Articles 2:382 and 2:382a DCC: staff and the auditor's fees
Article 2:382 DCC requires the average number of employees in Dutch annual accounts; article 2:382a DCC the fees of the external auditor, split into four types of work.
The short answer
Article 2:382 DCC requires disclosure of the average number of employees, broken down according to the organisation of the business, with the number working outside the Netherlands; with a functional profit and loss account also the wages and social security charges. Small states only the average number. Article 2:382a requires the fees of the external auditor in four categories; that applies to large only.
Updated 30 October 2026
Key facts
| 2:382 | Small (only the average number, art. 2:396(5) DCC), medium-sized and large; not for micro (art. 2:395a(6) DCC) |
| 2:382a | Large only: not for small (art. 2:396(5) DCC) and medium-sized (art. 2:397(4) DCC) |
| No omission | The disclosure of 2:382 may not be omitted because of minor importance (art. 2:363(3) DCC) |
| Group exemption 2:382a | Paragraph 3: not needed if the fees are in the consolidated annual accounts of the parent |
| Elaboration | RJ 271 and RJk B14 (payroll costs), RJ 390.3 (fees) |
Article 2:382: the average number of employees
The average number of employees working at the entity during the financial year shall be disclosed, broken down in a manner geared to the organisation of the business. The company shall in doing so state the number of employees working outside the Netherlands. If article 377(3) has not been applied in the profit and loss account, the data required there under e and f shall be disclosed.
What this means. You state how many employees the entity had on average over the year, broken down in a way that suits the business: by department, branch or activity. A BV or NV also states how many of them work outside the Netherlands. The law does not say how you calculate the average. For the size criteria the RJ recommends counting in person-years of employees with an employment contract (RJ 315.103); using the same measure here keeps the annual accounts consistent. Whether a director-major shareholder counts depends on whether he has an employment contract with the BV; for a majority shareholder that is not a given, because the relationship of authority is often missing. A director who invoices through his own holding company does not count.
The third sentence is connected with article 2:377: anyone who lays out the profit and loss account functionally gives the wages and the social security charges, with pension charges separate, in the notes. If the entity has no staff, you say so: even "zero employees" is a disclosure that under art. 2:363(3) DCC may not be missing.
Article 2:382a: the auditor's fees
1. Stated shall be the total fees charged to the entity in the financial year for the audit of the annual accounts, the total fees for other audit engagements, the total fees for tax advisory services and the total fees for other non-audit services, performed by the external auditor and the audit organisation referred to in article 1, first paragraph, parts a and e, of the Audit Firms Supervision Act (Wet toezicht accountantsorganisaties).
2. If the entity has subsidiaries or consolidates the financial data of other companies, the fees charged to them in the financial year shall be included in the statement.
3. The fees need not be stated by an entity whose financial data are consolidated in consolidated annual accounts to which, by virtue of the applicable law, the regulation of the European Parliament and of the Council on the application of international accounting standards or directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending directive 2006/43/EC of the European Parliament and of the Council and repealing Council directives 78/660/EEC and 83/349/EEC (OJ EU 2013, L 182) applies, provided the fees referred to in paragraph 1 are stated in the notes to those consolidated annual accounts.
What this means. The reader must be able to see how much the auditing accountant earns besides the audit, because that says something about independence. You give four totals: the audit of the annual accounts, other audit engagements (such as a statement on a grant accounting), tax advice and other services. It concerns the firm of the external auditor, not every accounting firm you do business with. The measure is what was charged to the result in the financial year, not what was paid: extra work on last year's audit that is invoiced this year belongs in this year.
Paragraph 2 includes the fees of subsidiaries and consolidated companies. Paragraph 3 relieves a subsidiary whose figures are included in consolidated annual accounts under IFRS or the European accounting directive, if those annual accounts state the fees. RJ 390.301 has the fees for assurance on the sustainability reporting stated separately or included under other audit engagements, and strongly recommends also giving the fees of the accounting firm's network. RJ 390.304 confirms the exemption for medium-sized and small.
Employees and fees per class
| Class | 2:382 employees | 2:382a fees |
|---|---|---|
| Micro (balance sheet total ≤ € 450.000, net turnover ≤ € 900.000, < 10 employees) | Not required (art. 2:395a(6) DCC) | No |
| Small (balance sheet total ≤ € 7,5 mln, net turnover ≤ € 15 mln, < 50 employees) | Only the average number of employees (art. 2:396(5) DCC) | No (art. 2:396(5) DCC) |
| Medium-sized (balance sheet total ≤ € 25 mln, net turnover ≤ € 50 mln, < 250 employees) | In full: breakdown, number outside the Netherlands, payroll costs with functional layout | No (art. 2:397(4) DCC) |
| Large (balance sheet total > € 25 mln, net turnover > € 50 mln, ≥ 250 employees) | In full | Yes, unless paragraph 3 applies |
Something stands out for small. The law limits the statement to the average number, even with a functional profit and loss account. RJk B14.103 nevertheless asks for the wages and social security charges, with pension charges separate, in the profit and loss account or the notes. A small entity that follows the RJk and uses the functional layout therefore does give those amounts. With a by-nature layout they are already separate lines in the profit and loss account.
Articles 2:382 and 2:382a have not been amended for financial years 2025 up to and including 2027. RJ 390 was amended with effect from financial year 2026; the current text gives assurance on the sustainability reporting a place in the statement (RJ 390.301). See RJ 271 employee benefits and RJ 300 up to and including 390 on the notes.
Case: a large logistics service provider
Havenlogistiek Westpoort BV (fictitious, large) had in 2026 an average of 312 employees in person-years: 240 in operations, 45 in sales and customer service and 27 in staff and administration. Of these, 38 work at the branch in Antwerp. The BV lays out the profit and loss account functionally; wages were € 14,6 million and social security charges € 3,9 million, of which € 1,4 million pension charges.
The external auditor's firm charged the BV and its subsidiaries in 2026:
| Category (2:382a(1)) | 2026 | Explanation |
|---|---|---|
| Audit of the annual accounts | € 185.000 | Including € 12.000 extra work on the 2025 audit, invoiced in 2026 |
| Other audit engagements | € 22.000 | Statement on a grant accounting |
| Tax advisory services | € 0 | Tax advice comes from another firm; that does not count |
| Other non-audit services | € 8.000 | Workshop on internal control |
| Total | € 215.000 |
Check: 240 + 45 + 27 = 312 employees, and 185.000 + 22.000 + 0 + 8.000 = 215.000. Its Belgian subsidiary, a substantial part of the group, is audited by another firm; RJ 390.302 recommends reporting that and explaining those fees in a comparable manner. Had Westpoort been a subsidiary of a German parent that states the fees in its consolidated annual accounts under the accounting directive, it could have omitted the statement under paragraph 3. A small BV with an average of 7,4 employees states only that number: no breakdown, no number abroad and no fees.
Common mistakes
- Stating the number of employees at the balance sheet date instead of the average over the year.
- Counting temporary agency workers and hired freelancers; they have no employment contract with the entity.
- Omitting the disclosure at a holding company without staff, instead of reporting zero employees.
- Stating the fees on a cash basis, or counting the bill of another advisory firm.
- Leaving the fees of a subsidiary that is audited by the same firm out of the statement (art. 2:382a(2) DCC).
How it works in Jaarrekening.io
The notes ask for the average number of employees for small, medium-sized and large, and with a functional layout the wages and social security charges. The statement of auditor's fees appears only for a large entity. The first annual accounts in your account are free, for every size class.
Sources
- Art. 2:382 BW: average number of employees (wetten.overheid.nl)
- Art. 2:382a BW: auditor's fees (wetten.overheid.nl)
- Art. 2:363 BW: no omission of 378, 382 and 383 (wetten.overheid.nl)
- Art. 2:396 BW: exemptions for small entities (wetten.overheid.nl)
- Art. 2:397 BW: exemptions for medium-sized entities (wetten.overheid.nl)
- RJ bundle for medium-sized and large entities (rjnet.nl)
- RJk bundle for micro and small entities (rjnet.nl)
Frequently asked questions
Must a holding company without staff state the number of employees?
Yes, if it is small, medium-sized or large. Article 2:382 DCC requires the average number of employees and article 2:363(3) DCC forbids omitting this disclosure because it is of minor importance. The holding company then states that there were on average no employees. A micro entity is exempt from article 2:382.
Does the director-major shareholder count as an employee?
Only if he has an employment contract with the BV. With a majority shareholder the relationship of authority is often missing, and with it the employment contract. If he invoices as director through his own holding company, he is not an employee of the BV. For the average, the RJ for the size criteria recommends person-years of employees with an employment contract (RJ 315.103).
Must a medium-sized BV state the fees of its auditor?
No. Article 2:397(4) DCC declares article 2:382a not applicable to medium-sized entities; for small the same applies under article 2:396(5) DCC. Only a large entity gives the statement, unless the fees are in the consolidated annual accounts of its parent (art. 2:382a(3) DCC).
Which four categories of auditor's fees does article 2:382a DCC require?
Four totals: the audit of the annual accounts, other audit engagements such as a grant statement, tax advice, and all other services. Each time it concerns what the external auditor and its audit organisation charged to the entity in the financial year, including what was charged to subsidiaries and consolidated companies (art. 2:382a(1) and (2) DCC).
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