Giving and withdrawing a 403 declaration: court fees, official charges and what drives the cost
You are here because a Dutch subsidiary in your group either needs, or currently holds, a 403-verklaring (403 declaration) exempting it from filing its own statutory accounts, and you are deciding whether to give one, withdraw one, or check whether one already on file still matches your group's structure. This page sets out the steps, who acts at each one, and the charges that apply. It carries no legal service price, because none belongs on a page like this.
The situations that bring people to this instrument
Three situations recur. A Dutch subsidiary is preparing its own accounts and the group wants to use the exemption instead, so the parent needs to give a declaration before the filing deadline for that financial year arrives. A subsidiary is being sold, refinanced or wound down, and the parent wants to withdraw a declaration so its liability for the subsidiary's future debts stops running. A new parent has taken over a Dutch group and inherited a declaration given by a predecessor, and wants to know whether it is still in force and what withdrawing it would involve.
This sits within corporate law and governance, not within accounting practice, and the decision usually sits alongside a wider structure question. Where that wider question is live, our corporate law practice covers it directly.
The route, step by step
| Step | Action | Who acts |
|---|---|---|
| 1 | Board resolution to give, or to withdraw, the declaration | The parent company's board |
| 2 | Confirmation that the subsidiary's figures are, or will be, included in the parent's consolidated accounts | Parent and subsidiary finance functions jointly |
| 3 | Drafting the declaration text, or the withdrawal notice | Legal drafting support, working from the board resolution |
| 4 | Filing at the Dutch Trade Register (Kamer van Koophandel, Chamber of Commerce) | A person authorised to file on the parent's behalf, often via a civil-law notary |
| 5 | Notice period, during which creditors of the subsidiary may object to a withdrawal | The Trade Register administers it; creditors act, or do not |
| 6 | Registration confirmed and the subsidiary's own filing obligation is updated accordingly | The Trade Register, followed by the subsidiary's company secretarial function |
Giving a declaration compared with withdrawing one
| Aspect | Giving a declaration | Withdrawing a declaration |
|---|---|---|
| Trigger | The subsidiary wants the exemption instead of filing its own accounts | The parent no longer wants to stand behind the subsidiary's debts |
| What is filed | The declaration itself, alongside the parent's consolidated accounts | A written notice of withdrawal |
| Effect on liability | The parent becomes liable, under the applicable Dutch rules, for debts arising from the subsidiary's legal acts from the moment the declaration takes effect | Liability for debts arising before withdrawal takes effect generally continues; the exact cut-off is fact-specific and turns on when each debt arose |
| Who is affected | The subsidiary's counterparties, on request | The subsidiary's creditors, who have a right to object during the period the applicable Dutch rules allow |
What the timeline actually looks like, in weeks
Giving a declaration usually moves from board resolution to registration within a small number of weeks, provided the consolidated accounts that support it are already prepared. Withdrawal takes longer, because the notice period during which creditors may object has to run in full before the withdrawal is final under the applicable Dutch rules. Where a creditor objects, the timeline extends until the objection is resolved or the parent offers alternative security. A group with several subsidiaries covered by one declaration, or with subsidiaries in more than one jurisdiction, should plan for the slower of these two routes.
What we would need to see before advising
- The current group chart, showing exactly where the subsidiary in question sits.
- The subsidiary's most recent statutory accounts and its current filing status.
- Any existing 403-declaration on file for that subsidiary, and its Trade Register extract.
- The parent's constitutional documents, to confirm who is authorised to resolve on giving or withdrawing.
- Details of any transaction, refinancing or restructuring that is driving the timing of the decision.
What drives the cost
| Cost driver | Giving a declaration | Withdrawing a declaration |
|---|---|---|
| Trade Register filing charge | Applies, at the level set under the applicable Dutch rules | Applies, at the level set under the applicable Dutch rules |
| Notarial involvement | Needed only where the parent's constitution requires notarial execution of the resolution | Same test applies |
| Translation | Needed where the parent's resolution or the declaration itself is not drafted in Dutch | Same test applies |
| Number of subsidiaries named | One filing per subsidiary covered | One withdrawal notice per subsidiary being released |
| Creditor response | Not applicable | An objection adds administrative work and can extend the process |
| Number of jurisdictions in the group | Affects translation and legalisation, not the filing itself | Same |
No court fee attaches to giving or withdrawing a declaration in the ordinary course, because the route runs through the Trade Register rather than through a Dutch court. A court fee only enters the picture where a dispute over the declaration's enforcement is actually litigated.
The decisions that stay with you
Which subsidiaries are named in a single declaration or a single withdrawal is your decision, not ours. The timing of a withdrawal relative to a sale, refinancing or insolvency filing is yours to set. Whether to offer creditors alternative security to shorten an objection period is a commercial choice we can lay out but not make for you. Whether the parent's own consolidated accounts need adjusting as a consequence is a decision for the parent's board on its auditor's advice.
What can go wrong
A creditor objects during the notice period and the withdrawal stalls until the objection is resolved. A declaration is given before anyone confirms the subsidiary is actually included in the parent's consolidation, which exposes the declaration to challenge later. A withdrawal notice is filed but the notice period is miscalculated, so the declaration is treated as still in force for longer than the parent expected. The wrong person signs the filing, because the constitutional documents were not checked first.
What this does not cover
- Whether the subsidiary qualifies for the accounting exemption at all; that is an accounting test, not a filing question.
- Drafting the underlying consolidated accounts that a declaration depends on.
- Disputes over enforcement of liability under an existing declaration, which are heard before a Dutch court, not filed at the Trade Register.
- The decision to restructure the group in the first place; this page assumes that decision has already been taken.
Questions
Does giving or withdrawing a 403 declaration require a court order?
No. It is a Trade Register filing, supported by a board resolution and, where required, notarial execution. A Dutch court becomes involved only if a creditor or counterparty later disputes the declaration's effect or its withdrawal, and that dispute proceeds to litigation.
Is there a fee for the Trade Register filing itself?
A registration charge applies, set under the applicable Dutch rules and payable to the Trade Register. The exact figure is not published on this page; it is confirmed against the current tariff at the time of filing rather than quoted here.
How long does a creditor have to object to a withdrawal?
The applicable Dutch rules set a notice period during which creditors of the subsidiary may object before a withdrawal takes effect. The precise length is fact-specific to the filing and is confirmed against the current rules rather than stated as a fixed figure here.
Can one declaration cover more than one subsidiary?
A declaration is given, and withdrawn, subsidiary by subsidiary, so a group with several subsidiaries under one parent typically files separately for each. Where the group structure is unclear, a structure report maps which entities are covered by which existing filings before you commit to a course.
What happens if a creditor actually objects to a withdrawal?
The withdrawal does not take effect while the objection is live. The parent's options are to resolve the objection directly with the creditor, to offer security in place of the declaration, or to wait out the process; which of these fits depends on the size and number of the debts involved.
Author
Sanne de Wit — Structures, holding and tax. Handles Dutch holding formation, group restructuring and the filings that follow from changes to a group's structure, including 403 declarations.
Before you commit to a filing
A 30-minute scoping call covers the specific declaration you are giving or withdrawing, which subsidiaries it touches, and what we would need from you to start. Bring the group chart, the subsidiary's Trade Register extract, and any existing declaration already on file. Where the underlying group structure itself is not fully mapped, a structure report sets out the entities and existing filings before the call, at a fixed scope and delivery time, and feeds directly into that conversation.
Related reading
- Incorporating a BV before a civil-law notary: costs and fees — the notarial route this filing sometimes shares.
- Establishing a Dutch holding above an existing group — the wider restructuring a declaration often sits inside.
- Group structure mapping for Spanish-linked groups — where a foreign parent sits above the Dutch layer.
- Trustee claims against directors — the liability route that can follow a subsidiary's insolvency.
Last legal review: 2026-09-21