Article 2:395a DCC: the regime for micro entities

The short answer

Article 2:395a of the Dutch Civil Code (DCC) is the micro regime. An entity that on two consecutive balance sheet dates meets two of three criteria (total assets ≤ € 450.000, net turnover ≤ € 900.000 and < 10 employees) prepares a greatly simplified balance sheet and profit and loss account without notes and files only the abridged balance sheet. Tax-based accounting policies are allowed, if you apply all of them.

Updated 30 October 2026

Key facts

Who is micro

Micro is the smallest of the four size classes. Test three things on each balance sheet date: total assets at acquisition or production cost, net turnover for the financial year and the average number of employees. If the entity meets two of the three on two consecutive balance sheet dates (total assets ≤ € 450.000, net turnover ≤ € 900.000 and < 10 employees), the micro regime applies. It continues to apply until the entity no longer meets them on two consecutive balance sheet dates. In the first and second financial year the first balance sheet date decides (art. 2:398(1) DCC).

A micro entity is also small: everything that art. 2:396 DCC allows it may also do, plus the additional simplifications of this article. The exemptions are a right, not an obligation. Anyone who includes more may do so; the general meeting can even decide within six months of the start of the financial year not to apply paragraphs 3 through 7 (art. 2:398(2) DCC).

The eight paragraphs of the micro regime

Paragraph 1: the three criteria

Paragraphs 3 through 6 apply to a legal entity that on two consecutive balance sheet dates, without interruption thereafter on two consecutive balance sheet dates, has met two or three of the following criteria:

a. the value of the assets according to the balance sheet with notes, on the basis of acquisition and production cost, amounts to no more than € 350.000 [as of 13 March 2024: € 450.000];

b. the net turnover for the financial year amounts to no more than € 700.000 [as of 13 March 2024: € 900.000];

c. the average number of employees during the financial year is less than 10.

The amounts in square brackets are an addition by wetten.overheid.nl. The statutory text still states € 350.000 and € 700.000. The Implementation Decree on the Directive raising the threshold amounts (Implementatiebesluit Richtlijn verhoging grensbedragen) of 5 March 2024 raised these to € 450.000 and € 900.000, for financial years beginning on or after 1 January 2024; for financial year 2023 it was already allowed (Stb. 2024, 52, art. 1 and 4). The number of employees remained less than 10.

Paragraph 2: group companies count

For the application of paragraph 1, the value of the assets, the net turnover and the number of employees of group companies that would have to be included in the consolidation if the legal entity had to prepare consolidated annual accounts are counted. This does not apply if the legal entity applies article 408.

If the entity is at the head of a group, it tests on the figures that consolidated annual accounts would show. That does not apply to an intermediate holding company that applies the consolidation exemption of art. 2:408 DCC. A personal holding company that does not centrally manage its subsidiary is, according to RJk M1.109, not a group head and tests on its own figures. The case below shows the difference.

Paragraph 3: no accruals for other operating expenses

The provisions of paragraphs 3 and 4 of article 364 concerning accrued and deferred assets and liabilities do not apply to the other operating expenses referred to in article 377(3), point j. The legal entity states the fact that no accrued and deferred assets and liabilities have been included at the bottom of the balance sheet.

For other operating expenses, such as rent, insurance and energy, a micro entity may book the costs when it pays. An annual premium paid in November for twelve months then does not have to be spread over two financial years. If you choose this, it is stated beneath the balance sheet that no accruals have been included. This freedom does not apply to turnover, purchases and wages.

Paragraph 4: the balance sheet

Of the disclosures prescribed under division 3, none other need be made than those prescribed in articles 364(1), 365(1) point a and 370(1) point d, 373(1) in which the items are combined into one item, 374(1) and 375(1) in which the items are combined into one item and in which, for the total of the debts, it is stated up to what amount the remaining term is at most one year and up to what amount the remaining term is longer than one year. Furthermore, a public limited company (naamloze vennootschap) states the information mentioned in the second sentence of article 378(3) at the bottom of the balance sheet.

The balance sheet has five main lines: fixed assets (with capitalised formation and issue costs shown separately, if any), current assets (with called-up payments on issued capital shown separately), equity as one amount, provisions, and debts as one amount, split into what falls due within a year and what falls due later. An NV states beneath the balance sheet the purchase or disposal of own shares.

Paragraph 5: the profit and loss account

Of the disclosures prescribed under division 4, none other need be made than those prescribed in articles 377(1) point a, with the exception of stating the income and expenses from ordinary operations, 377(3) points a, d and e, 377(3) point g with the exception of stating other external costs, 377(3) points h and i in which the items are combined into one item and 377(3) point j.

The prepared annual accounts contain a profit and loss account with eight lines: net turnover, other operating income, cost of raw materials and consumables, wages, depreciation and impairments, other operating expenses, taxes and the result after tax (likewise RJk M1.205). The general meeting adopts it. It is not made public.

Paragraph 6: no notes, report, other information or audit

Division 5, the provisions in division 6 on the prescribed disclosures in the notes, and divisions 7, 8 and 9 do not apply.

Division 5 (the special requirements for the notes), the note requirements of division 6 and divisions 7 through 9 (management report, other information, audit) do not apply. The valuation rules of division 6 do apply. The general standard also still applies: if the annual accounts without addition give a clearly incomplete picture, for example where there is doubt about continuity, the micro entity includes the necessary information anyway (art. 2:362(4) DCC; RJk M1.202). A micro entity may not value at market value (art. 5a of the Current Value Decree (Besluit actuele waarde)).

Paragraph 7: tax-based accounting policies

By way of derogation from division 6 of this title, the principles for determining taxable profit referred to in chapter II of the Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969) may also be used for the valuation of assets and liabilities and for the determination of the result, provided that the legal entity applies all the tax principles applicable to it. If the legal entity applies these principles, it makes mention of this in the notes. Further rules on the use of these principles and the explanation given in that respect may be laid down by order in council.

A micro entity may prepare the annual accounts on the principles used for corporate income tax, but then all of them, without mixing with commercial principles. Because there are no notes, the statement in practice appears beneath the balance sheet. A tax reserve, such as a reinvestment reserve, then forms part of equity; deferred taxes do not.

Paragraph 8: only the abridged balance sheet is made public

Article 394 applies only with respect to a balance sheet abridged in accordance with paragraphs 3 and 4.

Only the balance sheet under paragraphs 3 and 4 is filed, with the statements that belong beneath it. What you voluntarily include in the prepared annual accounts need not go along (RJk M1.402). If in an exceptional situation the micro entity had to include extra information to give the required view, that does go into the public document from financial year 2026 (RJk M1.401, amended in 2025; the edition for financial year 2025 said it did not yet).

What a micro entity prepares and what it files

Case: the annual accounts of a design studio

Studio Lindeboom BV (fictitious) is a design agency with four employees. On 31 December 2024 and 31 December 2025 total assets were € 290.000 and € 310.000 and net turnover € 590.000 and € 640.000. The BV meets all three criteria and is micro for 2025.

Equity went from € 100.450 to € 145.000: the profit of € 44.550 was retained. The BV pays its annual business insurance premium every November and books it directly as an expense (paragraph 3). Beneath the balance sheet it is therefore stated that no accruals have been included. Only the balance sheet with that sentence and the date of adoption goes to the KVK. The profit and loss account stays internal; see an internal profit and loss account.

Variant: the holding company with an operating company

Holding Verbeek BV (fictitious) holds all the shares of Verbeek Montage BV. The holding company itself has € 380.000 in total assets, of which € 300.000 is the participating interest, no turnover and no staff. The operating company has € 1,1 million in total assets, € 2,4 million in turnover and 14 employees.

• The holding company manages the operating company centrally (one economic unit, art. 2:24b DCC). It then counts on a group basis: total assets € 380.000 − € 300.000 + € 1,1 million = € 1,18 million, turnover € 2,4 million, 14 employees. None of the three micro limits is met: the holding company is small.
• The holding company is a personal holding company that gives no central management. Then it is not a group head and tests on its own figures: € 380.000, € 0 and 0 employees (RJk M1.109). It is micro only if it is not a participation enterprise. If it does not involve itself in the management of the operating company at all but holds the shares only as an investment, then art. 2:398(6) DCC excludes the micro regime and it is small.

Whether there is central management depends on the facts, such as who determines the strategy and whether the directors are the same. See also the annual accounts of a holding company.

Misunderstandings about the micro regime

• 'A micro entity need not prepare a profit and loss account.' It must prepare one and have it adopted; only filing is not needed.
• Forgetting the operating company at the holding company. A group head counts the group; see the variant above.
• Tax-based principles for one item. Paragraph 7 requires all tax-based principles at once.
• Real estate or securities at market value. For a micro entity that is excluded (art. 5a of the Current Value Decree).
• Switching class after one deviating year. The class changes only after two consecutive balance sheet dates; see article 2:398 DCC.
• Filing a voluntary note because it is in the annual accounts. That is not required (RJk M1.402), but it is allowed.

How this fits with RJk M1 and financial years 2025 through 2027

The RJk elaborates the micro regime in chapter M1. It includes the test on a group basis (M1.105), the personal holding company (M1.109) and valuation, which otherwise follows what applies to small entities (M1.301). For financial year 2025 M1 applies in the version amended in 2024, for 2026 and 2027 the version amended in 2025; the only substantive difference is the rule on exceptional extra information in the public document (M1.401). The limits of paragraph 1 are the same for all three financial years. More on the RJk: the RJk for micro and small entities.

How it works in Jaarrekening.io

For a micro entity Jaarrekening.io produces a publication version with only the abridged balance sheet. If you opt for paragraph 3 or for tax-based principles, the statement appears beneath the balance sheet and the XBRL file carries over the choice. For a holding company the app asks whether it forms a group with its subsidiaries and whether it is a participation enterprise, because both can change the class.

Sources

• Statutory text art. 2:395a DCC, with the editorial addition of the amounts (wetten.overheid.nl)
• Stb. 2024, 52: raising of the micro limits to € 450.000 and € 900.000
• Art. 2:398 DCC: first financial year and exclusions
• Current Value Decree, art. 5a: no market value for micro entities
• KVK: what a micro-enterprise files (micro and small page)
• rjnet.nl: the RJk standards with chapter M1 Micro entities

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