BV Formation
Accounting
When Is an Accountant's Declaration Mandatory in the Netherlands?
Does your BV need an accountant's declaration in the Netherlands? See the 2024 audit thresholds, the three declaration types, and who actually needs one.
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18 mins
Intro
Many Dutch entrepreneurs assume that setting up a BV automatically brings a yearly obligation to produce a formal accountant's declaration, a signed document confirming the annual accounts are correct. This is one of the most persistent misconceptions in Dutch business administration, and getting it wrong in either direction costs money. Some BV owners pay for a review or audit they were never legally required to obtain. Others skip a declaration entirely and only discover, when a bank or investor asks for one, that they needed it all along.
The reality is more nuanced than either assumption. Whether a declaration is required, and which of the three types, depends on the legal form of the business, its size under the Dutch Civil Code, and what third parties such as banks, subsidy providers, or investors expect. The size thresholds that determine mandatory audits were also raised by 25 percent starting from financial year 2024, a change that most guidance online has not yet caught up with. This article walks through exactly what applies, using the current 2026 figures, and corrects a factual error that still circulates across several Dutch advisory websites, which state that every BV needs a yearly approved declaration when in fact the vast majority never do.
The Three Types of Declaration: What Each One Actually Means
The term "accountantsverklaring" is often used as if it describes a single document, but it actually covers three fundamentally different reports. They differ in how deeply the accountant examines the figures, who is legally permitted to sign them, and what they cost. Many Dutch entrepreneurs use the terms interchangeably, which leads to confusion about what is actually needed and what a quote from an accountant is really covering.
Getting the type wrong runs in both directions: requesting the cheapest option when a bank or subsidy provider needs a higher level of assurance, or paying several thousand euros more for a full audit when a simple compilation would have satisfied everyone involved. The table below sets out how the three compare.
Aspect | Samenstellingsverklaring | Beoordelingsverklaring | Controleverklaring |
Closest English term | Compilation report | Review report | Auditor's report |
Level of assurance | None; accountant only compiles | Limited assurance; plausibility assessment | Reasonable assurance; full audit |
Depth of work | Compiles from client-provided data | Analytical procedures and enquiries | Risk assessment, controls testing, sampling, and verification |
Who can issue | RA, AA, or NOAB-registered bookkeeper | RA or AA (NBA-registered) only | An external accountant working through an AFM-licensed audit firm |
Legally mandatory for | Nobody, under the normal size rules | Only where sector rules, subsidy rules, or a contract require it | Medium-sized and large entities; certain regulated entities |
Typical cost (BV) | 600 to 1,500 euros | 1,500 to 5,000 euros | 5,000 to 15,000 euros or more |
Most common use | Small BV annual accounts; subsidy compilation | Bank financing; investor request; subsidy above threshold | Statutory audit obligation (controleplicht) |
The samenstellingsverklaring is the document most small Dutch BVs encounter every year. It does not say the figures are correct; the accountant compiles the financial statements from information supplied by the company, considers whether the result looks appropriate, and reports on the nature of the engagement, with no audit opinion given. The Belastingdienst does not require it, but banks and investors often find it sufficient for a standard financing request.
A beoordelingsverklaring goes further: the accountant makes enquiries and performs analytical work, and the conclusion is phrased as limited assurance, meaningful but lower than the reasonable assurance obtained in an audit. A controleverklaring follows a full audit, where the auditor gathers enough evidence to express an opinion on whether the financial statements are free from material misstatement. Reasonable assurance is deliberately not called absolute assurance, since an audit relies on risk-based procedures, judgement, and sampling rather than checking every transaction.
One title trap deserves attention: a bookkeeper may prepare annual accounts, and a NOAB member may issue a derdenverklaring where a particular scheme accepts one, but a bookkeeper who is not registered as an accountant with the NBA cannot issue an NBA samenstellingsverklaring. For a fuller comparison of who typically handles what, see accountant or bookkeeper.
When Is a Statutory Audit Legally Required? The Updated 2024 Thresholds
The statutory audit obligation, known as controleplicht, applies to Dutch legal entities that fail two of three size criteria in two consecutive financial years. From financial years beginning on or after 1 January 2024, these thresholds were raised by 25 percent, which means fewer companies now fall under the mandatory audit requirement than before the change took effect. This matters because many guides, in Dutch and English alike, still quote the former 6 million and 12 million euro limits.
Criterion | Old small-entity limit (until boekjaar 2023) | New small-entity limit (from boekjaar 2024) |
Balance sheet total (balanstotaal) | No more than 6 million euros | No more than 7.5 million euros |
Net revenue (netto-omzet) | No more than 12 million euros | No more than 15 million euros |
Average employees | Fewer than 50 | Fewer than 50, unchanged |
A legal entity is small, and therefore exempt from the statutory audit, if it meets at least two of these three criteria in two consecutive financial years. The wording matters here: the employee test is "fewer than 50," not "no more than 50," while the balance sheet and revenue tests are maximum amounts. Groups generally assess size on a consolidated basis, so checking only one operating BV in isolation can produce the wrong answer.
The Dutch implementation decision makes the new thresholds mandatory for financial years starting on or after 1 January 2024, and also allows companies to apply them to financial years starting on or after 1 January 2023. That option means there is no blanket instruction to retest 2023 figures under the new thresholds without first checking which accounting policy was actually applied in the 2023 accounts.
Two worked examples show how the transition plays out in practice. A calendar-year BV with 13 million euros in net revenue, a 6.5 million euro balance sheet total, and 35 employees in both 2023 and 2024 exceeds the old financial limits but stays within both new ones; applied consistently, this BV remains small and does not become subject to a statutory audit simply because it exceeded the former amounts. Compare that with a BV whose revenue reaches 17 million euros with an 8.2 million euro balance sheet and 42 employees in 2024, then 18 million euros in revenue with an 8.6 million euro balance sheet and 46 employees in 2025: this company fails two of the three tests in two consecutive years, even while staying below 50 employees, and moves into the medium-sized reporting regime with a statutory audit requirement, subject to first-year and group-specific rules.
One category is always controleplichtig regardless of size: public interest entities (PIEs), meaning listed companies, licensed banks, and licensed insurers. For a broader look at how the balance sheet total is calculated in the first place, see how to prepare a balance sheet.
What Each Legal Entity Actually Needs: A Quick Reference
The obligation to obtain any kind of declaration varies significantly depending on legal structure. A sole trader working as a ZZP has an entirely different position from the board of a medium-sized BV, and conflating the two is where much of the online confusion originates. The table below is a starting point, not a substitute for checking sector rules, articles of association, financing agreements, and subsidy protocols in your specific situation.
Legal entity | Statutory audit required? | Samenstellingsverklaring required? | Most common voluntary need |
Eenmanszaak / ZZP | No | No | Financing or subsidy above threshold |
VOF / maatschap | Generally no | No | Partnership agreements; bank financing |
Small BV (below thresholds) | No | No, but common in practice | Bank financing; investor; tender |
Medium BV (above thresholds) | Yes: controleverklaring mandatory | Superseded by controleverklaring | N/A |
Large BV (above thresholds) | Yes: controleverklaring mandatory | N/A | N/A |
NV | Usually yes (listed NV always) | Not applicable | N/A |
Stichting / vereniging above thresholds | Yes if BW2:395a applies | Depends on subsidy conditions | Subsidy verantwoording |
Stichting / vereniging below thresholds | No statutory obligation | Varies by subsidy protocol | Public subsidies often require it |
Coöperatie above thresholds | Yes | N/A | N/A |
The most common misconception this table addresses head-on: a small or micro BV has no statutory obligation for any accountantsverklaring whatsoever. It still needs to keep proper records, prepare annual accounts, and file the required financial information with the KvK, but filing and auditing are different obligations, and a formal assurance report is not a default legal requirement for most small BVs. A sole trader never faces a statutory audit obligation under Book 2 of the Dutch Civil Code, regardless of how much turnover the business generates, though other tax, sector, subsidy, or contractual requirements can still apply. If you are weighing which structure fits your situation in the first place, BV or sole trader covers the broader trade-offs.
When You Are Not Legally Required But Practically Cannot Avoid It
Between what the law mandates and what is entirely optional sits a large practical middle ground: situations where no statute requires an accountantsverklaring, but a specific third party will not move forward without one anyway. This "de facto mandatory" category is the most relevant for growing Dutch MKB businesses, and it rarely gets a clear explanation. The third party is not changing the law; it is deciding how much reliable financial information it needs before taking on risk.
Four situations come up most often. Bank financing above a certain amount is the first: a lender may accept internally prepared figures for a small facility, but will typically require at least a beoordelingsverklaring from an NBA-registered accountant before approving a larger facility, even though nothing in the law forces the BV to obtain one, and there is no single legal euro threshold used by every bank. Investor due diligence is the second: any serious investor looking at a BV above a modest size expects compiled or reviewed accounts, revenue reconciliations, and supporting evidence for cash, debt, and tax positions as a baseline. Government and corporate tenders are the third: procurement conditions frequently specify a solvency ratio, minimum turnover, and an accountant's report, and submitting a document with lower assurance than the tender specifies can make a bid non-compliant. Subsidies are the fourth, and the one with the clearest numeric threshold attached, though even here the exact trigger varies: some schemes apply it to the granted amount, others to the realised amount, and others per participant.
For subsidies where the advance payment exceeds 125,000 euros, a full accountantsverklaring from an NBA-registered accountant is typically required; for smaller amounts, a derdenverklaring from a NOAB-registered bookkeeper is often sufficient instead, though this is not a universal rule; some schemes require no external report at all, while others prescribe a particular professional, form, and procedure. Always check the accountantsprotocol attached to the specific subsidy before assuming a bookkeeper's statement will be accepted.
Before accepting financing or signing a subsidy agreement, it is worth asking five questions up front: what is the exact Dutch name of the required report, what level of assurance must it provide, which professional qualifications must the issuer hold, which reporting period and entity does it cover, and is there a prescribed protocol, template, or submission deadline. Getting these answers in writing before commissioning any work prevents the common and costly mistake of ordering a compilation only to discover the bank or subsidy provider needed limited or reasonable assurance instead. Since the type of declaration a bank or investor accepts also shapes what a company ends up paying in accountant fees each year, it is worth reading alongside how much tax you pay when planning annual costs.
What a Statutory Audit Actually Involves and What It Costs
A statutory audit is not a final check performed after an accountant has prepared the annual accounts; it is a structured evidence-gathering process conducted under Dutch auditing standards, the NV COS, the Dutch equivalent of the international ISA standards. The auditor, who must work through an AFM-licensed audit firm, stays independent throughout and builds an understanding of the business, its systems, and its risks before testing anything.
The work typically runs through five stages: planning and risk assessment, where the auditor maps revenue streams, systems, estimates, and fraud risk; controls and substantive testing, where selected controls and a sample of transactions, invoices, and journal entries are examined; external evidence, where bank balances or receivables are confirmed directly with third parties; accounting judgements, covering provisions, impairment, revenue recognition, and going concern; and completion and reporting, where misstatements are evaluated, adjustments discussed with management, and the auditor's report finally issued. A software BV with 18 million euros in annual revenue that bills customers upfront, for example, will see the auditor test contract terms, cash receipts, and the cut-off between recognised and deferred revenue, not just match invoices to the ledger.
The quality of the underlying administration strongly affects both timeline and fee. A clean audit trail and reconciled control accounts reduce follow-up questions; missing contracts, unexplained journals, and unreconciled intercompany balances create extra work and cost. Indicative cost ranges for 2026 look like this: a small BV that has just crossed into the medium-sized threshold can expect 5,000 to 8,000 euros; a mid-sized BV with moderate complexity is more likely in the 8,000 to 15,000 euros range; larger or more complex entities often exceed 15,000 euros. These are planning figures rather than regulated tariffs, and sector, group structure, and record quality can move the fee materially, so it is worth obtaining a scoped proposal rather than choosing an auditor on the lowest headline estimate. A first-year audit often costs more, since the auditor must also review the opening balance sheet and comparative figures without a predecessor's working papers to rely on, though the exact increase depends on how well those opening balances are documented rather than following any fixed percentage.
A practical timeline starts well before year-end: select the audit firm and agree scope three to six months ahead, complete interim work and resolve known accounting issues before the financial year closes, close the ledger and prepare the audit file in January and February, respond promptly during fieldwork, and finalise the financial statements and auditor's report at completion. A six to twelve week process after year-end is realistic for a well-prepared company, but audit firms have limited capacity during peak season, so companies that wait until the accounts are finished before contacting an auditor routinely add several weeks to their filing timeline. For background on how the annual accounts feed into this whole process, see annual accounts Netherlands.
The Inbrengverklaring: What Changed After the Flex-BV Reform
Contributions in kind at incorporation are a point where outdated advice still circulates widely. Since the Flex-BV reform took effect on 1 October 2012, a BV no longer automatically needs a mandatory accountant's declaration when shares are paid up with assets rather than cash. Older guidance describing the inbrengverklaring as a routine requirement for any non-cash contribution is describing rules that no longer apply in their original form.
What Book 2 of the Dutch Civil Code still requires is a description of the contributed assets and a defensible valuation, confirming the contribution is worth at least the nominal share capital being issued. In practice, the notary handling the incorporation, or the tax adviser structuring the transaction, may still ask for supporting valuation evidence before the deed can be finalised, particularly where the contributed assets are significant or hard to value. The most common scenario is a ZZP founder converting an existing eenmanszaak into a BV, where the business assets and goodwill built up as a sole trader form the contribution to the new BV; the incorporation and tax route may call for a business valuation and contribution description, which is a narrower and less formal requirement than the accountant's declaration many founders still expect to need.
The safest approach is to identify the exact document by its Dutch name and confirm the current requirement with the notary before assuming a formal accountantsverklaring is needed. If you are considering this route, how to convert a ZZP to a BV walks through the wider process this contribution question sits inside.
Get Your Declaration Sorted Before It Becomes a Problem
Working out which declaration applies to your BV, if any, is far easier before a bank, investor, or subsidy provider is waiting on an answer. Getting the type wrong in either direction, over-ordering an audit nobody required, or under-delivering when a bank expected a beoordelingsverklaring, costs time and money that a short conversation up front would have avoided.
If you want a clear read on where your BV actually stands under the current 2024 thresholds, and what that means for your accounts this year, book a demo and we will walk through your specific situation together. If you are still deciding on a legal structure, our team can also help you incorporate your BV or set up compliant bookkeeping and payroll from day one.
FAQs
Does every BV in the Netherlands need an accountant's declaration?
No. Small and micro BVs have no statutory obligation to obtain any type of accountantsverklaring. They still need proper records and annual accounts, and only BVs classified as medium-sized or large under the Dutch Civil Code are required to have a controleverklaring.
What are the 2024 statutory audit thresholds?
From financial year 2024 onwards, a BV is controleplichtig if it fails two of three criteria in two consecutive financial years: a balance sheet total above 7.5 million euros, net revenue above 15 million euros, or an average of 50 or more employees. Groups generally assess these figures on a consolidated basis.
What is the difference between a samenstellingsverklaring, beoordelingsverklaring, and controleverklaring?
A samenstellingsverklaring confirms the accounts were professionally compiled, with no assurance on accuracy. A beoordelingsverklaring provides limited assurance based on enquiries and analytical procedures. A controleverklaring reflects a full statutory audit with reasonable assurance the accounts are free from material misstatement.
Who is allowed to issue each type of declaration?
A samenstellingsverklaring can be issued by an RA, an AA, or a NOAB-registered bookkeeper. A beoordelingsverklaring requires an RA or AA registered with the NBA. A controleverklaring must be issued through an AFM-licensed audit firm by a properly registered external accountant.
Can a bookkeeper issue an accountantsverklaring?
A NOAB-registered bookkeeper can issue a samenstellingsverklaring or, where a specific scheme permits it, a derdenverklaring. Bookkeepers who are not registered as accountants with the NBA cannot issue a beoordelingsverklaring or a controleverklaring.
When does a bank require an accountant's declaration?
There is no single legal threshold that every bank applies. Banks set requirements based on the loan amount, risk, and quality of the available figures, so it is worth asking directly whether the lender needs compiled, reviewed, or audited accounts before commissioning any work.
What is a subsidy accountantsverklaring and when is it required?
Subsidy providers often require an accountant's statement confirming how funds were spent. Some schemes require a full NBA accountantsverklaring once the advance exceeds 125,000 euros, though the exact trigger, whether granted amount, realised amount, or amount per participant, depends on the scheme's own accountantsprotocol; below that, a derdenverklaring from a bookkeeper is sometimes sufficient.
What does a statutory audit cost in the Netherlands?
For 2026, a small BV just crossing into the medium-sized category can expect 5,000 to 8,000 euros, a mid-sized BV with moderate complexity 8,000 to 15,000 euros, and larger or complex entities 15,000 euros or more. A first-year audit often costs more due to the additional opening balance work, though the exact increase depends on record quality rather than a fixed rule.
Is an inbrengverklaring mandatory when incorporating a BV?
Not as a general rule since the Flex-BV reform of 1 October 2012 removed the automatic requirement for a formal accountant's declaration on non-cash contributions. A description and defensible valuation of the contributed assets is still required, and a notary or tax adviser may ask for supporting evidence, particularly for a ZZP converting into a BV through a geruisloze inbreng.
We are a stichting: do we need an audit?
Possibly. A stichting or vereniging needs a statutory audit if it meets the same two-of-three size criteria that apply to BVs under BW2:395a, and separately, sector legislation or a subsidy protocol can impose its own audit or assurance requirement regardless of size.
Written by
Nick Knuppe
CEO & Founder
