# The annual accounts were filed late and someone noticed while insolvency is already in sight
You face a fork: rebuild your position now by filing the accounts and documenting the delay, or wait and let a curator raise the point after bankruptcy, when the burden of proof already runs against the board. The first route costs time and professional fees now. The second costs nothing today and far more later, with insolvency near.
What happens if you do nothing
Late filing is not fatal by itself, but under the applicable Dutch rules it triggers a rebuttable presumption once bankruptcy follows: the board is deemed to have managed the company improperly, and that improper management is deemed an important cause of the bankruptcy. Both limbs are rebuttable, but only with facts you hold now.
If you do nothing, that presumption stands unrebutted at the moment a curator is appointed. The file you would need to rebut it, board minutes, the reasons for the delay, the solvency picture at the time, does not build itself while you wait. This is a governance question as much as an accounting one, and it sits within our corporate law and governance practice. Each week without a rebuttal file makes the curator's case easier, not harder.
The routes open to you
| Route | What it takes | Time | Cost driver | What it gives you |
|---|---|---|---|---|
| File now and build the rebuttal file | Filing the outstanding accounts, a board resolution recording the reasons, a contemporaneous account of the financial position at the time | Days to a few weeks | Preparation of the accounts and the supporting record; no litigation is opened | A documented position that narrows, though does not remove, the statutory presumption if bankruptcy follows |
| Approach creditors and use a restructuring instrument before formal bankruptcy | A composition proposal, professional advice on the instrument, in some cases a request for a Dutch court to confirm it | Several weeks | A court filing fee for the confirmation request, plus professional time to prepare the proposal | Control over the process and its terms, and a route that can avoid a curator ever examining the late filing |
| Wait for a creditor or the public prosecutor to move | Nothing, by definition | Not within your control | None now, exposure later | Preservation of the status quo until someone else acts on it |
What decides between them
Whether creditors are still willing to talk to you, or already past that point, decides more than anything else. A late filing that was an isolated lapse rebuts more easily than one that sits inside a wider pattern of poor record-keeping. How far the company's position has deteriorated matters too: a composition needs numbers that still support repayment on some terms. Insolvency near does not change what evidence you need, only how much time you have to gather it.
The deadline that runs
The annual accounts had a statutory filing period, counted from the end of the financial year, and it has already passed here. Under the applicable Dutch rules, once bankruptcy is declared the presumption attaches to a late filing without further inquiry into cause: the board must produce facts to rebut it, not the other way round. There is no second statutory deadline attached to the presumption itself. In practice, the deadline is set by whoever moves first, a creditor's petition for bankruptcy, or your own request for suspension of payment or a composition. Once a petition is filed, the choice between the routes above narrows fast.
Evidence to secure now
- Proof of the filing you have now made, with the date stamped by the trade register.
- Board minutes recording why the accounts were late and what has changed since.
- A contemporaneous statement of the company's liquidity and solvency position, not reconstructed after the fact.
- Correspondence with the accountant or auditor on the timeline and any obstacles encountered.
- Records showing which board member controlled the filing function, if that responsibility was divided.
Cost drivers
The first route costs professional time to prepare the accounts and the supporting record; no court fee attaches to filing alone. The second route adds a court fee for judicial confirmation of a composition, on the standard scale for that type of request. No public figure for that fee is used on this page; check the current schedule before you file. In both routes, the main driver is the volume of work needed to reconstruct the company's financial position for the relevant period, not a fixed tariff.
What we would do in the first week
1. File the outstanding accounts, if this has not already happened.
2. Convene the board and minute the reasons for the delay and the financial position at the time.
3. Assess the current liquidity and solvency position, in writing, dated.
4. Take advice on whether a restructuring instrument is still open, and for how long it stays open.
5. Identify which board member controlled the filing function, if responsibility was divided among several.
What this does not cover
- Personal liability of individual directors once bankruptcy is actually declared.
- Board deadlock that prevented the accounts from being filed on time in the first place.
- Cross-border questions, including a shift in the company's centre of main interests before any filing.
- Criminal liability attaching to the late filing itself.
- Tax consequences of a composition or a wider restructuring in the Netherlands.
Questions
Does filing the accounts late automatically mean the board is liable if the company goes bankrupt?
No. Late filing creates a rebuttable presumption of improper management and of that management being an important cause of the bankruptcy. The board can still rebut both limbs with facts.
Can we still file the accounts after the deadline has passed?
Yes. Filing after the deadline is still filing, and it stops the delay from lengthening further. It does not erase the fact that the deadline was missed, which the presumption already assumes.
Does a composition or restructuring instrument stop a curator from later raising the late filing?
A composition confirmed by a Dutch court can resolve claims against the company. It does not automatically shield individual directors from a later claim over the late filing if bankruptcy still follows.
Related situations
If board deadlock is what stopped the accounts being filed in the first place, see what happens when the board cannot agree while insolvency is near. If the company's centre of main interests may have moved before any filing, see the cross-border question that comes with a shifted centre of main interests. If you are the director whose watch this happened on, see your personal exposure when the annual accounts were filed late. A related ownership pattern is set out in an Italian ownership chain example.
This sits under group reorganisation as a practice matter. A structure report sets out a group's ownership and filing history against the trade register record, at a fixed price shown on the report page itself.
If you want the fork above matched against your own filing history and current solvency position, request a route note.
About this analysis
Written by Eva Kuipers, who works on governance and Enterprise Chamber matters at Nolthenius & Partners. Her practice covers board disputes, shareholder inquiry proceedings, and the governance consequences of financial distress in the Netherlands.
Last legal review: 2026-10-08