Statutory audit requirement in the Netherlands

The short answer

Under art. 2:393 DCC a Dutch company within Title 9 must have its annual accounts audited by a registeraccountant, an AA with an audit endorsement or a statutory auditor. Micro and small entities are exempt (arts 2:395a(6) and 2:396(7)), as is a subsidiary using the 403 exemption. Medium-sized and large entities need the audit, and without a required auditor's report the accounts cannot be adopted.

Updated 30 October 2026

Key facts

Who needs an audit

The size class follows from two of three criteria on two consecutive balance sheet dates, including the figures of group companies the entity would have to consolidate, and in the first financial year from the first balance sheet date alone (art. 2:398(1) DCC). The size-class guide gives the full table. One detail is often missed: the general meeting can decide, within six months after the start of a financial year, not to apply the size exemptions for that year (art. 2:398(2) DCC). If it does so for a small company, the audit exemption falls away with the others.

Who may audit and who appoints

Article 2:393(1) DCC names three kinds of auditor: a registeraccountant (RA), an Accountant-Administratieconsulent (AA) with an audit endorsement in the accountants' register, and a statutory auditor within the meaning of the Dutch audit firms supervision act. The engagement may be given to the firm in which such auditors work. A public-interest entity must tell the Dutch Authority for the Financial Markets (AFM) which auditor it intends to engage before it does so.

The general meeting has the power to engage the auditor. If it does not act, the supervisory board may, and if there is none, the management board (art. 2:393(2) DCC). No binding nomination can restrict the choice. The engagement can be withdrawn only for good reasons, and a disagreement about accounting methods or audit procedures is expressly not one; the board and auditor notify the AFM of an early termination. For a foreign-owned BV this means the shareholder resolution engaging the auditor belongs in the corporate file, not only the engagement letter.

What the auditor examines and reports

The auditor examines whether the accounts give the insight required by art. 2:362(1) DCC and comply with the law, whether the management report has been drawn up under Title 9, is consistent with the accounts and contains no material misstatements, and whether the other information required has been added (art. 2:393(3) DCC). The auditor reports to the supervisory board and the management board, including findings on the reliability and continuity of automated data processing (lid 4), and expresses the result in an auditor's report (controleverklaring).

That report states which accounts were audited, under which rules, the scope of the audit, the opinion, any emphasis of matter and any material uncertainty about going concern (lid 5). Its form is unqualified, qualified, adverse or a disclaimer of opinion (lid 6). The report forms part of the other information (art. 2:392(1)(a) DCC) and is filed with the accounts. A medium-sized entity may simplify what it publishes (art. 2:397 DCC); the audit still covers the full accounts as prepared.

Without an auditor's report

De jaarrekening kan niet worden vastgesteld, indien het daartoe bevoegde orgaan geen kennis heeft kunnen nemen van de verklaring van de accountant, die aan de jaarrekening moest zijn toegevoegd, tenzij onder de overige gegevens een wettige grond wordt medegedeeld waarom de verklaring ontbreekt.

Unofficial translation: the annual accounts cannot be adopted if the competent body has not been able to take note of the auditor's report that had to be added, unless the other information states a lawful ground for its absence. In practice the lawful grounds are an exemption, such as small size or the 403 exemption. ‘The auditor is not finished yet’ is not one.

• Without adoption the eight-day filing clock never starts, but the board must still file the prepared accounts, marked as not adopted, once two months have passed after the preparation deadline (art. 2:394(2) DCC), and in any event within twelve months after year end.
• The other information must then state why the auditor's report is missing (art. 2:392(1)(a) DCC).
• Failing to engage an auditor at all breaches art. 2:393(1) DCC, which the Economic Offences Act lists as an economic offence, in the same category as missing the twelve-month filing deadline.
• Any interested party can ask the court to order the company to comply with the audit duty (art. 2:393(8) DCC).

Worked example: a BV that crosses into medium-sized

This fictitious BV fails the small test for the first time at the end of 2024. One date is not enough to change class, so 2024 is still small and unaudited. At the end of 2025 it fails again, so financial year 2025 is the first medium-sized year: the 2025 accounts need an audit, a management report and the medium-sized publication. The general meeting should engage the auditor during 2025, early enough to observe the year-end stock count, rather than in spring 2026. If the 2026 figures drop back to €7.0 million assets and €14.0 million turnover, 2026 remains medium-sized; only a second small year, 2027, brings the BV back under the exemption.

Audit, review or compilation

A small company may still choose or be asked for assurance. A bank, subsidy provider or investor may want a voluntary audit, a review (beoordelingsopdracht) with limited assurance, or a compilation (samenstellingsopdracht) in which an accountant assembles the accounts without giving assurance. None of these is the statutory audit of art. 2:393, and a compilation report is not a controleverklaring. The Dutch explainers on the compilation report and the review report describe the difference.

Jaarrekening.io and the audit

Jaarrekening.io derives the size class from your figures and shows whether the audit duty of art. 2:393 applies. For a medium-sized or large entity it prepares the file your auditor examines; it is not an auditor and does not issue any form of assurance. The application will not record the accounts as adopted for an entity that needs an audit until the auditor's report is in the file, unless the other information states a lawful ground, which it accepts only for the absence of an audit duty or the 403 exemption. Its screens and reports are Dutch-language.

Sources

• Dutch Civil Code, art. 2:393 (in Dutch)
• Dutch Civil Code, art. 2:396 (in Dutch)
• Dutch Civil Code, art. 2:398 (in Dutch)
• Economic Offences Act (Wet op de economische delicten, in Dutch)
• KVK: business classes

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