Every auditor in the Netherlands needs a licence to perform legal audits (WTA). That is the easy part. Just Audit explains what else a CFO of a Dutch subsidiary should check before signing an engagement letter, from group audit instructions to the people who will actually do the work.
Choosing an auditor for a Dutch subsidiary starts with two checks: the firm must hold an WTA licence, issued by AFM. The person who signs must be a registered accountant (RA). Beyond that, the right auditor is the one that fits your group reporting cycle, agrees scope and timing early, and gives your finance team a tailored approach.
First, Check Whether You Need an Audit
A Dutch B.V. must have its annual accounts audited under art. 2:393 BW, unless an exemption applies.
- Small company exemption: from financial years starting on or after 1 January 2024, a company is small if it stays below two of three criteria on two consecutive balance sheet dates: EUR 7.5 million balance sheet total, EUR 15 million net turnover and 50 employees (art. 2:396 BW). In a group, the figures of group companies can count towards this test.
- Group exemption: a subsidiary can be exempt under art. 2:403 BW if its shareholders agree in writing, the parent includes it in its audited consolidated accounts and the parent files a statement of joint and several liability. The conditions apply every year.
- Consolidation exemption: an intermediate holding can skip consolidation under art. 2:408 BW if no shareholders holding 10% or more object in writing, the parent includes it in audited consolidated accounts filed at the KvK, and the exemption is disclosed in the notes. It covers consolidation only, not the audit. The conditions apply every year.
- Voluntary audit: even without a legal requirement, a bank or the group auditor may still ask for one.
The Licence and the Signature
Only audit firms licensed by the AFM under the Audit Firms Supervision Act (Wta) may carry out statutory audits. You can check this in the AFM public register of audit firms, and our guide to the Wta explains what the licence covers. The auditor’s report must be signed by a registeraccountant (RA), or an accountant-administratieconsulent (AA) with the required register notation, which you can check in the NBA register.
Most Dutch subsidiaries are not public-interest entities (OOBs), so a regular Wta licence is enough. Listed companies, banks and insurers need a firm with an OOB licence.
What to Ask Before You Sign
- Group audit experience: the group auditor usually sends instructions under NV COS 600, with a reporting package, component materiality and deadlines. Ask whether the firm has worked under group instructions before, and how it plans one audit that serves both the reporting package and the Dutch statutory accounts.
- The people behind the signature: your finance team will spend most of its time with the people doing the fieldwork, not with the name on the report. Ask who leads the audit day to day and who your controller can call with a question. If your group works in English, check that the audit team does too.
- Scope and timing: expect a planning with interim and year-end visits, a clear list of documents and a target date for the auditor’s report. These agreements belong in the engagement letter, together with the reporting framework (Dutch GAAP or IFRS-EU).
- Independence: ask whether the firm or its network provides other services anywhere in your group, such as tax or bookkeeping, and how it assesses its independence.
- Fees: ask not only how much, but what causes extra work. Late information, changed group instructions and first-year work on opening balances are the usual suspects.
Don’t Start Too Late
A new auditor needs time to accept the engagement and audit opening balances, so start the search well before year-end. Auditors are rarely at their most available in March. If you are changing firms, our page on switching auditor explains the steps. Also remember that the general meeting formally appoints the auditor (art. 2:393 lid 2 BW), so record that resolution.
Choosing With Confidence
Just Audit B.V. is an independent, audit-only firm with an AFM licence for statutory audits (excluding OOBs). Our auditors are RAs registered with the NBA, and our team works across the Netherlands. Want to discuss what your Dutch subsidiary needs? Have a look at our audit and assurance services or our page for Dutch subsidiaries, or get in touch with our offices in Hoofddorp or Harderwijk.
