Groepsregime, jaarrekening en 403-aansprakelijkheid

Under certain conditions, our legislation on annual financial statements permits a legal person to derogate in its financial statements from the provisions concerning the content thereof. If these conditions are met, there is also exemption from the obligation to audit and to file the annual financial statements at the trade register. Because of these exemptions, this so called ‘groepsregime’ is regularly used.This possibility is based on the European Annual Financial Statements Directive. In addition to the Netherlands, only three other Member States have included the exemption in their legislation, Luxemburg, Ireland and Germany. The Dutch legislator has included the conditions for the exemption in its own way. As a result, the Dutch exemption is less like the unitary exemption and the exemption in the other three Member States. The Dutch groepsregime also has a number of imperfections, which can lead to (practical) problems when using the exemption.An important condition for the use of the exemption is that another company – the parent undertaking – declares that it is jointly and severally liable for debts (=commitments including liabilities) arising from legal acts entered into by the exempt/to be exempted legal person. This liability implies that the parent undertaking is jointly and severally liable regardless of who the rightful claimants to such debts are. In my PhD research, I consider the shortcomings in the current Dutch exemption and how the provisions could be more in line with the European exemption and more comparable with the exemptions in the other three Member States