netherlands.
Questions
Does withdrawing a 403-declaration end the parent's liability immediately?
No. Under the applicable Dutch rules, withdrawal ends liability for legal acts entered into after the notice takes effect, but liability for debts that already existed continues until they are settled or become time-barred.
Where can I check whether a 403-declaration has been withdrawn?
The filing and any withdrawal are both recorded at the trade register. A creditor or counterparty with a legitimate interest can check the current filing directly, rather than relying on a stated date from a third party.
Sanne de Wit works on structures, holding and tax questions, including the 403-declaration and the exposure it leaves behind once withdrawn.
A group structure that relies on a 403-declaration is one input into a wider corporate practice picture. Where the current filing position needs to be confirmed rather than summarised, that sits inside a structure report, which sets out the entities in a chain and the filings recorded against each of them.
Last legal review: 2026-09-15