Each association or foundation is obliged to draw up annual accounts. But how extensive that should be and whether annual accounts should be deposited with the Dutch Chamber of Commerce, depends on how large the foundation or association is and whether it maintains an enterprise.
Simple legislation
Most foundations and associations will be subject to simple regulations. That means that they have to draw up annual accounts, but they are not obliged to deposit it.
Even when they maintain an enterprise with a balance sheet total of less than € 4.4 million, a net turnover less than € 8.8 million and with less than 50 employees, simple regulation applies.
That means that global requirements are set for drawing up annual accounts. The legal requirements are:
- it is obliged to set up a balance sheet and statement of income and expenditure, both provided with an explanation;
- each board member has to sign annual accounts, in case of the foundation each member of the supervisory organ also needs to sign. Note: it is a legal requirement that each member of the board signs the annual accounts. The underlying idea is that the entire board is responsible for the annual accounts, not just the treasurer;
- this must be done within six months of the end of the financial year (before the 1st of July each year). The term may be extended by the Members’ Meeting (in case of the association) or the body which adopts the annual accounts in accordance with the articles of association (in case of the foundation);
- the annual accounts of an association must be audited by a cash committee or, if present, a supervisory board or an auditor. The cash committee of an association must contain at least to members who are not board members. The cash committee is appointed annually;
- there are no legal provisions for the audit of the annual accounts of a foundation.
The annual adoption of the annual accounts by the foundation or association is a formal resolution. In case of the association this resolution must be adopted by the Members’ Meeting, in case of the foundation it has to be adopted by the Board. The formal resolution must be recorded in formal minutes of the Members’ Meeting or Board meeting.
Large associations or foundations
An association or foundation which maintains an enterprise that has a turnover of at least € 6 million per year in 2 consecutive financial years, is indeed obliged to deposit the annual accounts with the Dutch Chamber of Commerce.
A General Benefit Institution (ANBI)
A General Benefit Institution (ANBI) has a publication obligation, and is not obliged to deposit the annual accounts. They have to publish data on their own website or on a community website, for example related to a branch organization. Publication is possible by using a form, but that is not an obligation. The data that need to be reported can be consulted with the Dutch Tax Administration.
Since 1 January 2021 large ANBI’s are obliged to use standard forms. Large ANBI’s are:
- ANBI’s that actively raise money or goods among third parties (fundraising institutions) and of which the total income in the financial year in question exceeds
€ 50,000; - non-fundraising ANBI’s if the total charges in the financial year in question amount to more than € 100,000.
In some situations, an ANBI does not need to publish certain data over the Internet. For example, for denominations, they do not need to publish their balance sheet or names of their directors. Capital funds also do not have to publish their balance sheet. The data that they should publish can be found at the Dutch Tax Administration.
Foreign legal entities
Also a foreign legal entity with branches in the Netherlands with the obligation to publish annual accounts in the country of origin, are obliged to do so in the Netherlands. They must deliver annual accounts in the same form as in the country of origin.