Dutch annual accounts of a medium-sized entity
From this class on, the audit requirement and management report apply and the profit and loss account becomes public too. Art. 2:397 DCC still allows a few simplifications.
The short answer
An entity is medium-sized if it is not small and, on two consecutive balance sheet dates, meets two of three requirements: balance sheet total of at most € 25 mln, net turnover of at most € 50 mln, fewer than 250 employees (art. 2:397(1) DCC). An audit by an accountant and a management report then apply. Balance sheet, profit and loss account and notes become public, partly simplified.
Updated 30 October 2026
Key facts
| Legal basis | art. 2:397 DCC; audit in art. 2:393 DCC, management report in art. 2:391 DCC |
| Limits (financial year 2024 and later) | balance sheet total € 25 mln, net turnover € 50 mln, fewer than 250 employees |
| Management report | mandatory; non-financial performance indicators may be omitted (art. 2:397(8) DCC) |
| SBR requirement | financial years from 1 January 2017; for group companies of a large group head from 1 January 2025 |
| Number in the Netherlands | about 10.200 medium-sized entities in the KVK (Dutch Chamber of Commerce) return for 2022; an estimated 1.800 of them became small (explanatory memorandum, Stb. 2024, 52) |
When is an entity medium-sized?
The provision begins with 'subject to article 396' (art. 2:397(1) DCC). An entity is therefore medium-sized if it is not small but, on two consecutive balance sheet dates, does meet two or three of these requirements.
| Requirement | Lower limit (small) | Upper limit medium-sized | Upper limit up to and including 2023 |
|---|---|---|---|
| Value of the assets | € 7,5 mln | € 25 mln | € 20 mln |
| Net turnover | € 15 mln | € 50 mln | € 40 mln |
| Average number of employees | 50 | fewer than 250 | fewer than 250 |
The class changes only after two balance sheet dates. An entity that ends outside the limits of small two years in a row is medium-sized in that second year. An entity that exceeds the upper limit two years in a row is large in the second year.
- Group. The figures of group companies to be consolidated count, unless the entity applies art. 2:408 DCC (art. 2:397(2) DCC). An intermediate holding that does not consolidate because a parent does so then tests its own figures.
- First financial year. The first balance sheet date determines the regime for two financial years (art. 2:398(1) DCC).
- Public interest. Listed companies, banks and insurers cannot use the simplifications (art. 2:398(7) DCC).
Test two balance sheet dates at once with the size class calculator; the explanation is at the size criteria.
What do you prepare?
| Component | Requirement | Basis |
|---|---|---|
| Balance sheet | in full, with all breakdowns of section 3 | art. 2:364 DCC and following |
| Profit and loss account | the items up to and including gross operating result may be combined; you then state as a ratio how much net turnover has risen or fallen | art. 2:397(3) DCC |
| Notes | in full, apart from a few disclosures | art. 2:397(4) and (6) DCC |
| Cash flow statement | not in the law, but in the Dutch Accounting Standards (RJ 360) | RJ standards |
| Management report | analysis of position, development and results, the principal risks and the expected course of business | art. 2:391 DCC |
| Other information | including the auditor's report and the statutory provision on profit appropriation | art. 2:392 DCC |
| Consolidated accounts | for the head of a group, unless an exemption applies | art. 2:406 DCC |
Tax valuation principles are not allowed in this class.
What do you make public?
Almost everything goes to the Business Register. However, art. 2:397(5) DCC allows the filed balance sheet to contain fewer breakdowns than the adopted one, and the profit and loss account and notes to be published in the simplified form of paragraphs 3 and 4. That is allowed, not required.
| Document | Public | Particularity |
|---|---|---|
| Management report | yes | may also be available for inspection at the office, with notice to the Business Register (art. 2:394(4) DCC) |
| Balance sheet | yes | the KVK speaks of a 'somewhat simplified balance sheet' |
| Profit and loss account | yes | with gross operating result as one item |
| Notes | yes | without the disclosures that paragraph 4 excepts |
| Auditor's report | yes | part of the other information (art. 2:392(1)(a) DCC) |
| Special control rights and non-voting shares | no | art. 2:397(7) DCC |
The notes: almost complete
The notes follow sections 5 and 6 of Title 9, with a limited number of exceptions.
| Disclosure | Medium-sized | Basis |
|---|---|---|
| Net turnover by line of business and by area | not required | art. 2:397(4) DCC |
| Fees of the external auditor | not required | art. 2:397(4) DCC |
| Arrangements not included in the balance sheet | only nature and business purpose | art. 2:397(6) DCC |
| Related parties | not required; for an NV limited to transactions with the principal shareholders, directors and supervisory directors | art. 2:397(6) DCC |
| Remuneration of the board and supervisory directors | required; a disclosure traceable to one person may be omitted | art. 2:383(1) DCC |
| Participating interests | required | art. 2:379 DCC |
| Movement of fixed assets and equity | required | art. 2:368 DCC and art. 2:378 DCC |
Audit requirement
A medium-sized entity commissions an examination of the annual accounts (art. 2:393(1) DCC). The general meeting has the power to do so; if it does not, the supervisory board, and otherwise the board (paragraph 2).
- Who may audit. A registered accountant (RA) or an accountant-administratieconsulent (AA) with the authorisation in the accountants' register that the article names.
- What he examines. Whether the annual accounts give the required view and comply with the law, and whether the management report is consistent with them and contains no material misstatements (paragraph 3).
- The outcome. An unqualified opinion, a qualified opinion, an adverse opinion or a disclaimer of opinion (paragraph 6).
- No report, no adoption. The competent body must have been able to take note of the report, unless a lawful ground for its absence has been communicated (paragraph 7).
- Sanction. Not commissioning is an economic offence: art. 1 under 4° of the Wet op de economische delicten (Dutch Economic Offences Act) names art. 2:393(1) DCC.
Exception: a group company that applies art. 2:403 DCC. More at audit requirement and auditor's report.
Filing: SBR, portal and periods
Medium-sized entities file via SBR for financial years from 1 January 2017 (art. 2(2) Besluit elektronische deponering handelsregister, the Dutch decree on electronic filing with the Business Register). The KVK names two routes: upload the annual accounts in the Zelf Deponeren portal, or have them submitted with financial software, for which a PKIoverheid certificate is needed.
- The auditor's report goes along, in the same format as the annual accounts (art. 3a of the decree).
- Format: XBRL on a fixed framework, or iXBRL if the annual accounts have their own items or their own layout.
- Periods: prepare within five months (BV and NV), file within eight days after adoption and no later than twelve months after the financial year (art. 2:394 DCC).
- If the audit takes more time, the shareholders can extend the preparation period by at most five months. The limit of twelve months does not move with it.
Check the dates with the filing deadline calculator; the concepts are at SBR and XBRL.
Worked example: a wholesaler between small, medium-sized and large
| Balance sheet date | Balance sheet total | Net turnover | Employees | Within the limits of medium-sized | Regime |
|---|---|---|---|---|---|
| 31-12-2024 | € 22,0 mln | € 46 mln | 210 | 3 of 3 | medium-sized |
| 31-12-2025 | € 26,5 mln | € 53 mln | 240 | 1 of 3 | medium-sized |
| 31-12-2026 | € 28,0 mln | € 57 mln | 262 | 0 of 3 | large |
For 2026 the simplifications fall away: the profit and loss account shows turnover and types of expense separately, the notes contain the turnover segmentation and the auditors' fees, and everything becomes public in full. The audit requirement was already there. The reverse movement works the same way: if a medium-sized BV ends 2025 and 2026 at € 7,2 mln balance sheet total and 45 employees, it is small for 2026 and the audit requirement lapses for that financial year.
Medium-sized next to small and large
| Subject | Small | Medium-sized | Large |
|---|---|---|---|
| Audit by an accountant | no | yes | yes |
| Management report | no | yes, limited | yes, in full |
| Profit and loss account in the Business Register | no | yes, with gross operating result | yes, in full |
| Turnover segmentation and auditors' fees | no | no | yes |
| Cash flow statement (RJ 360) | no | yes | yes |
| SBR mandatory from financial year | 2016 | 2017 | 2025 |
For the neighbouring classes see the small entity and the large entity.
Common mistakes
- Noticing the audit requirement too late. Test the limits at every balance sheet date and look for the accountant before the end of the second year.
- Forgetting the management report. It is prepared within the same period as the annual accounts (art. 2:210(1) DCC).
- Mixing up the adopted and the filed version. Paragraph 5 only simplifies the disclosure.
Medium-sized in Jaarrekening.io
With Jaarrekening.io you prepare the file that the accountant audits: balance sheet, profit and loss account and editable drafts of the notes and management report, with amounts from fixed calculation rules. The app does not audit and does not issue a report. In this class the publication version keeps the full balance sheet; the app does not yet apply the optional limitation of art. 2:397(5) there. For financial years 2023 up to and including 2026, the app produces an XBRL file as a validation candidate, with the balance sheet in the form of paragraph 5, because the KVK model for medium-sized has no finer layout; the auditor's report is not in it and goes along as a separate file. Filing runs via the KVK portal, your accountant or SBR software. Price: € 2.000 excl. VAT per set of annual accounts, once per financial year; the first annual accounts in your account are free.
Sources
- Art. 2:397 DCC (medium-sized entity)
- Art. 2:398 DCC (first financial year and exceptions)
- Art. 2:393 DCC (audit by an accountant)
- Art. 2:394 DCC (disclosure)
- Art. 2:403 DCC (group exemption)
- Staatsblad 2024, 52 (increase of the limits)
- Besluit elektronische deponering handelsregister (decree on electronic filing with the Business Register)
- Wet op de economische delicten (Dutch Economic Offences Act)
- KVK: filing medium-sized
- Raad voor de Jaarverslaggeving (Dutch Accounting Standards Board): RJ standards (medium-sized and large)
Frequently asked questions
From which financial year does the audit requirement apply if my BV grows?
From the second financial year in a row in which you end outside the limits of the small entity on the balance sheet date. In the first year of excess you remain small. A new entity that is already too large for small on the first balance sheet date falls straight into the heavier regime (art. 2:398(1) DCC).
May an AA audit the annual accounts of a medium-sized BV?
Yes, if the authorisation named in art. 2:393(1) DCC has been entered in the accountants' register (art. 36(2)(i) Wet op het accountantsberoep, the Dutch Audit Profession Act). Without that authorisation an accountant-administratieconsulent may not carry out the statutory audit.
Must the management report go to the KVK?
In principle yes: it is made public at the same time as the annual accounts. The alternative: the report is available for inspection at the office for anyone, anyone who asks receives a copy at no more than cost price, and the entity gives notice of this to the Business Register (art. 2:394(4) DCC).
Must a medium-sized BV include a cash flow statement?
Book 2 of the Dutch Civil Code does not prescribe it. The Dutch Accounting Standards do so for medium-sized and large entities (RJ 360). Because the annual accounts must meet standards that are acceptable in society, the cash flow statement belongs in them in practice.
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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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