# What changed: reporting obligations for medium-sized companies
The size criteria that decide whether a Dutch company counts as medium-sized for annual reporting purposes have been revised, and the direction of travel is upward: companies that previously sat in the medium-sized band may now qualify as small, with a lighter filing and audit regime. Confirm your company's current band before you rely on last year's classification.
Why this arises here
Dutch annual reporting duties under Title 9 of Book 2 of the Civil Code are graded by company size: micro, small, medium-sized and large. The band a company falls into determines whether it must file full annual accounts, an abbreviated balance sheet, or something in between, and whether a statutory audit applies at all.
These size thresholds are not fixed permanently. They are periodically revised at EU level and then transposed into Dutch law, because the boundaries are set in monetary terms and monetary terms drift. When the thresholds move, some companies change band without any change in their own trading activity: the company is the same, the box it fits into is not.
This page tracks that category of change. It does not describe a change in what a medium-sized company must file; it describes a change in which companies count as medium-sized in the first place.
The mechanics in short
Under the applicable rules, a company's size band is assessed against three criteria: balance sheet total, net turnover, and average number of employees. A company is placed in a band when it meets at least two of the three criteria on the relevant reference dates, generally assessed over two consecutive financial years.
The revision moved the relevant monetary thresholds upward. The practical effect is straightforward: a company whose balance sheet total and turnover sat just above the old medium-sized ceiling can now sit below the new one, and drop into the small-company band, without any change in the underlying business.
Dropping a band is not automatic paperwork. The company's own management has to run the test against the current thresholds, for the current and prior financial year, and decide which regime applies to the accounts it is about to file. Getting the band wrong exposes the accounts to a filing that does not match the statutory regime that in fact applies.
The employee-count criterion did not move in the same revision and continues to operate as a separate, independent test. A company can pass the monetary tests for a smaller band and still remain in a larger one if its employee numbers keep it there under the two-out-of-three rule.
The pattern specific to tracked changes
This is one instance of a recurring pattern: EU size thresholds are indexed from time to time, and each indexation cascades into the Dutch regime with a lag. The pattern is not company-specific and not sector-specific; it affects the classification exercise every Dutch company runs once a year, regardless of what it does.
What makes this class of change worth tracking rather than reading once is the lag itself. A company that classifies itself correctly this year can find itself misclassified next year purely because the reference figures moved again, not because anything in the business changed. Treat classification as a recurring check, not a one-off conclusion.
What to check
Confirm, against the current position rather than a memory of the old bands, which two of the three criteria your company meets. Check both financial years used in the assessment, not only the most recent one. Confirm whether a change of band changes your audit obligation, since audit exemption and size band are linked but assessed separately. If your accounts for the relevant financial year have already been prepared on the old classification, check whether they still need to be filed under the regime that in fact now applies.
| Element | Position before the revision | Position after the revision |
|---|---|---|
| Balance sheet total threshold | Lower ceiling applied | Ceiling moved upward |
| Net turnover threshold | Lower ceiling applied | Ceiling moved upward |
| Employee count threshold | Unchanged test, applied independently | Unchanged test, applied independently |
| Effect on borderline companies | Company classified as medium-sized | Same company may now classify as small |
| Effect on audit duty | Assessed against the old band | Assessed against the new band, separately |
The exact figures and the date on which the revision takes legal effect for your financial year are not stated here because they are not yet confirmed in our source registry. Do not rely on a figure from a professional website; check the current position on the official Dutch legislative publication register before you act.
This affects any company close to the old boundary in either direction. It is a matter for the board and the finance function to resolve before the accounts for the affected financial year are finalised, and it sits inside the broader corporate law and governance question of how a group structures and reports itself. Where a group also carries a guarantee under a group financing arrangement, the classification question interacts with the 403 declaration and residual liability, since the exemption available to a subsidiary depends in part on the group's own reporting position. Where the classification question surfaces mid-transaction, it also affects the long-stop date and force majeure in deal documents, because a change of reporting band can change what a seller is contractually required to deliver by completion.
What this does not cover
- It does not state the current monetary thresholds themselves; those are not confirmed in our registry and must be checked at the official source.
- It does not cover micro-company or large-company thresholds, only the medium-sized band and its neighbours.
- It does not cover sector-specific reporting regimes, such as those for financial institutions or listed companies.
- It does not cover consolidated group accounts, only single-entity classification.
- It does not replace a company's own size assessment, which has to be run against its own figures for the relevant financial years.
For a structural view of how a specific Dutch entity or group is organised and reports, a structure report sets out the entity's filing history and current classification as recorded. A comparable classification exercise arises outside the Netherlands too, for example in the beneficial ownership register position in Czechia, though the criteria differ by jurisdiction. Where a parent has instructed a decision that a subsidiary's board considers harmful to creditors, including on the basis of a misjudged reporting position, the position of a director asked to follow a parent's instruction that harmed creditors sets out the separate governance question that can follow.
Questions
Does this affect a company that has always filed as small?
No. The revision moves the boundary between bands upward, which can move a medium-sized company down into the small band, but it does not remove any obligation from a company that already qualified as small under the old thresholds.
What happens if the accounts are filed on the old classification by mistake?
Under the applicable rules, the classification has to match the company's actual position for the relevant financial years, not the filer's assumption. A misclassified filing is a matter to correct with the company's own advisers, and it does not automatically void the filing, but it should not be left uncorrected once identified.
Last legal review: 2026-09-15