Size criteria (groottecriteria)
The thresholds for balance sheet total, net turnover and number of employees that determine whether an entity is micro, small, medium-sized or large (art. 2:395a–2:397 DCC). Two of the three, two years in a row.
What do size criteria mean?
The thresholds for balance sheet total, net turnover and number of employees that determine whether an entity is micro, small, medium-sized or large (art. 2:395a–2:397 DCC). Two of the three, two years in a row.
Assess at least two of three measures: balance sheet total, net turnover and average number of employees. A change of class follows in principle after two consecutive balance sheet dates. Group data and special circumstances can influence the assessment.
How does it work?
An entity falls in a class if on two consecutive balance sheet dates it meets at least two of the three requirements of that class (art. 2:395a(1) DCC micro, art. 2:396(1) DCC small, art. 2:397(1) DCC medium-sized). A new entity is classified for the first and second financial year according to the balance sheet date of the first financial year (art. 2:398(1) DCC).
Assets count on the basis of acquisition and production cost, so without revaluation. A group head adds the assets, turnover and employees of the group companies that it would have to consolidate, unless it applies art. 2:408 (in each case paragraph 2). A public-interest entity, such as a bank or listed company, is never micro, small or medium-sized (art. 2:398(7) DCC).
Example
A BV has € 400.000 of assets, € 850.000 of net turnover and an average of 12 employees at the end of 2025. That is two of the three micro limits. At the end of 2024 the figures were € 380.000, € 790.000 and 11 employees, also two of the three. For 2025 the BV is therefore micro. If turnover rises to € 950.000 in 2026, it meets only one micro limit. For 2026 it remains micro; only if 2027 gives the same picture is it small for 2027.
Limits from financial year 2024
For financial years from 1 January 2024 these limits apply for balance sheet total, net turnover and average number of employees. Assess at least two of the three criteria on two consecutive balance sheet dates.
| Class | Balance sheet total | Net turnover | Average employees |
|---|---|---|---|
| micro | ≤ € 450.000 | ≤ € 900.000 | < 10 |
| small | ≤ € 7,5 million | ≤ € 15 million | < 50 |
| medium-sized | ≤ € 25 million | ≤ € 50 million | < 250 |
The BV in the example has twelve employees and therefore exceeds the micro limit for staff. With € 400.000 balance sheet total and € 850.000 net turnover it meets the other two micro limits. Then look at the preceding balance sheet date and, where applicable, the group data.
In the annual accounts
Determines presentation, notes, publication and audit for Title 9 entities.
Difference from the audit requirement
The size criteria classify the entity; the audit requirement is one of the consequences. Micro and small are exempt from an audit by an accountant (art. 2:396(7) DCC), medium-sized and large are not. Anyone who determines the classification wrongly, for example by not counting the subsidiaries, can unknowingly be subject to audit. See the audit requirement check.
Common mistakes
- Making a staff limit decisive on its own
- Using old thresholds
What to watch for
- Record the test every year with the figures of both balance sheet dates; the size class calculator recalculates them.
- RJ 315 recommends counting the average number of employees in man-years.
- The general meeting can decide, no later than six months after the start of the financial year, not to apply the exemptions of the class (art. 2:398(2) DCC).
Legal basis and source
art. 2:395a–398 DCC
Frequently asked questions
What if I exceed the limit in one year?
Then nothing changes yet. The class only changes when you no longer meet two of the three requirements on two consecutive balance sheet dates; from that second year the rules of the higher class apply.
Do the figures of my operating company count for the holding?
If the holding is at the head of a group, yes: it then adds the figures of the group companies that it would have to consolidate (art. 2:395a(2) and 2:396(2) DCC). A holding with few assets of its own can therefore still be small or medium-sized. A personal holding with one operating company is not always a group head; if it is not, it tests on its own figures (RJk M1.109).
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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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