When am I a small entity (kleine rechtspersoon)?

Short answer

From financial year 2024, small means two of three limits: €7.5 million assets, €15 million turnover and fewer than 50 employees.

Basis: art. 2:396 and 2:398 DCC

Which three limits apply from financial year 2024?

The two-of-three criterion means you do not have to meet all three. A company with a high turnover but a small balance sheet and few staff can still be small.

For financial years beginning on or after 1 January 2024, the KVK states for small: assets above the micro limit but no more than €7.5 million, net turnover up to €15 million and fewer than 50 employees. Legally you assess whether on at least two of three criteria the small upper limit is not exceeded. A BV with €8 million assets, €14 million turnover and 30 employees meets the small limit on turnover and employees. A BV with €9 million assets, €16 million turnover and 20 employees meets only one criterion and, under the required two-year test, no longer falls under small.

How does the test over consecutive years work?

The class is in principle assessed over consecutive balance sheet dates under art. 2:396(1) DCC. Art. 2:398(1) DCC contains a special rule for the first and second financial year. A single deviating year does not always change the classification immediately.

A single large project in one year does not in principle change the classification immediately. The statutory rule looks at consecutive balance sheet dates and has special rules for the first and second financial year. Keep the three values in an overview per year; note the basis of the asset value, the definition of net turnover and the average number of employees. Compare the figures with the limit that belongs to the financial year concerned. The thresholds were raised as of 2024; do not apply them retroactively to every older year. Keep the test because it affects publication, notes and audit.

When do group companies count?

For a group, the consolidated figures apply for the test. A small company within a large group is not simply small for this assessment.

If the BV has subsidiaries, their assets, turnover and employees may count in the size classification. A holding company with only €100,000 of assets of its own may therefore still fall outside the small class when an operating company has €20 million turnover and 100 employees. Do not look only at the holding company's KVK extract. Assess the group and possible eliminations under the statutory rules and document the calculation. Even where a consolidation exemption exists, the group size may be relevant for the size criteria. After a new acquisition, go through the classification again before you fix the publication version or audit planning.

Example with two of three criteria

Suppose a BV with €6 million assets, €18 million net turnover and an average of 35 employees. For a financial year from 2024 it is within the small limits for assets and employees, but not for turnover. If the statutory test over consecutive balance sheet dates and the group data also support this outcome, it can therefore still be small. If the average staff number changes to 60, it meets only the assets criterion and the classification must be reassessed. A single snapshot of the closing balance is insufficient for the employee criterion: use the average over the financial year.

Check the balance sheet value on the statutory basis and include relevant group companies. When a subsidiary has €4 million assets and the holding company €5 million, the group measure may be higher than the limit, although intra-group items must be processed under the correct rules. Put the three calculations for two years side by side, with source and date. The class determines more than a label: it affects the scope of the notes, the publication and whether an audit is needed. For old financial years, use the limit amounts that applied for those years. For a complex group, consult the exceptions before you fix the publication version.

Sources

• KVK: limits and content per class
• KVK: annual accounts micro and small

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