Standard Business Reporting required when filing annual accounts
SBR now officially required At the end of 2015, the Upper House of the Dutch Parliament accepted a legislative amendment that provides that companies may only file their annual accounts with the Chamber of Commerce electronically, using SBR. On 25 April 2016, the associated ‘Commercial Register (Electronic Filing) Decree’ (Besluit Elektronische Deponering Handelsregister) was published in the Bulletin of Acts and Decrees, whereby the details of this requirement have become known and as a result of which the Act came into force on 1 July 2016.
There is a good chance that this will be the XBRL format, just like with SBR, but large legal entities are currently not included in the electronic filing requirement because this is not certain. The table below shows an overall view of the timeline of the SBR requirement: Regime Micro
2016 The Decree provides for a phased introduction for companies up to the medium-sized regime. In this regard, the explanatory memorandum states that the intention is to also implement this for large companies and issuing institutions (listed companies), but that substantive decisions for these two groups depend on the decision-making at the ESMA. It is the intention of this regulator that all the companies under its supervision will publish their annual accounts in an electronic format to be determined by the ESMA (the ESEF: European Standard Electronic Format) with effect from financial year 2019.
Financial year
The requirement
2017
Small
Mediumsized
Large
Issuing institution
Filing via SBR or ESEF
Filing via ESEF
Filing via SBR required Filing via SBR required
2018
2019
Standard Business Reporting required when filing annual accounts
Exceptions and special situations The Decree provides for the following exceptions: • medium-sized companies that have a large company and/or an issuing institution as parent but nonetheless file independently are exempt from the requirement to file electronically; • companies with a registered office outside the Netherlands may file at the Commercial Register as they do in the country in which the registered office is located; • issuing institutions, which under the Financial Supervision Act send the adopted annual accounts to the Netherlands Authority for the Financial Markets. The Netherlands Authority for the Financial Markets will take a closer look at the use of SBR, required or otherwise, in combination with the ESMA requirement. The Decree does not therefore make any exception for microenterprises and small companies that have a large company and/or an issuing institution as parent. This group of companies must therefore also use SBR from financial year 2016. In addition to the exceptions contained in the Decree, in July 2016 the Ministry of Economic Affairs gave further clarification of the scope of the SBR requirement, in the document ‘Questions and answers concerning the requirement of electronic filing of annual reports and financial statements in the Commercial Register at the Chamber of Commerce’ (‘Vragen en antwoorden over verplichting van elektronisch deponeren van jaarstukken in het handelsregister bij de Kamer van Koophandel’). In particular, the following situations are concerned: • legal entities that choose to prepare their annual accounts on the basis of IFRS; public interest entities (PIEs) as well as pension funds and healthcare institutions are regarded as large entities depending on their actual size. As a result, they do not for the time being have to file their annual reports and financial statements electronically (according to expectations, with effect from the financial year 2019); • if a small company decides to file as medium-sized for financial year 2016 (and not therefore use SBR), this is permitted, but subject to the condition that full annual accounts will then be prepared according to the regime for medium-sized (that is, including a mandatory audit). These annual accounts must then be filed on paper or in PDF format; • if a small company wishes to file more information than is possible using the SBR model for small companies, but does not wish to complete
medium-sized annual accounts, this is permitted. This may be both an additional specification (for example, a cash flow statement) or an audit certificate as a result of a voluntary audit. This company will still, however, have to file using SBR, although the filing of this additional information will not be supported by the online ‘File your own annual accounts’ service provided by the Chamber of Commerce. The company will therefore have to make its own arrangements for preparing such SBR annual accounts.
Online services To facilitate the transition to SBR, the Chamber of Commerce provides two online services that companies can use to prepare and file their annual accounts electronically: •T he online ‘File your own annual accounts’ service has been available for microenterprises and small companies for some time. Companies can use this service to prepare and file their own SBR annual accounts. •A service is being developed for medium-sized companies in which the company is only able to prepare the SBR annual accounts. Direct filing by the company is not possible because of the legally required audit (see below in this flyer). The online service for medium-sized companies will in fact be stopped again on 1 January 2023. EY has for a long time offered microenterprises and small companies the opportunity to prepare annual accounts not only on paper and in PDF format, but also in SBR format and to submit them to the Chamber of Commerce using the EY Client Portal. This service is currently being expanded with the preparation of SBR annual accounts for medium-sized and large companies.
Preparing your own SBR annual accounts In the medium term, we expect medium-sized and large companies that use Dutch financial software increasingly to start preparing their own annual accounts in SBR. More and more financial packages support SBR (or will do so in due course), so that the data required can more easily be retrieved from your own records. An important tool in this regard is the reference ledger schedule, RGS, which is supported by more and more software suppliers. The purpose of the RGS is to create a permanent link between a company’s bookkeeping and internal and external reports. With a standard link to taxonomies (such as the Dutch Taxonomy (NT) used by SBR), application of SBR becomes possible without annual updates by the company. The current version of the RGS, for example, is already linked to more than 50 SBR reports contained in the Dutch Taxonomy (NT).
SBR Assurance With the disappearance of paper annual accounts, the paper audit certificate with the ‘wet’ auditor’s signature (written in pen) also disappears for medium-sized and large legal entities. The NBA (the Netherlands Institute of Chartered Accountants) has devised a solution geared to the SBR requirement, the so-called ‘SBR Assurance solution’. This allows the auditor to audit SBR annual accounts, add an SBR auditor’s report to the SBR annual accounts, sign/certify both SBR documents digitally and send them via Digipoort (the SBR government portal). Intermediaries and software suppliers are busy integrating the SBR Assurance solution into their systems and the solution is expected to be available for voluntary use for clients of EY in the first half of 2017.
What other information can we expect? The coming year, EY will communicate regularly about the consequences of the SBR requirement and the support that EY can offer you in responding to this requirement. In addition to outsourcing the preparation of SBR annual accounts, this includes support with making your existing information systems and reporting processes suitable for the preparation of SBR reports independently. Appropriate preparation provides for a problem-free transition, and your company will immediately experience the benefits: fast, cost-efficient, reliable reports.
EY Netherlands contacts
• To arrange for your SBR annual accounts and returns Peter Verzaal Tel. +31 6 21 25 12 97 E-mail:
[email protected]
EY, international knowledge partner in SBR and XBRL EY is one of the founders of XBRL International, a global consortium with more than six hundred partner organisations. We also operate in many national XBRL jurisdictions, including XBRL Netherlands. In this way, EY makes an active contribution to the development and implementation of XBRL, SBR and SBR Assurance. We have many years’ experience of the rollout of XBRL in organisations in various countries, be it a matter of automated entry or tagging ‘paper’ reports to SBR/XBRL. EY Netherlands’ return preparation and filing practice has of course also switched to SBR and has advanced tools, methods and specialists at its disposal to provide you with outstanding support with the implementation of SBR. We were also the first audit firm in the Netherlands to provide assurance for SBR reports.
Standard Business Reporting (SBR) Standard Business Reporting (SBR) is a new method of electronic data exchange, between you as an economic operator and (among others) the government, the banks and your accountant. SBR uses eXtensible Business Reporting Language (XBRL), an internationally standardised ‘language’ for collecting and exchanging financial data. This data is linked to a taxonomy, a kind of dictionary: a classification with a precise definition of all the data elements and their relationships. Examples include ‘turnover’ and ‘selling costs’. The benefits of reporting in SBR:
• For conversion of previously prepared annual accounts Enrico Evink Tel. +31 6 21 25 26 39 E-mail:
[email protected] • For advice on the implementation of SBR Tom Vreeburg Tel. +31 6 21 25 28 37 E-mail:
[email protected] • For assurance for SBR reports Huub Lucassen Tel. +31 6 21 25 27 97 E-mail:
[email protected]
•E fficiency. With the right approach, your data is collected and converted to SBR once, but used for several purposes. The reports are also software-independent and easier to create, with less administrative work. • Higher quality. Errors in reports are identified and resolved sooner. Nor are there any more differences of interpretation, as the tax authorities, the Chamber of Commerce and the CBS all now use, or will use, the same language. •L ess retyping, fewer errors. The receiving party reads the SBR reports into its own system without any editing.
EY | Assurance | Tax | Transactions | Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate Legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. © 2016 Ernst & Young Accountants LLP. All Rights Reserved. ED None This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax or other professional advice. Please refer to your advisors for specific advice.
ey.com/nl
