Audit requirement
The audit requirement (controleplicht) is the statutory obligation to have the annual accounts audited by a qualified accountant. In principle this applies to medium-sized and large Dutch legal entities.
What does audit requirement mean?
The audit requirement (controleplicht) is the statutory obligation to have the annual accounts audited by a qualified accountant. In principle this applies to medium-sized and large Dutch legal entities.
The statutory audit concerns the annual accounts of a legal entity that does not fall under the relevant exemptions. Size is assessed at group level where applicable. An auditor's report is something different from a compilation report.
How does it work?
Art. 2:393(1) DCC obliges the legal entity to commission an examination of the annual accounts by a registeraccountant (RA) or an accountant-administratieconsulent (AA) authorised to do so. Micro and small legal entities are exempt (art. 2:395a(6) DCC and art. 2:396(7) DCC). The obligation therefore starts at medium-sized: for an entity that on two consecutive balance sheet dates no longer meets at least two of the three criteria for small. Those criteria are assets up to € 7,5 million, net turnover up to € 15 million and an average of fewer than 50 employees.
The general meeting gives the engagement; if it does not, the supervisory board does, and otherwise the board (paragraph 2). Without an accountant's report the annual accounts cannot be adopted, unless a lawful ground for its absence is stated (paragraph 7). Any interested party can demand compliance (paragraph 8), and a breach of paragraph 1 is an economic offence (art. 1(4°) Wet op de economische delicten, the Dutch Economic Offences Act). A group company that applies the 403 exemption (group exemption) is exempt (art. 2:403(3) DCC).
Example
At the end of 2024 a BV has € 8,1 million of assets, € 16,2 million of turnover and 44 employees. At the end of 2025 these are € 8,6 million, € 17,5 million and 47 employees. On both balance sheet dates it exceeds two of the three limits for small: assets and turnover. For financial year 2025 it is medium-sized and subject to the audit requirement. For 2024, the first year above the limits, it was still small, provided it met the criteria for small at the end of 2023.
In the annual accounts
For medium-sized and large entities; the report belongs with the published documents by law.
Difference from a voluntary audit
The audit requirement follows from the law. A small legal entity agrees to a voluntary audit because a bank, grant provider or buyer asks for it, or because the articles of association prescribe it. The accountant's work is the same; the difference lies in the consequences. Without a statutory obligation, the absence of a report does not stand in the way of adoption and is not an economic offence.
Common mistakes
- Linking the audit requirement to turnover alone
- Presenting a compilation as an audit
What should you watch for?
- Test the three criteria every year with the figures of the whole group; the audit requirement check runs through them.
- In the first and second financial year the first balance sheet date decides (art. 2:398(1) DCC).
- Withdrawal is only possible for well-founded reasons. A difference of opinion about the reporting or the audit work is not one (art. 2:393(2) DCC). More in Audit requirement.
Legal basis and source
art. 2:393 and 2:396 DCC
Frequently asked questions
From when is a BV subject to the audit requirement?
From the second consecutive financial year in which it exceeds at least two of the three limits of a small legal entity: more than € 7,5 million of assets, more than € 15 million of net turnover, 50 or more employees. A newly incorporated BV that exceeds the limits immediately is subject to it already in the first financial year.
What happens if a BV subject to the audit requirement does not engage an accountant?
The annual accounts cannot then be validly adopted, interested parties can demand compliance and the legal entity commits an economic offence.
Read more
Preparing Dutch annual accounts?
Your first set of annual accounts is free, for every size class. Create an account and prepare the annual accounts of your Dutch company under Title 9 of Book 2 of the Dutch Civil Code.
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