Article 2:393 DCC: the statutory audit by an accountant

The short answer

Article 2:393 of the Dutch Civil Code (DCC) requires medium-sized and large entities to engage a register accountant (registeraccountant), an AA with audit authority or a statutory auditor to audit the annual accounts. The general meeting appoints. The auditor issues an auditor's report in one of four forms. Without that report the annual accounts cannot in principle be adopted. Micro and small entities are exempt.

Updated 30 October 2026

Key facts

Who must have the annual accounts audited

The statutory audit is the only part of the annual documents that does not come from the board. An independent auditor assesses whether the annual accounts give the view that the law requires. It is mandatory for anyone who is not small: anyone who on two consecutive balance sheet dates no longer meets two of these three criteria: total assets ≤ € 7,5 million, net turnover ≤ € 15 million and < 50 employees. The figures of group companies that would fall within a consolidation count as well.

A compilation report is something else. There an accountant helps prepare the annual accounts without auditing them; it does not satisfy article 2:393. The difference is explained in compilation report and auditor's report.

Eight paragraphs: from appointment to adoption

Paragraph 1: who may audit

The legal entity engages a register accountant, an Accountant-Administratieconsulent in respect of whom an entry as referred to in article 36, second paragraph, point i, of the Accountancy Profession Act (Wet op het accountantsberoep) has been made in the accountants register, or a statutory auditor as referred to in article 27, first paragraph, of the Audit Firms Supervision Act (Wet toezicht accountantsorganisaties) to examine the annual accounts. The engagement may be given to an organisation in which accountants who may be designated work together. If a legal entity is also a public-interest entity as referred to in article 1, first paragraph, point l, of the Audit Firms Supervision Act, that legal entity notifies the Stichting Autoriteit Financiële Markten which accountant or audit firm is intended to carry out an engagement to examine the annual accounts of the legal entity. This notification is made before the engagement referred to in the second paragraph is given. Our Minister of Finance lays down further rules on this notification by ministerial regulation.

Three kinds of accountants may receive the engagement: a register accountant (RA), an accountant-administration consultant (AA) with an entry for statutory audits, and a statutory auditor known to the AFM (Dutch Authority for the Financial Markets). The engagement may go to the firm as a whole. A public-interest entity, such as a listed company, bank or insurer, notifies the intended accountant to the AFM in advance.

Paragraph 2: who appoints and when the engagement can end

The general meeting is competent to give the engagement. If it does not do so, or if there is none, the supervisory board is competent. If there is no supervisory board, the board is competent. The designation of an accountant is not limited by any nomination. The engagement can be withdrawn by the general meeting and by the person who gave it. The engagement can be withdrawn only for well-founded reasons; a difference of opinion about methods of reporting or audit procedures does not constitute such a reason. The general meeting hears the accountant, at his request, about the withdrawal of an engagement given to him or about the intention to do so that has been made known to him. The board and the accountant notify the Stichting Autoriteit Financiële Markten without delay of the withdrawal of the engagement by the legal entity or of its early termination by the accountant, and give adequate reasons for it.

The general meeting chooses the accountant. If it does not, or if there is no meeting, the supervisory board may, and without a supervisory board the board. For a DGA-BV with a single shareholder this comes to the same thing, but record it as a shareholder's resolution. An engagement may be withdrawn only for a well-founded reason. Disagreement about how something belongs in the annual accounts is not a reason. The board and the accountant report an early end to the AFM immediately, with the reason.

Paragraph 3: what the accountant examines

The accountant examines whether the annual accounts give the view required by article 362(1). He further verifies whether the annual accounts comply with the requirements laid down by or pursuant to the law, whether the management report has been prepared in accordance with this title and is consistent with the annual accounts, whether the management report contains material misstatements in the light of the knowledge and understanding of the legal entity and its environment obtained during the examination of the annual accounts, and whether the information required by article 392(1), points b to f, has been added.

The core is the opinion on whether the annual accounts give the view of art. 2:362(1) DCC and comply with the rules. The management report receives a lighter test: has it been prepared in accordance with Title 9, does it fit the annual accounts and does it contain no material misstatements, given what the accountant learned during the audit. For the other information he only checks that items b to f are there.

Paragraph 4: the report to the board and supervisory directors

The accountant reports on his examination to the supervisory board and to the board. In doing so he reports at least his findings regarding the reliability and continuity of the automated data processing.

Besides the public report, the board and supervisory board receive a confidential report, in practice the accountant's report or management letter. It contains at least what the accountant found about the reliability and continuity of the automation: the accounting package, the access rights, the back-ups.

Paragraph 5: the content of the auditor's report

The accountant sets out the result of his examination in a statement on the true and fair view of the annual accounts. The accountant may issue a separate statement for the company annual accounts and for the consolidated annual accounts. The auditor's report comprises at least:

a. a statement of which annual accounts the examination relates to and which statutory provisions apply to the annual accounts;

b. a description of the scope of the examination, stating at least which standards for auditing have been observed;

c. an opinion on whether the annual accounts give the required view and comply with the rules laid down by or pursuant to the law;

d. a reference to certain matters to which the accountant draws particular attention, without issuing a statement as referred to in paragraph 6, point b;

e. a statement of the shortcomings found as a result of the examination in accordance with paragraph 3 as to whether the management report has been prepared in accordance with this title and whether the information required by article 392(1), points b to f, has been added;

f. an opinion on the consistency of the management report with the annual accounts;

g. an opinion on whether, in the light of the knowledge and understanding of the legal entity and its environment obtained during the examination of the annual accounts, material misstatements have been found in the management report, stating the nature of those misstatements;

h. a statement on material uncertainties related to events or circumstances that may cast significant doubt on whether the legal entity can continue its activities;

i. a statement of the place of establishment of the audit firm.

The report states which annual accounts and which rules apply, what was examined under which standards, and the opinion. In addition, where applicable, it contains a paragraph drawing attention to a particular matter without changing the opinion, the opinions on the management report, and a paragraph on a material uncertainty about continuity. The company and consolidated annual accounts may each receive their own report.

Paragraph 6: four kinds of opinion

The auditor's report referred to in paragraph 5 takes the form of:

a. an unqualified opinion;

b. a qualified opinion;

c. an adverse opinion; or

d. a disclaimer of opinion.

The accountant signs and dates the auditor's report.

Unqualified is the normal outcome. Qualified means: on one point the annual accounts are not right or the accountant could not verify it, the rest is. Adverse: the annual accounts as a whole do not give a true and fair view. Disclaimer: the accountant could examine too little to give an opinion. The date under the report matters: events up to that day are part of the assessment.

Paragraph 7: no adoption without a report

The annual accounts cannot be adopted if the competent body has not been able to take note of the accountant's report that should have been added to the annual accounts, unless a lawful ground for the absence of the report is stated in the other information.

This is the paragraph with the most consequences in practice. If the general meeting has not been able to read the report, it cannot adopt the annual accounts. Only a lawful ground in the other information makes an exception, such as the group exemption. 'The audit is not finished yet' is not a lawful ground. An adoption resolution passed regardless conflicts with the law and is therefore void (art. 2:14(1) DCC).

Paragraph 8: any interested party can demand compliance

Any interested party can demand that the legal entity comply with the obligation described in paragraph 1.

A creditor, shareholder or employee with an interest in audited annual accounts can ask the court to compel the legal entity to appoint an accountant.

Audit requirement by size class

A small entity can still become subject to the audit requirement if the general meeting decides within six months of the start of the financial year not to apply the exemptions (art. 2:398(2) DCC). An audit required by a bank or grant provider is a contractual requirement, not a statutory one; see grants and audit.

Case: a small BV grows and becomes subject to the audit requirement

Groeneveld Installatietechniek BV (fictitious) was small for years. Its figures on three balance sheet dates:

For 2025 the BV remains small: one year above the limits is not enough. For 2026 it becomes medium-sized, because on two consecutive balance sheet dates (2025 and 2026) it is no longer small. The 2026 annual accounts are therefore the first that must be audited. The general meeting therefore appoints an accountant during 2026, preferably before 31 December, so that the accountant can attend the stock count. The opening balance sheet at 1 January 2026 was never audited; the accountant wants to see that substantiated as well.

Suppose the general meeting has extended the preparation period to 31 October 2027 and the audit is then still running. It cannot adopt. The board must then file the prepared annual accounts, stating that they have not been adopted, by 31 December 2027 at the latest: two months after the extended preparation period, and at the same time the twelve-month limit (art. 2:394(2) and (3) DCC). Without an extension, that moment would already have arrived after 31 July 2027. After the audit the meeting adopts and the BV files the adopted version with the report.

Pitfalls around the statutory audit

• Discovering the audit requirement only in the year of the annual accounts. Anyone who notices in spring 2027 that 2026 must be audited has no stock count and no interim audit any more.
• Mistaking a compilation report for an audit. It gives no opinion on the true and fair view and does not satisfy paragraph 1.
• The board appoints while the meeting exists. The board is competent only if there is no general meeting and no supervisory board that appoints.
• Adopting 'subject to the audit'. Paragraph 7 does not allow that.
• Changing accountant to win a discussion. A difference of opinion about reporting is not a well-founded reason, and the AFM hears about it; see changing accountant during the annual work.

How this fits with other articles, RJ and criminal law

RJ 398 follows the law almost verbatim and has not been amended since financial year 2016. How the accountant works is governed by the audit standards of the professional body NBA, not by the RJ. For the going-concern paragraph in the report, the board's assessment under RJ 170 is the starting point; see RJ 170 going concern. Events between the balance sheet date and the date of the report are covered by RJ 160.

Article 1, point 4°, of the Economic Offences Act (Wet op de economische delicten) refers to article 2:393(1): anyone who does not give the engagement when required commits an economic offence. See also article 2:392 DCC on where the report or the reason for its absence appears, and article 2:395 DCC on publishing outside the KVK.

How it works in Jaarrekening.io

Jaarrekening.io does not audit; your accountant does that. You load the final auditor's report in the file and record its thrust and whether the accountant draws attention to particular matters. Without a report, the app records the adoption only on a lawful ground: no audit requirement or the group exemption. Otherwise the app proposes to file the prepared annual accounts stating that they have not yet been adopted.

Sources

• Art. 2:393 DCC: expert examination (wetten.overheid.nl, text in force from 1 July 2026)
• Art. 2:396 DCC: exemption for small entities (paragraph 7)
• Art. 2:398 DCC: resolution of the general meeting (paragraph 2)
• WED art. 1(4°): not appointing an accountant is an economic offence
• rjnet.nl: the RJ standards with chapter 398 Audit

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