Interactive Statutory Tool • Book 2 Dutch Civil Code

Dutch Audit Obligation
Checker (Art. 2:393 BW)

Determine within 60 seconds whether your Dutch company (BV / NV) is legally required to conduct a statutory audit under Title 9, Book 2 of the Dutch Civil Code.

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AFM Licence 13020177 • NBA RegisterAccountants • Art. 2:393 - 2:396 BW
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Test Your Financial Figures Under Dutch Law

Under Dutch corporate law (Art. 2:396 BW), an entity is classified as Medium or Large if it exceeds at least two of the following three criteria on two consecutive balance sheet dates.

€
Threshold: €7,500,000
€
Threshold: €15,000,000
Threshold: 50 employees
Art. 2:398 BW requires exceeding criteria for two consecutive years to change category
MANDATORY STATUTORY AUDIT REQUIRED

Your entity is subject to mandatory statutory audit under Art. 2:393 BW.

You exceed 2 of the 3 statutory thresholds (Assets: Exceeded, Turnover: Exceeded, FTE: Below threshold) for consecutive years. Under Dutch corporate law, your financial statements must be audited and signed by a licensed RegisterAccountant (RA).

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Have an Audit Partner Verify Your Figures

Submit your calculated numbers to receive a confirmation review from Tjerk Wolsak RA or Sven Steijn RA.

Legal Disclaimer: This interactive checker is provided for informational and preliminary assessment purposes only and does not constitute formal legal or audit advice. Consolidation rules, group holding exemptions (such as Art. 2:403 BW), and transitional rules may apply. Please contact our RegisterAccountants for an authoritative assessment.
Statutory Criteria Explained

Dutch Audit Law: Key Questions & Exemptions

Practical legal guidance on threshold calculation, consolidated balance sheets, and the two-year consecutive rule.

Consecutive Rule

What is the two consecutive years rule (consecutive balance sheet dates)?

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Under Art. 2:398 paragraph 1 BW, a regime change only occurs when an entity exceeds (or falls below) at least two of the three thresholds for two consecutive financial years. If your company crosses the thresholds for the first time in fiscal year 2025, you are not yet legally required to audit your 2025 financial statements, but you must audit 2026 if the criteria are exceeded again.
Consolidation

How do holding companies and group consolidation affect the thresholds?

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Threshold criteria must be evaluated on a consolidated basis. If your group as a whole (parent + subsidiaries) exceeds two of the three criteria, statutory audit obligations apply to the group, unless specific exemptions (such as Article 2:403 BW group liability statements) apply.
Director Liability

What are the legal consequences of failing to perform a mandatory statutory audit?

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Failure to perform a required audit means your annual accounts cannot be legally adopted by the General Meeting of Shareholders (AvA). Furthermore, filing unaudited accounts at the Chamber of Commerce (KvK) constitutes an economic offense (WED) and may expose managing directors to personal liability under Art. 2:248 BW in the event of bankruptcy.
Voluntary Audit

Can we choose a voluntary audit if we remain below the thresholds?

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Yes. Many growing companies choose a voluntary audit (under NV COS) to assure credit institutions, private equity investors, or key international suppliers of their financial integrity.
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Direct partner line: +31 85 026 10 17 • info@justaudit.nl • Hoofddorp & Harderwijk