Anyone responsible for annual compliance at an organization with a stichting (foundation) established in the Netherlands. These requirements apply whether or not you hold ANBI status. This article covers ongoing maintenance, not establishing a stichting.
This article covers Dutch legal and financial filing requirements. It is general guidance, not legal or tax advice. Rules and their interpretation change. Confirm your obligations with a qualified Dutch accountant or lawyer before acting.
Overview
A stichting has four recurring obligations. Three run on an annual cycle. The fourth is triggered by events rather than by the calendar. ANBI status adds a fifth, a publication requirement.
Two dates drive the year. The board must prepare the annual accounts within six months of the fiscal year-end, and an ANBI must publish its financial information within the same six months. For a calendar-year organization, both fall on 1 July.
Board meetings
Hold at least two board meetings per year and designate one of them the annual board meeting. Dutch law does not set a minimum number for a stichting, so check your articles of association, which usually do.
Annual accounts
The board must prepare the balance sheet and the statement of income and expenses within six months of the close of the fiscal year. All board members sign them, not only the treasurer, because preparing the accounts is a collective board responsibility.
There is no statutory audit requirement for a stichting. Engaging an accountant is a governance choice, and is often a funder or grant condition, but it is not imposed by Dutch law.
Whether you file with the Chamber of Commerce
Most foundations do not file. A stichting has a filing obligation (deponeringsplicht) only if it operates an enterprise above a turnover threshold, which the Chamber of Commerce (KVK) states as at least EUR 7.5 million in two consecutive financial years. Below that threshold, you still prepare and approve annual accounts, but you do not deposit them with the KVK.
Check the threshold against your own figures with your accountant, since the applicable test depends on your activities.
If you do have to file, filing runs through Standard Business Reporting (SBR) and needs a Dutch accounting or audit firm with suitable software and a PKIoverheid certificate. You cannot submit it yourself. A Dutch firm holding a certificate will know the process.
If you change firms, the board appoints the new one at the annual meeting.
Policy plan
Maintain a current beleidsplan (policy plan) stating your objectives. The board reviews it at the annual meeting, and either approves it as written or approves an update. If nothing has changed, approve it as is and record that in the minutes.
If you hold ANBI status, the policy plan is also one of the items you must publish.
Beneficial owner registration
Register your ultimate beneficial owners (UBOs) with the KVK, and update the registration when your board changes. This is event-driven rather than annual, which is why it is the requirement most often missed after a board transition.
Set your fiscal year-end, add three months for the filing deadline, and schedule the annual board meeting far enough ahead of it that the accounting firm has approved statements to file.
The annual board meeting
Five items belong on the agenda.
- Receive the management board report.
- Approve the previous year's annual accounts.
- Appoint or reappoint an accountant, where your board or a funder requires one.
- Approve or update the beleidsplan. If nothing changed, approve it as written.
- If you hold ANBI status and meet the size thresholds below, approve the standard form.
Record an acknowledgment in the agenda that each board member received and reviewed the management board report.
If your board has adopted a bestuursreglement (board regulations), check it before setting the agenda, since it may add its own decision or quorum rules. Moral Fabric covers what those regulations contain in Board regulations (bestuursreglement).
The management board report
At least once a year, the board should monitor the operation of its internal risk management and control systems and assess their design and effectiveness. The management board report records that assessment. Treat it as an internal annual audit report for the board, not a public document.
What it contains
- What we did. Results against your KPIs or OKRs.
- What we are doing. Significant plans or changes ahead.
- Risk assessment. Foreseeable items that could affect the organization, each with a mitigation plan.
- Review of financial statements. Major points only. It does not need to reproduce the full statements if they are available elsewhere.
How to present it
Circulate the report to board members before or at the meeting. The director does not need to walk through it in detail and can highlight the key points instead.
ANBI publication requirements
ANBI reporting is a publication requirement, not a filing requirement. You post the required information on a public page of your own website and review it every year. Financial information is due within six months of the close of the fiscal year.
The page must be public and easy to find. A link in the site footer is the usual approach.
What to publish
- Organization name. If you are known publicly under a name other than the one in your articles of association, publish both.
- RSIN. The legal entities and partnerships identification number from your KVK registration.
- Contact details. Visiting address and mailing address.
- Purpose. A clear description of the ANBI's purpose, drawn from your articles of association or mission statement. This must be in Dutch. Dutch and English together is acceptable.
- Policy plan. The full beleidsplan or its highlights, including your objectives.
- Directors. Names and positions, using the positions as listed in your articles of association, for example chairperson, treasurer, and secretary.
- Remuneration policy. The board remuneration policy as stated in your articles, and the policy for management. For other personnel, refer to the applicable collective labor agreement or salary scheme, including pay bands, benefits, and pay dates.
- Activity report. A report of completed activities or projects.
- Financial statement. The most recent one. Most organizations post each year rather than replacing the file.
The standard form
The standaardformulier publicatieplicht is mandatory only for larger ANBIs. The thresholds are total expenses of EUR 100,000 or more in a financial year for non-fundraising institutions, and total income of EUR 50,000 or more for fundraising institutions. Below those levels, you may use the form but are not obliged to.
For eligibility conditions, application timelines, board composition, and whether a founder on the board can be paid, see Moral Fabric's ANBI requirements and FAQs.