Article 2:397 DCC: the exemptions for medium-sized entities

The short answer

Article 2:397 DCC gives medium-sized Dutch entities a few exemptions. The profit and loss account may start at gross operating result, with the turnover development as a percentage; the turnover breakdown and auditor's fees fall away; the public balance sheet may be shorter. The management report and the audit remain mandatory. An entity is medium-sized if it is not small and meets two of three: assets ≤ € 25 million, net turnover ≤ € 50 million and < 250 employees.

Updated 30 October 2026

Key facts

Who is medium-sized

An entity is medium-sized if it is not small and, on two consecutive balance sheet dates, meets two of these three requirements: assets ≤ € 25 million, net turnover ≤ € 50 million and < 250 employees. Above that it is large. 'Subject to article 396' means: an entity that is small falls under that article and not under this one. The group counts too, as with micro and small.

For the annual accounts themselves, less changes than the name suggests. Medium-sized mainly means: a management report, other information and an audit, with a few presentation exemptions and somewhat more room when filing.

What paragraphs 1 to 8 allow

Paragraphs 1 and 2: the thresholds for medium-sized and the group count

Subject to article 396, paragraphs 3 to 7 apply to an 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 requirements:

a. the value of the assets according to the balance sheet with notes, on the basis of acquisition and production cost, does not exceed € 25,000,000;

b. the net turnover for the financial year does not exceed € 50,000,000;

c. the average number of employees during the financial year is less than 250.

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

Since financial year 2024 the thresholds are € 25 million and € 50 million, previously € 20 million and € 40 million (Stb. 2024, 52). The employee criterion remained fewer than 250.

Paragraph 3: gross operating result with a ratio

In the profit and loss account, the items mentioned in article 377(3), under a-d and g, and (4), under a-c and f, respectively, are combined into one item, gross operating result; the entity states in a ratio the extent to which net turnover has risen or fallen compared with that of the previous year.

The same combination as for small entities, with one addition: the entity states as a percentage how much net turnover rose or fell compared with the prior year. This way the reader sees the turnover development without the amount of turnover or the margin.

Paragraph 4: no turnover breakdown and no auditor's fees

Articles 380 and 382a do not apply.

The breakdown of net turnover by line of business and region (art. 2:380 DCC) and the statement of the auditor's fees (art. 2:382a DCC) fall away, in both the prepared and the public annual accounts.

Paragraph 5: the public balance sheet and notes

Of the statements prescribed in section 3, the published balance sheet with notes need only state those that appear in articles 364, 365(1) under a and d, 366, 367 under a-d, 368(2) under a, 370(1) under b–d, 373, 374(3) and (4), 375(1) under a, b, f and g and (3), as well as 376 and the accruals and deferrals. Paragraphs 2 of articles 370 and 375 apply both to the total of the receivables and liabilities and to the items from paragraph 1 of those articles that require separate disclosure. The profit and loss account and the notes to be published may be limited in accordance with paragraph 3 and paragraph 4.

This paragraph applies only to the version that goes to the KVK. The public balance sheet may contain less detail than the prepared one: it contains the mandatory items, such as the main classification, goodwill, the breakdown of tangible and financial fixed assets, equity, provisions and the main types of liabilities. A medium-sized entity that publishes more also complies.

Paragraph 6: off-balance-sheet arrangements and related parties

The information that must be disclosed under article 381(2) is limited to information on the nature and business purpose of the arrangements mentioned there. Article 381(3) does not apply, unless the entity is a public limited company, in which case the disclosure referred to in article 381(3) is limited to transactions entered into, directly or indirectly, between the company and its principal shareholders and between the company and the members of its board and of its supervisory board.

For off-balance-sheet arrangements with significant risks or benefits, the entity states only the nature and business purpose, not the financial effects. A BV need not disclose transactions with related parties on non-market terms. An NV must, but only those with its principal shareholders, directors and supervisory directors.

Paragraph 7: less other information made public

The information referred to in article 392(1), parts d and e, and (3), is not made public.

The holders of special control rights, their numbers and directors, and the shares without voting rights and without profit rights are included in the prepared documents, but not in the filed ones; see article 2:392 DCC.

Paragraph 8: no non-financial indicators

The management report need not address non-financial performance indicators as referred to in article 391(1).

The management report need not contain non-financial performance indicators. The rest of art. 2:391 DCC applies in full; see article 2:391 DCC.

Statutory and RJ exemptions side by side

RJ 315 brings together the exemptions for medium-sized entities: the statutory ones in appendix 1, those from the guidelines themselves in appendix 2. The exemptions from the guidelines are not law, but whoever follows the RJ can rely on them. See RJ 305 and 315 and RJ 360 cash flow statement.

Case: a wholesaler between small and large

Noordkade Groothandel BV (fictitious) had € 19 million in assets, € 41.0 million net turnover and an average of 160 employees on 31 December 2025; a year earlier € 17.5 million, € 37.6 million and 148. In both years above the thresholds for small and within those for medium-sized: the BV is medium-sized.

The ratio: (41,0 − 37,6) / 37,6 = 9,04%, rounded + 9,0%. The tax: 19% of € 200.000 is € 38.000, 25,8% of € 1.100.000 is € 283.800, together € 321.800.

• Prepared annual accounts. No turnover breakdown by product group and no auditor's fees (paragraph 4). A cash flow statement, however (RJ 360.104), because the BV is not a wholly owned subsidiary of a group that prepares one.
• Management report. Analysis, risks and expectations; absenteeism and CO2 emissions may be left out (paragraph 8).
• Public version. The abbreviated profit and loss account with + 9,0%, a balance sheet that may be shorter (paragraph 5), and other information without parts d and e of article 2:392(1), where they exist (paragraph 7). The auditor's report goes with it.

If the BV grows beyond € 25 million in assets and € 50 million in turnover in 2026 and 2027, it is large for financial year 2027. From that year these exemptions fall away and non-financial indicators belong in the report, insofar as they are needed to understand the development.

Misconceptions about medium-sized

• 'Medium-sized need not file the profit and loss account.' That is small. Medium-sized does file it, in abbreviated form.
• Forgetting the ratio. Whoever applies paragraph 3 states the turnover development as a percentage.
• No cash flow statement because the law does not mention it. The RJ does ask for it, for medium-sized and large (RJ 360.104).
• Keeping RJ exemptions for statutory exemptions. An auditor tests against both; they are independent of each other.
• Assuming medium-sized files via SBR only from financial year 2025. Medium-sized has done so since financial year 2017; only a few groups, including medium-sized entities in a group with a large group head, received a deferral up to and including financial year 2024.

RJ 315 and financial years 2025 to 2027

The text of article 2:397 is identical for financial years 2025, 2026 and 2027. RJ 315 applies for financial years beginning in 2025 or 2026 in the version amended in 2024, and for financial years from 1 January 2027 in the version amended in 2026. For determining size see article 2:398 DCC; for filing see article 2:394 DCC.

How it works at Jaarrekening.io

For a medium-sized entity, Jaarrekening.io combines the profit and loss account into the gross operating result and calculates the net turnover ratio. The publication version contains the full balance sheet: the app does not apply the optional shortening of paragraph 5, and says so. Publishing more than the law requires is permitted.

Sources

• Art. 2:397 DCC: medium-sized entities (wetten.overheid.nl, text in force from 1 July 2026)
• Stb. 2024, 52: increase of the thresholds for medium-sized to € 25 million and € 50 million
• Art. 2:393 DCC: the audit
• KVK: filing annual accounts for the medium-sized class
• rjnet.nl: the RJ bundle with chapter 315 Exemptions for medium-sized entities

Read more