# The distribution test before a dividend: who files, where, and in what language
You are here because a Dutch besloten vennootschap (private limited company) is about to distribute profit and you need to know who actually signs off, where that approval sits, and what, if anything, reaches a public register. The short answer: nobody files the distribution test itself. The board records it internally, and only the annual accounts, on their own separate timetable, reach a register.
The situations that bring people to this question
Three situations account for most of the enquiries on this point. A foreign shareholder of a Dutch BV wants a dividend paid and wants the approval sequence set out before instructing anyone. A CFO is preparing an interim distribution mid-year and is unsure whether the board or the general meeting acts first. An adviser is checking, for a group with a Dutch subsidiary, whether a distribution already agreed abroad still needs a separate Dutch step, and where that step sits inside corporate law and governance in the Netherlands rather than in the group's tax filings.
The route, step by step
The sequence has two decision-makers acting in a fixed order. The general meeting resolves first; the board's approval follows and is a separate, necessary act.
| Step | Who acts | What happens | Where the record sits |
|---|---|---|---|
| 1. Draft the proposal | Management board (bestuur, executive board) | Prepares the distribution proposal using the last adopted accounts | Company's own file, not public |
| 2. Balance-sheet test | Board | Confirms distributable reserves exceed the statutory and articles-based minimum | Board minutes, internal |
| 3. General meeting resolution | Shareholders (algemene vergadering, general meeting) | Resolves to declare the distribution | Minute book at the registered office |
| 4. Distribution test | Board | Tests whether the company can continue paying debts as they fall due after payment; approves or refuses | Board resolution, internal |
| 5. Payment | Board and company | Executes payment to shareholders | Bank records, not filed |
| 6. Annual accounts | Board, then filed under the ordinary reporting cycle | Deposited at the trade register in due course, independent of this particular distribution | Kamer van Koophandel (Chamber of Commerce) trade register |
| 7. Dispute, if one arises | Shareholder, creditor or director | Claim for repayment or director liability | Rechtbank (district court), or the Ondernemingskamer (Enterprise Chamber) for a governance dispute about the resolution's validity |
Step six is the only point where a Dutch register is involved, and it is not tied to any single distribution. Step seven only exists if something goes wrong; most distributions never reach a Dutch court.
What the timeline actually looks like
Steps one to five can complete within the same week if the accounts and the reserve calculation are already in order. There is no fixed number of days set for the board's own distribution test; the real constraint is usually internal, not statutory: how quickly the board can review current cash position and any near-term commitments. The annual accounts filing at step six runs on its own statutory rhythm, tied to the financial year end, and that rhythm is confirmed once we see the entity's year-end date rather than assumed from a general rule.
What we need from you before we can start
- The most recently adopted annual accounts and any interim management figures used for the reserve calculation.
- The articles of association, specifically the clauses on reserves and distributions.
- Confirmation of who currently sits on the board and who holds shares.
- Any loan agreement or covenant that restricts distributions.
- The intended distribution amount and the target payment date.
What we would need to see before advising
- The most recent balance sheet and profit and loss account, not a summary.
- The articles of association in full, not an extract.
- Any shareholder agreement that sets its own distribution conditions.
- Confirmation of board composition and any conflicted director.
- Whether a foreign parent needs a certificate of residence or similar for its own filings, which sits outside this route but affects timing.
What drives the cost
No service price appears on this page. What varies from one mandate to the next, and what should shape any estimate you build yourself, are these drivers.
| Cost driver | Why it matters |
|---|---|
| Number of jurisdictions involved | Each additional foreign shareholder can require its own certificate or a translated resolution |
| Change in board composition | A new director's approval history needs checking before the resolution is relied on |
| Existing loan covenants | Third-party lender consent can gate the distribution entirely |
| Prior interim distributions | Feeds directly into this year's reserve calculation and can shorten or lengthen the review |
Where the record sits, and in what language
| Document | Where it sits | Language |
|---|---|---|
| Board resolution on the distribution test | Company's own corporate file, not public | Usually Dutch; English where the articles permit |
| General meeting resolution | Minute book at the registered office | Dutch, or English where the articles permit |
| Annual accounts | Kamer van Koophandel trade register | Dutch, or another language permitted under the applicable Dutch rules depending on the entity's size classification |
| A dispute over the distribution | Rechtbank or Ondernemingskamer | Dutch; a foreign party's own evidence is translated for the court file |
This is the point most foreign shareholders get wrong: they expect a filing that confirms the distribution went ahead, and there is not one. What exists is a set of internal board records and, much later and unconnected to this transaction, a set of annual accounts.
What can go wrong
A board that approves a distribution without a genuine liquidity check, and the company later cannot pay debts as they fall due, exposes its directors to personal liability for the resulting shortfall. Shareholders who received the distribution while knowing that risk existed can be required to repay it under the applicable Dutch rules. A reserves clause in the articles that is stricter than the statutory minimum is a common oversight, particularly in older articles drafted before a later amendment. A distribution made before the relevant year's annual accounts are adopted weakens the basis for the balance-sheet test and invites later challenge. Where a Dutch subsidiary sits inside a group also managing a works council process or a branch registration elsewhere, for example the sequence set out in works council consultation on a decision or registering a branch and appointing a representative, the distribution timetable should be checked against those parallel processes rather than assumed independent of them.
If the board's own risk assessment before a distribution is itself in question, that sits closer to a board risk review than to this test on its own.
What this does not cover
- The calculation of dividend withholding tax or treaty relief for a foreign shareholder; that sits with a tax adviser, not this route.
- Interim dividends made under a distinct statutory route the articles may separately provide for.
- Distributions by an NV (public limited company), which follow a related but different sequence.
- Whether your specific distribution is safe to make; that requires seeing your actual accounts, not a general description of the steps.
Questions
Does the distribution test have to be filed with the Kamer van Koophandel?
No. The board's distribution test is an internal act recorded in the board's own minutes. Only the annual accounts, filed separately on their own statutory cycle, reach the trade register, and that filing is not connected to any particular distribution.
Who actually has to sign off before a dividend is paid?
Two bodies act, in sequence. The general meeting resolves to declare the distribution, and the management board must separately approve it after running the distribution test. Without board approval, the resolution has no effect and payment should not proceed under Dutch law.
Can the general meeting overrule a board refusal?
No. Board approval is a distinct and necessary act under the applicable Dutch rules. A general meeting resolution to distribute does not take effect without it, and the refusal stands unless the board itself revises its own assessment.
What happens if the company cannot pay its debts after the distribution?
Directors who approved the distribution while knowing, or reasonably foreseeing, that the company would not be able to continue paying debts as they fell due can face personal liability to the company for the shortfall. Shareholders who received the distribution in that situation may also have to repay it.
Does anything change if the shareholder sits outside the Netherlands?
The corporate mechanics stay the same wherever the shareholder is based: the test runs and is approved inside the Netherlands. What changes is paperwork the shareholder's own jurisdiction or tax authority may separately require, such as a certificate of residence, and that sits outside this route.
Author
Sanne de Wit, structures, holding and tax. Handles distribution, reserve and board-approval questions for Dutch holding structures.
Before you instruct anyone
Bring the most recent adopted accounts and the articles of association to a 30-minute scoping call, and you leave it with a written view of whether the distribution test can run on the timetable you actually want. If the entity sits inside a wider group and you need the full picture of what is filed where across that group, including a comparison point such as the beneficial ownership filing for an Irish structure, the structure report sets out each entity's Dutch filings, its delivery time, and its price on that page.
This page does not cover NV distributions, withholding tax calculations or the works council or branch-registration steps referenced above, and it does not tell you whether your specific distribution is safe to make.
Last legal review: 2026-09-23