# Giving and withdrawing a 403 declaration: the documents you need and how they are proved
A 403 declaration lets a Dutch group subsidiary skip filing its own annual accounts because its parent consolidates the subsidiary's figures and accepts joint and several liability for debts arising from the subsidiary's legal acts. Giving it needs a board resolution, a filed declaration and a trade register entry naming the subsidiary as covered. Withdrawing it needs a further filing, a public announcement and a period in which creditors can react. This page sets out which document proves which step, and where you check that a filing is genuine.
When this route applies
The route applies when the subsidiary's figures are genuinely consolidated into the parent's annual accounts, the subsidiary wants exemption from preparing and filing its own statutory accounts, and the parent is willing to accept joint and several liability for debts arising from the subsidiary's legal acts. This sits within corporate law and governance, not tax planning: the declaration is an accounting and liability mechanism, filed with the Dutch trade register, and it does not by itself change how the group is taxed.
It does not apply where the subsidiary is not consolidated in the group accounts, where the subsidiary is subject to a separate accounting regime, or where the group is looking for tax consolidation rather than an accounting exemption. Giving the declaration does not remove the subsidiary's own liability to its creditors; it adds the parent's liability alongside it.
Who acts and where
| Actor | Body | Language of procedure | What they file |
|---|---|---|---|
| Parent's board | Trade register (Handelsregister) | Dutch, some filings accepted in English | The written 403 declaration and any later amendment |
| Subsidiary's board | Trade register | Dutch | A statement identifying itself as covered by the declaration, filed in place of its own annual accounts |
| Trade register (KVK) | Kamer van Koophandel | Dutch | Registers and publishes the declaration and any withdrawal; issues extracts on request |
| Creditors | Trade register, then civil court if unresolved | Dutch | May inspect the filed declaration; may object to a withdrawal |
| Civil court (rechtbank) | Dutch judiciary | Dutch | Decides disputes over the adequacy of security offered to an objecting creditor |
The sequence
1. The parent's board resolves to give the declaration and to accept joint and several liability for the subsidiary's qualifying debts. Output: a board resolution.
2. The parent files the declaration with the trade register office where the subsidiary is registered. Output: the filed 403 declaration, visible on the subsidiary's public file.
3. The subsidiary files a statement referencing the declaration instead of its own annual accounts, together with the parent's consolidated accounts. If the subsidiary was itself only recently formed, the underlying formation documents follow the same logic as the documents needed to incorporate a BV before a civil-law notary. Output: a coverage statement plus the parent's consolidated accounts on file.
4. In each following financial year, the parent files its consolidated accounts within the period that applies to it, keeping the subsidiary's exemption in place. Output: a renewed filing on the group's record.
5. To withdraw, the parent's board resolves to end the declaration. Output: a withdrawal resolution.
6. The parent files the withdrawal with the trade register and makes the announcement the applicable rules prescribe. Output: a filed withdrawal notice and a public announcement.
7. Creditors whose claim arose while the declaration was in force may react within the period the announcement opens. If they object and no adequate arrangement is offered, they may apply to the civil court for security. Where the underlying group is itself being reshaped, the same registry logic recurs in enforcing the outcome of an EU merger control referral. Output: a recorded objection, or a court order if unresolved.
8. From the point the withdrawal takes effect, the subsidiary resumes filing its own annual accounts for the financial years the withdrawal covers. Output: the subsidiary's own accounts back on file.
Deadlines
| Step | Period | From what moment it runs | What happens if missed |
|---|---|---|---|
| Filing the declaration | No confirmed statutory count is available in the source used for this page | From the parent's board resolution | The exemption does not take effect until the declaration is filed |
| Filing the parent's consolidated accounts | A statutory filing period applies under the applicable Dutch rules | From the end of the parent's financial year | The exemption for that year is at risk if the filing lapses |
| Creditor reaction on withdrawal | A reaction period applies under the applicable Dutch rules | From the public announcement of the withdrawal | A creditor who does not react in time may lose the chance to secure protection this way |
| Court application on inadequate security | A period applies under the applicable Dutch rules | From the creditor's objection being rejected or ignored | The creditor loses this route to compel security |
No day counts are stated here because none is confirmed in the registry this page draws on. Check the current statutory text before you rely on any specific number.
Documents and proof
| Document | Who issues it | Form | Translation or legalisation |
|---|---|---|---|
| 403 declaration | Parent's board | Written statement, filed with the trade register | Filed in Dutch; a foreign parent's supporting corporate documents may need a certified translation |
| Board resolution (parent) | Parent's board | Corporate resolution or minutes | Translated if not already in Dutch, English, French or German |
| Consolidated annual accounts | Parent, under the accounting rules that apply to it | Financial statements, filed with the trade register | Translated if not in an accepted language |
| Statement of coverage (subsidiary) | Subsidiary's board | Filed with the trade register in place of separate annual accounts | Filed in Dutch |
| Withdrawal notice | Parent's board | Filed with the trade register | Filed in Dutch |
| Trade register extract | KVK | Official extract, on request | Issued in Dutch; English summaries are sometimes available |
Cost
No confirmed published figure for the trade register filing fee on a 403 declaration or its withdrawal is in the source used for this page. Check the trade register's current published tariff before you file. What actually drives the total is the number of filings across the group's life: the declaration itself, each year's consolidated accounts, any amendment, and the eventual withdrawal. A certified translation for a foreign parent's documents adds its own cost, and a creditor's objection that reaches the civil court carries a separate court fee, unconfirmed here and not stated as a figure.
Objections you will meet
Withdrawal releases the parent from everything: it does not. Liabilities arising from the subsidiary's legal acts while the declaration was in force are generally preserved, unless the parent and the affected creditor agree otherwise or adequate security is offered.
The declaration covers this claim too: only debts arising from the subsidiary's legal acts fall within scope. Claims outside that, such as most tort claims, need their own basis and sit outside the declaration.
We were never told about the withdrawal: the announcement is public and made through the channel the applicable rules prescribe. Whether a particular creditor had a real opportunity to see it is argued case by case, and this is a point a Dutch court will weigh on the facts.
The consolidated accounts don't reflect our figures: an exemption depends on genuine consolidation. If the parent's accounts do not in substance include the subsidiary's position, the exemption itself is open to challenge.
Outcome and enforcement
At the end of giving the declaration, you hold a public trade register entry naming the parent as jointly and severally liable for the subsidiary's qualifying debts, and the subsidiary is excused from filing its own annual accounts for as long as the declaration stands. At the end of withdrawing it, you hold a recorded end date and, where a creditor objected, either an agreed arrangement or a court order on security. None of this converts into money by itself. A creditor enforcing the parent's liability still brings an ordinary civil claim against the parent, using the trade register extract as proof the declaration was in force when the debt arose.
Cross-border effect
The declaration and its withdrawal exist only on the Dutch trade register: there is no separate cross-border filing. A creditor outside the Netherlands relies on a trade register extract as evidence and brings its claim, or has a Dutch judgment recognised and enforced, through the ordinary EU or bilateral route that applies between the Netherlands and that creditor's own state. Recognition of the parent's liability is not automatic everywhere: some counterparties will still ask for a Dutch court ruling on the liability before treating it as established at home.
What this does not cover
- The tax treatment of a group relying on a 403 declaration, a separate question from the accounting exemption.
- Whether giving or withdrawing the declaration is the right commercial decision for a particular group.
- Other exemptions from consolidation, such as those available to small groups, which follow a different route.
- The content standard the consolidated accounts themselves must meet.
- Claims against the subsidiary outside its legal acts, such as most tort claims.
Questions
Does withdrawing a 403 declaration release the parent from liabilities that arose while it was in force?
Not generally. Liabilities from the subsidiary's legal acts during the period the declaration was in force are usually preserved, unless the parent and the affected creditor agree otherwise or adequate security is offered under the applicable rules.
Where is a 403 declaration filed and who can see it?
It is filed with the Dutch trade register, on the subsidiary's public file held by the Kamer van Koophandel. Any person can request an extract showing whether the declaration is in force.
What does the subsidiary file instead of its own annual accounts once the declaration is in force?
A statement identifying itself as covered by the declaration, together with the parent's consolidated annual accounts, filed on its trade register file in place of separate statutory accounts.
Eva Kuipers advises on governance and Enterprise Chamber matters. This author works on group structures, board accountability and the filings that keep a Dutch group's public record accurate.
A 403 declaration is often the first thing that surfaces once a creditor or minority shareholder starts asking who in a group actually answers for what; where that question has moved from filing mechanics to a contested claim, it belongs under the shareholder disputes service. The same question of who is liable, and on what evidence, also arises when a trustee looks past the subsidiary itself, as set out in the situation where a trustee holds you liable for the deficit in the estate. Outside the Netherlands, the equivalent register question is answered differently, as in the beneficial owner register position in Sweden. Where the underlying group structure itself, not just one filing, needs mapping before you decide whether a declaration still protects a creditor or a parent, a structure report sets out the entities, the filings on record and the liabilities that follow from them.
Last legal review: 2026-09-21