You are here because your group is deciding to give, renew or withdraw an artikel 403-verklaring (Article 403 declaration), and you need to know exactly who files and where, and in what language, under Dutch law. This page sets out the filing mechanics only: the sequence of steps, the party responsible at each step, and the language the trade register accepts. It does not tell you whether giving or withdrawing the declaration is the right choice for your group's accounting or tax position.
Who this decision affects
The 403 declaration is a parent-company guarantee that lets a Dutch group company skip publishing its own annual accounts, relying instead on the consolidated accounts of the parent. Three parties sit inside the mechanics: the parent company that issues the declaration, the Dutch group company that relies on it and files it, and the Dutch trade register that records it. A foreign parent with a Dutch subsidiary, and a Dutch holding company reorganising a group, both land on this page for the same reason. The filing obligation sits with the entity that benefits from the exemption, not with the entity giving the guarantee.
The two filings, and why they are not symmetric
Giving the declaration is a single filing that takes effect once it sits on the register. Withdrawing it is not symmetric: withdrawal only becomes final after a notice period runs, because creditors of the group company are entitled to rely on the guarantee for a period after it was filed. The withdrawal has to give them a chance to object before it takes effect. Treat the two as separate procedures with separate timing, not as one action reversed.
Incorporating a Dutch BV before a civil-law notary and giving a 403 declaration are frequently sequenced together, at formation of a new group entity or shortly after an acquisition closes.
Step by step: giving the declaration
| Step | Who acts | What happens |
|---|---|---|
| 1 | Parent company | Resolves to issue the declaration and signs the statement of joint and several liability for the group company's debts |
| 2 | Group company | Files the declaration with the Dutch trade register against its own registration, together with the parent's resolution |
| 3 | Group company | Confirms in its own filing that it is relying on the parent's consolidated accounts instead of publishing its own |
| 4 | Trade register | Records the declaration against the group company's file, where it becomes publicly searchable |
| 5 | Group company | Repeats the filing, or a reference to the standing declaration, for each following financial year in which the exemption is used |
The filing is made by the group company, not by the parent. A parent that signs the declaration but never sees it filed has not achieved the exemption for the subsidiary.
Step by step: withdrawing the declaration
| Step | Who acts | What happens |
|---|---|---|
| 1 | Parent company | Resolves to withdraw the declaration, typically ahead of a disposal, a group reorganisation or an exit |
| 2 | Group company | Files the notice of withdrawal with the trade register against its own registration |
| 3 | Trade register | Records the withdrawal as pending and opens the statutory notice period |
| 4 | Existing creditors | May object during the notice period, on the ground that the withdrawal prejudices a claim that arose while the declaration was in force |
| 5 | Group company | Once the notice period runs without an effective objection, the withdrawal becomes final and the group company's own accounts obligation revives |
An unresolved creditor objection during this window can end up before a Dutch court, which is one reason a withdrawal is planned around a transaction rather than treated as a formality.
Where the filing happens, and in what language
Both filings are made against the Dutch group company's own registration at the Dutch trade register, kept by the Chamber of Commerce. There is no separate register for the declaration itself. It sits as a document against the entity that relies on it, searchable by anyone who looks up that entity.
| Scenario | Filing office | Language of the filing |
|---|---|---|
| Dutch group company, Dutch parent | Trade register, against the group company's own file | Dutch |
| Dutch group company, foreign parent | Trade register, against the group company's own file | Dutch covering filing; the parent's resolution may be supplied in its original language as supporting material |
| Withdrawal of a standing declaration | Trade register, against the same file | Dutch |
Under the applicable Dutch rules, the register works from the Dutch-language filing. A document that arrives only in English does not, on its own, discharge the filing obligation. Build the covering filing in Dutch and treat the underlying resolution as supporting material.
Director liability exposure is worth checking alongside a withdrawal, because the accounts obligation that revives once the declaration ends can affect a director's own filing responsibilities.
What we would need to see before advising
Before we can tell you which route applies to your group, we need:
- The current, filed version of the 403 declaration, if one already exists, and the date it was filed
- The group structure showing which entity is the parent for the purposes of the declaration and which entities rely on it
- The reason for the change: formation, disposal, internal reorganisation, or a creditor-driven review
- Confirmation of whether any creditor has already raised a claim against the group company that predates the intended withdrawal date
- The financial year in which the change is intended to take effect
Without the first two, we cannot confirm who is entitled to file. Without the last three, we cannot map the notice period against your transaction timeline.
What drives the cost
The trade register charges a filing fee for each registration event; the current fee is published by the Chamber of Commerce and is not repeated here because it changes. Beyond that fee, the cost drivers are the number of group companies relying on the same parent declaration, each of which needs its own filing, and whether a creditor objection during the withdrawal window turns into a contested matter. A single-entity giving filing is a short piece of work. A withdrawal across a multi-entity group, timed against a disposal, is not.
What can go wrong
The most common failure is filing against the parent instead of the group company, which the register does not accept as discharging the exemption. The second is filing a withdrawal without checking whether a creditor's claim already exists that the notice period is meant to protect, which turns a filing into a dispute. The third is treating the declaration as automatically renewing: where the register's procedure requires a fresh filing each year, a missed year reopens the group company's own accounts obligation without anyone noticing until an audit does.
What this does not cover
- It does not cover whether giving or withdrawing the declaration is the right decision for your group's accounting or tax position
- It does not cover drafting of the parent's guarantee resolution itself
- It does not cover a creditor's substantive claim once an objection is raised; that is a separate dispute, not a filing step
- It does not cover filings for group companies registered outside the Netherlands
Questions
Does the parent company file the declaration?
No. The parent signs and resolves; the Dutch group company that relies on the exemption files it against its own registration at the trade register. A filing made only against the parent's own file does not achieve the exemption for the subsidiary.
Can the declaration be filed in English?
The trade register filing itself is made in Dutch. Supporting documents such as the parent's resolution can be supplied in their original language alongside the Dutch-language filing, under the applicable Dutch rules.
How long does a withdrawal take to become final?
A statutory notice period runs from the date the withdrawal is filed, during which existing creditors can object. Until that period runs without an effective objection, the group company's own accounts obligation has not yet revived.
What happens if a creditor objects to the withdrawal?
The objection is examined on whether the creditor's claim arose while the declaration was in force. An unresolved objection can end up before a Dutch court, which is why withdrawal timing is planned rather than treated as administrative.
Does every group company need its own 403 declaration?
Yes. The exemption and the filing run entity by entity. A parent guarantee covering three Dutch group companies needs three filings, one against each company's own registration.
Author
Charlotte Roos, tax and structuring. Advises groups on the filing sequence for giving and withdrawing a 403 declaration alongside wider corporate law and governance work.
Next step
If your group is giving or withdrawing a 403 declaration as part of a wider reorganisation, disposal or entry into the Netherlands, the filing mechanics above are one part of a larger structure question. A structured exit or buyout often carries a withdrawal inside it, and getting the sequence wrong can leave a group company's accounts obligation open for a year nobody planned for.
Start with a 30-minute scoping call: bring the current filed declaration, the group chart, and the intended effective date. We will tell you, before anything else, whether the notice period fits your transaction timeline. Where independent confirmation of a counterparty's ownership chain is needed alongside this filing, a structure report sets out the filed ownership chain directly from the register.
This page sits inside our corporate law and governance practice.
Related reading
An asset deal and the transfer of undertakings, appeal and review covers a related but separate filing question that arises on the transactional side of a group reorganisation.
The comparable ownership-chain filing route in Sweden shows how the same who-files-and-where question is answered outside the Netherlands.
Last legal review: 2026-09-21