- for groups of limited size
A parent company is one that controls one or more subsidiaries. Companies that form a consortium are treated as a parent company (Art 1:26 CCA).
Such companies are considered a group of limited size if they exceed no more than one of the following criteria (on a consolidated basis):
| Financial period starting | before 01/01/2024 | from 01/01/2024 |
|---|---|---|
| Headcount | 250 FTE | 250 FTE |
| Annual turnover (excluding VAT) | 34.000.000 euro | 42.500.000 euro |
| Balance sheet total | 17.000.000 euro | 21.250.000 euro |
In the case of a group of limited size, the parent company is exempt from consolidation.
Otherwise, consolidated annual accounts must be filed.
FAQ – Groups of limited size
1. Which consolidation method can be used?
The full consolidation method implies that the size criteria are assessed based on figures for the entire group and in accordance with the provisions on consolidation laid out in the Royal Decree implementing the CCA, meaning, amongst other things, that for wholly owned subsidiaries, the omissions and setoffs mentioned in Articles 3:127, 3:134 and 3:136 RD CCA are applied in accordance with the full consolidation method. For jointly held subsidiaries and other companies in which a stake is held, the provisions on proportional integration or the equity method are applied.
The assessment based on figures for the entire group applies not only to the ultimate parent company, but also to all other companies in the group that are themselves parent companies.
For the headcount criterion, the average number of employees per company of all affiliated companies is totaled.
Full consolidation is administratively burdensome for companies belonging to a group of limited size. Under the “simplified method”, the parent company can add up the turnover and balance sheet total of all affiliated companies for assessment purposes. The threshold amounts for turnover and the balance sheet total are then increased by 20%.
Thresholds for small and large parent companies:
|
Headcount |
50 FTE |
|
Annual turnover (excluding VAT) |
€10.800.000 |
|
Balance sheet total |
€5.400.000 |
More information and examples: see CBN/CNC Opinion 2022/03.
2. Does a subsidiary have to file consolidated annual accounts in addition to its individual or statutory annual accounts?
No, a subsidiary which is not itself a parent company is considered a “small company” and therefore does not have to file consolidated annual accounts, provided it does not exceed the thresholds for a small company on a standalone basis.
3. How and when are the figures tested? What happens if the consolidated companies have different closing dates?
The figures are tested on the closing date of the parent company’s annual accounts, based on the latest annual accounts of the subsidiaries to be consolidated.
4. What happens if the thresholds are (or are no longer) exceeded?
If more than one of the three thresholds mentioned in Article 1:24 or 1:25 CCA are exceeded or no longer exceeded, there will only be consequences if this occurs for two consecutive financial years. This is referred to as the consistency principle.
For more information, see CBN/CNC Opinion 2022/03.
5. How is the headcount calculated?
Average headcount is the average number of employees expressed as full-time equivalents (FTE) recorded in the DIMONA database at the end of each month of the financial year.
For more information, see CBN/CNC Opinion 2022/03.
6. How is (annual) turnover calculated?
Turnover is the amount generated by the sale of goods and the provision of services to third parties in the ordinary course of business less authorised discounts (reductions, rebates, etc.), VAT and any other tax associated with turnover (source: Art 3:90 RD CCA)
- Derogation:
If more than 50% of the company’s revenue consists of revenue that does not meet the abovementioned definition, turnover is total operating and financial revenue excluding non-recurring revenue.
- Companies with a financial year of more or less than 12 months
(source: Art 1:24 §5 CCA)
The assessment is made on a consolidated basis if the company is affiliated to one or more other companies, i.e. if it:
- has one or more subsidiaries
- is itself a subsidiary
- is part of a group of companies
In this case, the “annual average headcount” criterion is determined by adding up the annual average number of employees of each affiliated company, while “annual turnover” and “balance sheet total” are calculated on a consolidated basis.
(source: Art 1:24 §6 CCA)