Dutch annual accounts of a small entity
No audit and no management report, but a balance sheet with notes that becomes public. That is what art. 2:396 DCC asks of a small Dutch BV, NV or cooperative.
The short answer
An entity is small if, on two consecutive balance sheet dates, it meets two of three requirements: balance sheet total of at most € 7,5 mln, net turnover of at most € 15 mln, fewer than 50 employees (art. 2:396(1) DCC). It prepares a limited balance sheet, profit and loss account and notes. Only the balance sheet and notes become public. An audit and a management report are not mandatory.
Updated 30 October 2026
Key facts
| Legal basis | art. 2:396 DCC |
| Limits from financial year 2024 | balance sheet total € 7,5 mln, net turnover € 15 mln, fewer than 50 employees |
| Preparation | limited balance sheet, profit and loss account with gross operating result, limited notes |
| Making public | balance sheet and notes (art. 2:396(8) DCC) |
| Not mandatory | management report, other information and audit by an accountant (art. 2:396(7) DCC) |
| Number in the Netherlands | about 365.900 small entities in the KVK (Dutch Chamber of Commerce) return for 2022; an estimated 62.200 of them became micro because of the higher limits (explanatory memorandum, Stb. 2024, 52) |
When is an entity small?
You are small if you are not micro and still stay within art. 2:396(1) DCC. The test is the same as in the other classes: two of three requirements, on two balance sheet dates in a row.
| Requirement | Small from financial year 2024 | Small up to and including 2023 | Below that: micro |
|---|---|---|---|
| Value of the assets | ≤ € 7,5 mln | € 6 mln | € 450.000 |
| Net turnover | ≤ € 15 mln | € 12 mln | € 900.000 |
| Average number of employees | < 50 | < 50 | 10 |
Transition, first financial year and group
- Switching. If you exceed the limits on one balance sheet date, you remain small. At the second consecutive excess, that second financial year falls under the medium-sized regime, with an audit requirement.
- First financial year. The balance sheet date of the first financial year decides for the first and the second financial year (art. 2:398(1) DCC); see the guide to the first annual accounts.
- Group. You count the group companies that would fall within a consolidation, except where art. 2:408 DCC is applied (art. 2:396(2) DCC).
- Foundation or association with an enterprise. Decisive are the total assets of the entity and the turnover and employees of the enterprise (art. 2:398(5) DCC).
If in doubt, enter both balance sheet dates in the size class calculator; the concepts are at the size criteria.
What does a small entity prepare?
| Component | Content | Paragraph of art. 2:396 |
|---|---|---|
| Balance sheet | the main items of art. 2:364 DCC, with equity per item and the long-term part of receivables and liabilities | paragraph 3 |
| Profit and loss account | net turnover, change in stocks, other operating income and the cost of raw materials and consumables and other external costs are combined into one item, gross operating result; wages, depreciation and financial items remain visible | paragraph 4 |
| Notes | limited; see the table below | paragraph 5 |
| Valuation | Title 9, or the tax principles if you apply all of them and state this in the notes | paragraph 6 |
| Falls away | management report, other information, statement of profit appropriation and audit | paragraph 7 |
The law does not require a cash flow statement. The models and the elaboration per item are in the RJk standards (Dutch Accounting Standards for micro and small entities). More about the choice for tax principles is at the tax annual accounts.
What becomes public?
The disclosure requirement is limited to the limited balance sheet and the notes (art. 2:396(8) DCC). You do not file the profit and loss account.
| Document | Prepare | File |
|---|---|---|
| Balance sheet | yes | yes |
| Profit and loss account | yes | no |
| Notes | yes | yes, without the events after the balance sheet date (art. 2:380a DCC) |
| Management report | no | no |
| Auditor's report | no | no |
Exception for those that do not aim for profit: the entity does not have to file if it provides the documents free of charge on request to creditors and shareholders and files an accountant's statement with the Business Register (art. 2:396(9) DCC). The KVK names the pension BV and the stamrecht BV (a BV holding a director's severance entitlement) as examples.
The notes of a small entity
In the notes, small differs most from micro. They are mandatory, but shorter than for larger entities.
| Include | Basis |
|---|---|
| Name, legal form and registered office of the entity and the KVK number | art. 2:380b DCC |
| Accounting policies (principles of valuation and determination of result), per item | art. 2:384(5) DCC |
| Obligations not included in the balance sheet | art. 2:381(1) DCC |
| Average number of employees | art. 2:382 DCC, limited by art. 2:396(5) DCC |
| Loans, advances and guarantees provided to directors and supervisory directors | art. 2:383(2) DCC |
| Security provided and liabilities assumed | art. 2:375(3) DCC and art. 2:376 DCC |
| Movement of the revaluation reserve | art. 2:378(1) DCC |
| Events after the balance sheet date (not in the filed version) | art. 2:380a DCC |
| Name and place of residence of the company that consolidates the group part | art. 2:396(5) DCC |
| The standards under which the annual accounts are prepared | art. 2:362(10) DCC |
| The items of equity | art. 2:373 DCC |
| Receivables longer than one year and liabilities longer than one and five years, as a total | art. 2:370(2) DCC, art. 2:375(2) DCC |
| The retained part of the result | art. 2:396(3) DCC |
Among others, the list of participating interests (art. 2:379 DCC), the turnover segmentation (art. 2:380 DCC), the auditors' fees (art. 2:382a DCC) and the remuneration of directors (art. 2:383(1) DCC) fall away.
Audit requirement: not for small
According to art. 2:396(7) DCC, art. 2:393(1) DCC does not apply. A small entity does not have to commission an examination of the annual accounts, not even if it is an NV or a cooperative.
Still, an accountant may come into the picture: the articles of association, a bank or a buyer may ask for an audit or review report. If you are nearing the limits, do not wait until after the balance sheet date to look for an accountant; the audit requirement check shows where you stand.
Filing with the KVK
Small entities have filed via SBR since the financial years from 1 January 2016. You choose between the Zelf Deponeren portal of the KVK, in which you enter the stand-alone annual accounts, and financial software with which your bookkeeper or accountant submits an XBRL file via Digipoort.
- Period. Within eight days after adoption and no later than twelve months after the financial year (art. 2:394(1) and (3) DCC).
- Not adopted in time. If the annual accounts are still not adopted two months after the preparation period, the board files the prepared version with that notation (art. 2:394(2) DCC).
- Legal form. A BV or NV prepares within five months (art. 2:210(1) DCC, art. 2:101(1) DCC), a cooperative or mutual insurance association within six (art. 2:58(1) DCC).
Step by step: filing annual accounts with the KVK and preparing publication documents. You get your own dates from the filing deadline calculator.
Worked example: an installation company at the limit
| Balance sheet date | Balance sheet total | Net turnover | Employees | Within the limits of small | Regime |
|---|---|---|---|---|---|
| 31-12-2024 | € 6,9 mln | € 14,2 mln | 46 | 3 of 3 | small |
| 31-12-2025 | € 7,8 mln | € 15,6 mln | 48 | 1 of 3 | small |
| 31-12-2026 | € 8,1 mln | € 16,4 mln | 52 | 0 of 3 | medium-sized |
The 2025 annual accounts remain small: no accountant, no management report, no profit and loss account in the Business Register. The 2026 annual accounts are the first under art. 2:397 DCC. Then the general meeting commissions an accountant (art. 2:393(2) DCC), the board prepares a management report and the profit and loss account is filed too. Had the BV had 48 employees and € 14,9 mln turnover again on 31 December 2026, it would have met two requirements and stayed small.
Small next to micro and medium-sized
| Subject | Micro | Small | Medium-sized |
|---|---|---|---|
| Upper limit balance sheet total | € 450.000 | € 7,5 mln | € 25 mln |
| Upper limit net turnover | € 900.000 | € 15 mln | € 50 mln |
| Employees fewer than | 10 | 50 | 250 |
| Notes | none | limited | almost complete |
| Profit and loss account public | no | no | yes, simplified |
| Management report | no | no | yes |
| Audit by an accountant | no | no | yes |
| Tax principles allowed | yes | yes | no |
The neighbours in detail: the micro entity and the medium-sized entity.
Common mistakes
- Using the filed version as the internal annual accounts. The events after the balance sheet date and the profit and loss account do belong in the adopted documents.
- Leaving out loans to the DGA: art. 2:383(2) DCC also applies to small; see current account DGA.
- Applying tax principles for part of the items. It is all or nothing.
- Thinking that one year above the limit immediately triggers an audit requirement.
Small annual accounts in Jaarrekening.io
From your trial balance or XAF audit file, Jaarrekening.io prepares the balance sheet, the profit and loss account and an editable draft of the notes. The app also produces a publication version without profit and loss account and without the events after the balance sheet date. For financial years 2023 up to and including 2026, the app also produces an XBRL file: a validation candidate that you have checked with SBR software or by your accountant before use. In the KVK portal you copy the figures yourself; submitting is done by you. Small annual accounts cost € 500 excl. VAT per financial year; the first annual accounts in your account are free.
Sources
- Art. 2:396 DCC (small entity)
- Art. 2:398 DCC (first financial year and exceptions)
- Art. 2:394 DCC (disclosure)
- Staatsblad 2024, 52 (increase of the limits)
- KVK: filing micro and small
- KVK: what the annual accounts consist of
- KVK: filing or not
- Raad voor de Jaarverslaggeving (Dutch Accounting Standards Board): RJk standards
Frequently asked questions
As a small entity, may I use the tax figures as the annual accounts?
Yes, under conditions. Art. 2:396(6) DCC allows you to value according to the principles for taxable profit from the Wet op de vennootschapsbelasting 1969 (Dutch Corporate Income Tax Act), provided you apply all tax principles that apply to you and state this in the notes. The layout and the disclosure requirements of Title 9 continue to apply.
Must a small holding prepare consolidated accounts?
Usually not. Consolidation may be omitted if the group, on consolidation, stays within the limits of art. 2:396 DCC, no company to be consolidated is a public-interest entity and the general meeting does not object within six months after the start of the financial year (art. 2:407(2) DCC).
Which loans to the DGA must I disclose?
The loans, advances and guarantees that the entity and its subsidiaries have provided to directors and supervisory directors. You state the outstanding amounts, the amounts written down and the amounts waived, the interest rate, the main other terms and the repayments in the financial year (art. 2:383(2) DCC).
Does a pension BV or stamrecht BV have to file?
Not always. If it falls in the micro or small class and does not aim for profit, it can use art. 2:396(9) DCC. It then files a statement from an accountant that it has carried out no activities outside its stated purpose, and provides the balance sheet and notes on request to creditors and shareholders.
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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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