403-verklaring: the term, the register and who may look

403-verklaring: the term, the register and who may look

A 403-verklaring is a declaration a parent company files at the Dutch Trade Register, accepting joint and several liability for the debts of a group company. Once filed, the group company may skip filing its own full annual accounts. Anyone can check whether one is currently on file against a given entity.

The Dutch term and its working translation

403-verklaring (403 declaration) is the practitioner's shorthand for this filing. The name comes from the group-accounts exemption regime in Dutch law: a parent accepts liability for a subsidiary's debts in exchange for the subsidiary's relief from separate publication duties. The mechanism sits under the applicable Dutch rules on consolidated and group accounts, not under a standalone statute of its own.

Where it is recorded and who may see it

The declaration is filed against the group company's own file at the Dutch Trade Register, held by the Chamber of Commerce (KVK). It is public: any person, in the Netherlands or abroad, may order an extract of that file and see whether a 403-verklaring is registered, and whether a withdrawal notice has since been filed against it. No standing or licence is required to look.

Why it matters commercially

If a 403-verklaring is active, a creditor of the group company can in principle pursue the parent directly for that company's debts, without first exhausting the group company itself. In a sale or refinancing, a buyer or lender who does not check the register may misjudge who stands behind the target's obligations. Disputes over whether a declaration was validly withdrawn, and when liability actually ended, are the kind of question that ends up before a Dutch court, so the register entry and its dates matter more than the parent's own account of the position. This is squarely a corporate law and governance question and belongs on the desk that handles group structuring: corporate law and governance.

A worked illustration

Assume the parent holds three operating subsidiaries and files a 403-verklaring for each, so none of the three publishes standalone accounts. Years later, the parent sells one subsidiary and files a withdrawal notice at the Trade Register on completion. A buyer who checks the register before signing sees the declaration is still active on that date, and negotiates a specific undertaking that the parent will file the withdrawal and that any creditor claims arising before withdrawal remain the parent's risk, not the buyer's. A buyer who skips that check inherits an open question instead of a closed one.

Adjacent terms

A 403-verklaring is often negotiated alongside, or instead of, protections set out in a aandeelhoudersovereenkomst (shareholders' agreement), particularly where a minority shareholder wants comfort that group liabilities will not be pushed down onto a specific entity. It also surfaces in due diligence for an asset-liability transaction, where the buyer takes on assets and liabilities rather than shares and needs to know which entity, if any, still stands behind the seller's obligations.

What this does not cover

• The statutory article number or its exact wording: this entry names the term, not the underlying provision.
• Non-Dutch equivalents or comparable parent-guarantee regimes outside the Netherlands.
• Advice on whether to file or withdraw a declaration in a specific structure.
• Valuation of the liability exposure a declaration creates.
• Register mechanics for group companies incorporated outside the Netherlands.

Questions

Can I check whether a 403-verklaring is still active before I sign anything?

Yes. An extract from the Dutch Trade Register against the specific group company's file shows whether a 403-verklaring is registered and whether a withdrawal notice has been filed against it, and this is available to any requester without special standing.

Does withdrawing a 403-verklaring end the parent's liability immediately?

No public figure or fixed period governs this uniformly across situations; the timing of when liability actually ends depends on the facts and the notice procedure followed, so the withdrawal date on the register is a starting point for checking, not the final answer.

Sanne de Wit works on structures, holding arrangements and the tax and governance questions that sit alongside them, including how group liability is recorded and traced through the Dutch Trade Register.

For a wider check across an entire group rather than one entity, a structure report sets out the corporate chain, current filings and any outstanding 403-declarations across group companies in one document. Two further illustrations of how structure is mapped and recorded sit here: a cross-border group map built the same way for an Italian holding chain, and a sector note on how director records are kept for life sciences companies: an Italian group-map illustration and director records in life sciences. This entry sits under the firm's work in corporate structuring and governance.

Last legal review: 2026-09-23