Article 2:396 DCC: the exemptions for small entities
Article 2:396 of the Dutch Civil Code (DCC) gives small entities exemptions: an abridged balance sheet and notes, a profit and loss account starting from the gross operating result, no management report, other information or audit. Only the abridged balance sheet and the notes are made public. An entity is small if on two consecutive balance sheet dates it meets two of three criteria: total assets ≤ € 7,5 million, net turnover ≤ € 15 million and < 50 employees.
The short answer
Article 2:396 of the Dutch Civil Code (DCC) gives small entities exemptions: an abridged balance sheet and notes, a profit and loss account starting from the gross operating result, no management report, other information or audit. Only the abridged balance sheet and the notes are made public. An entity is small if on two consecutive balance sheet dates it meets two of three criteria: total assets ≤ € 7,5 million, net turnover ≤ € 15 million and < 50 employees.
Updated 30 October 2026
Key facts
| Limits | total assets ≤ € 7,5 million, net turnover ≤ € 15 million and < 50 employees; two of the three, on two consecutive balance sheet dates (financial years from 1 January 2024) |
| Prepare | Abridged balance sheet and notes (paragraph 3), abridged profit and loss account (paragraph 4), fewer notes (paragraph 5) |
| Not applicable | Management report, other information, audit and some note articles (art. 2:396(7) DCC) |
| Filing | Abridged balance sheet with notes, without the events after the balance sheet date (art. 2:396(8) DCC) |
| Text | Limits since 13 March 2024 (Stb. 2024, 52); no change for financial year 2025, 2026 or 2027 |
| Guidance | RJk (chapters A, B and C; D4 for layout and disclosure); a small entity can also follow the full RJ |
Who is small
An entity is small if on two consecutive balance sheet dates it meets two of three criteria: total assets ≤ € 7,5 million, net turnover ≤ € 15 million and < 50 employees. Total assets count at acquisition or production cost, so without revaluations. For a group head, group companies count. 'Without prejudice to article 395a' means: a micro entity is also small and gets these exemptions on top.
Anyone who prepares the annual accounts under IFRS cannot use these exemptions: division 11 then does not apply (art. 2:362(9) DCC; RJk A1.105). Public-interest entities and investment institutions also fall outside (art. 2:398(3) and (7) DCC).
Nine paragraphs: exemptions and conditions
Paragraphs 1 and 2: the criteria and the group
Without prejudice to article 395a, paragraphs 3 through 9 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 amounts, on the basis of acquisition and production cost, to no more than € 7.500.000;
b. the net turnover for the financial year amounts to no more than € 15.000.000;
c. the average number of employees during the financial year is less than 50.
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.
Since financial year 2024, € 7,5 million and € 15 million apply, previously € 6 million and € 12 million (Stb. 2024, 52). Group figures count, unless the entity, as an intermediate holding company, applies art. 2:408 DCC.
Paragraph 3: the abridged balance sheet and notes
Of the disclosures prescribed under division 3, none other need be made than those prescribed in articles 364, 365(1) point a, 368(2) point a, 370(1) point d, 373(1) through (5), first sentence, 375(3) and 376, as well as, without breakdown by type of debt or receivable, in articles 370(2) and 375(2), in which the indication of the interest rate is omitted, and the statement of the retained part of the result.
Of the balance sheet requirements, what remains is the main layout, formation costs, the sum of the revaluations, called-up payments, the breakdown of equity, securities and guarantees. For receivables and debts you state only the totals with a term of more than one year, and for debts also more than five years, without interest rate and without a breakdown by type. The retained part of the result is stated with them.
Paragraph 4: the gross operating result
In the profit and loss account, the items mentioned in article 377(3) points a-d and g, and paragraph 4 points a-c and f respectively, are combined into one item, gross operating result.
The profit and loss account begins with one line in which net turnover, change in inventories, capitalised production, other operating income and the cost of raw materials and consumables and other external costs are combined. That way a reader does not see the gross margin. This is a layout exemption: the adopted annual accounts may also be prepared that way.
Paragraph 5: fewer notes
The overview referred to in article 378(1) is given only for the revaluation reserve, subject to the second sentence of article 378(3). Articles 379, 380, 381(2) and (3), 381b, opening words and point a, 382a and 383(1) do not apply. The legal entity states the name and place of residence of the company that prepares the consolidated annual accounts of the group part to which the legal entity belongs. The information stated pursuant to article 382 is limited to a statement of the average number of employees working for the legal entity during the financial year.
The statement of changes in equity is needed only for the revaluation reserve, and for an NV for own shares. Not needed are: the list of capital interests (art. 2:379), turnover by activity (2:380), arrangements and transactions with related parties not included in the balance sheet (2:381(2) and (3)), the current value of derivatives (2:381b point a), auditors' fees (2:382a) and directors' remuneration (2:383(1) DCC). The entity does state the company that prepares the consolidated annual accounts of its group part and the average number of employees.
Paragraph 6: 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.
Like a micro entity, a small entity may follow the tax-based principles, all or none. The Decree on tax valuation principles (Besluit fiscale waarderingsgrondslagen) then requires attention in the notes to items whose valuation differs materially as a result.
Paragraph 7: what does not apply
Articles 380c and 380d, 383b through 383e, 391, 392 and 393(1) do not apply.
No statement of the appropriation of profit (art. 2:380c) or of profit certificates (2:380d), no remuneration statements under art. 2:383b through 2:383e, no management report (2:391), no other information (2:392) and no obligation to have the accounts audited (2:393(1) DCC).
Paragraph 8: what is made public
Article 394 applies only with respect to a balance sheet abridged in accordance with paragraph 3 and the notes. In the notes made public, the information referred to in article 380a is omitted.
The abridged balance sheet and the notes go to the KVK, without the events after the balance sheet date under art. 2:380a DCC. The profit and loss account and everything that goes with it stay internal (RJk D4).
Paragraph 9: no filing without a profit motive
If the legal entity does not aim at profit, it need not apply article 394, provided that it
a. sends the documents referred to in paragraph 8 immediately and free of charge, on request, to creditors and holders of shares in its capital or depositary receipts thereof or others entitled to attend meetings, or makes them available for inspection at the office of the legal entity; and
b. has filed with the Business Register a statement from an accountant to the effect that the legal entity carried out no activities outside its objects in the financial year and that this article applies to it.
A small entity that does not aim at profit, such as a foundation with an enterprise that falls under Title 9, need not file if it sends the documents free of charge, on request, to creditors and shareholders or persons entitled to attend meetings, or makes them available for inspection, and files an accountant's statement that it stayed within its objects and that this article applies to it.
What a small entity prepares and what it files
| Item | Prepared annual accounts | Filed with the KVK |
|---|---|---|
| Balance sheet | Abridged under paragraph 3 | The same abridged balance sheet |
| Profit and loss account | May begin at the gross operating result (paragraph 4) | No |
| Notes | Abridged under paragraphs 3 and 5 | Yes, without the events after the balance sheet date and without the notes to the profit and loss account |
| Management report and other information | Not required (paragraph 7) | No |
| Auditor's report | Not required (paragraph 7) | No |
The RJk concerns the annual accounts that the board prepares, not the version that goes to the KVK; the law determines what becomes public. Instead of the RJk, a small entity can follow the full RJ; see the RJk for micro and small entities.
Case: a technical installation company with 31 employees
Van Dijk Techniek BV (fictitious) had € 3,2 million in total assets at 31 December 2025, € 9,4 million in net turnover and an average of 31 employees; comparable figures in 2024. It is small. Its prepared profit and loss account, with paragraph 4 applied:
| Profit and loss account 2025 | Amount |
|---|---|
| Net turnover € 9.400.000, change in inventories + € 50.000, other operating income € 30.000, cost of raw materials and consumables and other external costs − € 6.100.000 | |
| Gross operating result | € 3.380.000 |
| Wages and social charges | − € 2.600.000 |
| Depreciation | − € 240.000 |
| Other operating expenses | − € 310.000 |
| Operating result | € 230.000 |
Check of the sum: 9.400.000 + 50.000 + 30.000 − 6.100.000 = 3.380.000, and 3.380.000 − 2.600.000 − 240.000 − 310.000 = 230.000. The first line with its components appears only in this explanation; in the annual accounts themselves the gross operating result appears as a single amount.
In February 2026 the BV lost its largest customer. That appears as an event after the balance sheet date in the prepared notes, because it has significant financial consequences. In the notes that go to the KVK it is omitted (paragraph 8). The KVK receives the abridged balance sheet, the notes to the balance sheet and the accounting policies, the average number of employees and the date of adoption. The BV's bank receives the full annual accounts directly.
What small entities often get wrong
- Not filing the notes. A small entity files the balance sheet with notes, not just the balance sheet.
- Sending the profit and loss account along anyway. That is allowed, but then margin and result are open to everyone.
- Leaving the events after the balance sheet date in the public version. Paragraph 8 takes them out.
- Thinking small never needs an audit. The law does not require it, but a bank, grant provider or resolution of the general meeting can (art. 2:398(2) DCC).
- Mixing the RJk and the RJ. If you follow the RJk, use the RJ only where the RJk refers to it or does not cover a topic (RJk A1.202). If you choose the RJ, apply it in full.
- Treating the other information as an obligation. They do not apply to small entities (art. 2:396(7) DCC).
How this fits with the RJk and financial years 2025 through 2027
The RJk standards contain the guidelines for the prepared annual accounts of micro and small entities; chapter D4 sets out the layout and publication rules of this article schematically. For financial year 2027 a new paragraph (A2.113a) is added to RJk A2 which, besides amounts, also lets the nature of items weigh in the question of whether they must be stated separately. The exemptions of article 2:396 itself are the same for 2025, 2026 and 2027.
Read on: article 2:395a DCC for micro, article 2:397 DCC for the next class and article 2:398 DCC for the first financial year and the resolution of the general meeting.
How it works in Jaarrekening.io
For a small entity Jaarrekening.io prepares the profit and loss account with the gross operating result as the first line and produces a publication version with the abridged balance sheet and the notes, without the events after the balance sheet date and without the notes to the profit and loss account. You choose whether to follow the RJk or the full RJ.
Sources
- Art. 2:396 DCC, official text of 1 July 2026 on wetten.overheid.nl
- Stb. 2024, 52: raising of the limits for small to € 7,5 million and € 15 million
- Art. 2:362 DCC: IFRS and division 11 (paragraph 9)
- Art. 2:398 DCC: first financial year and resolution of the general meeting
- KVK: filing for the small company class, via the portal or with software
- rjnet.nl: the RJk standards for small entities, with the overview in D4
Frequently asked questions
When is my BV a small entity?
If on two consecutive balance sheet dates it meets at least two of three criteria: total assets up to € 7,5 million, net turnover up to € 15 million and an average of fewer than 50 employees (art. 2:396(1) DCC, financial years from 1 January 2024). If the BV is at the head of a group, it uses the figures of the whole group (paragraph 2). A micro BV is also small and gets the extra exemptions of art. 2:395a DCC on top.
Must a small BV file the profit and loss account?
No. Article 2:396(8) DCC limits filing to the abridged balance sheet and the notes. The profit and loss account is part of the annual accounts that the general meeting adopts, but is not made public. The events after the balance sheet date also stay out of the public notes.
Does a small BV need an accountant?
Not by law: article 2:393(1) DCC does not apply (art. 2:396(7) DCC). An audit may still be needed 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), or if a bank or grant provider requires it.
What is the gross operating result?
The first line of the abridged profit and loss account of a small or medium-sized entity: net turnover, change in inventories, capitalised production and other operating income, minus the cost of raw materials and consumables and the other external costs (art. 2:396(4) DCC). As a result the gross margin is not visible.
Must a small foundation file its annual accounts?
Only if it falls under Title 9 because it runs an enterprise with sufficient turnover (art. 2:360(3) DCC). If it is then small and does not aim at profit, it need not file if it sends the documents free of charge on request or makes them available for inspection and files an accountant's statement that it stayed within its objects (art. 2:396(9) DCC).
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