Wna (Wet op het Notarisambt) Audit Considerations: What Auditors Need to Know About Notarial Entities

Why notarial entities need a specialised audit approach

A notaris holds a public office (openbaar ambtenaar). The practice combines two things most professional services firms keep strictly apart: providing legal services and holding client money. The derdengeldenrekening (also called kwaliteitsrekening) under Wna article 25 is a statutory trust account where the notaris holds funds belonging to third parties, typically in connection with real estate transactions, corporate formations, family law matters, and estates. These funds don’t belong to the notaris. They belong to the gezamenlijke rechthebbenden (joint beneficiaries) and are legally separate from the notaris’s own assets.

This trust function creates an audit environment that differs from a standard professional services engagement in four ways. First, the supervisor is the BFT, not the AFM. The BFT (Bureau Financieel Toezicht) exercises financial supervision over notarissen and gerechtsdeurwaarders under a separate legislative framework from the Wta. The BFT receives annual and quarterly financial reports, can conduct on-site inspections, and can impose administrative fines or file disciplinary complaints with the Kamer voor het notariaat.

Second, the accountant’s engagement is defined not by ISA or NV COS alone but by the BFT’s accountantsprotocol, which specifies the exact procedures the accountant must perform. This protocol is a binding set of instructions. Deviate from it, even with alternative procedures you think provide equivalent assurance, and the BFT will reject the report.

Third, the annual report covers both the kantoorvermogen (office/practice finances) and the privevermogen (the notaris’s personal financial position). The BFT wants visibility into the notaris’s private assets and income because the personal financial position of the notaris is a risk indicator for the trust function. A notaris under financial pressure is a higher risk for misuse of derdengelden, which makes the going concern assessment of the personal position directly relevant.

Fourth, the reporting includes a detailed reconciliation of the bewaringspositie: the difference between the balance on the derdengeldenrekening and the amounts owed to individual rechthebbenden. This reconciliation is the core control. If the bewaringspositie is negative (meaning the notaris holds less cash than owed to clients), the BFT will investigate immediately.

The BFT reporting framework under Wna article 24

Wna article 24 paragraphs 4 and 5 require every notaris to submit annual financial data to the BFT. That data must be accompanied by an accountant’s report. Rna article 2 paragraph 4 specifies the form and content of the submission, including the verslagstaten (reporting statements) for the kantoor and the privevermogensopstelling.

Several components make up the submission. First, the verslagstaten kantoor: a standardised financial report on the notarial practice, covering income, expenses, balance sheet items, and key ratios. Second, a privevermogensopstelling: a statement of the notaris’s personal net worth and taxable income. Third, the bewaringspositie reconciliation: a calculation showing that the derdengeldenrekening balance equals or exceeds the total amount owed to rechthebbenden. And finally, the accountant’s report itself.

The BFT publishes its accountantsprotocol, which defines the exact procedures the accountant must perform. The current protocol references NV COS 4400 (agreed-upon procedures) as the engagement standard, meaning the accountant issues a rapport van feitelijke bevindingen (report of factual findings), not an audit opinion or review conclusion. For larger practices (see the next section), the kantoorjaarrekening must also be accompanied by a controleverklaring (audit opinion) or beoordelingsverklaring (review conclusion), depending on size.

The filing deadline is annual, and the BFT takes late filing seriously. Wna article 24 gives the BFT the power to impose administrative fines (bestuurlijke boete) or a penalty order (last onder dwangsom) for late submissions. In extreme cases, the BFT can file a complaint with the Kamer voor het notariaat, which has the authority to impose disciplinary sanctions up to and including removal from office.

Audit vs. review: how the Rna picks the engagement type

The Rna defines a “klein kantoor” (small practice) using criteria that differ significantly from the BW2 Title 9 size thresholds. A notarial practice is “small” if, for the two preceding financial years, it meets at least two of the following criteria: no more than four (kandidaat-) notarissen bear entrepreneurial risk in the practice, net turnover is no more than €2.5M per year, and the average number of FTEs is no more than 20.

If the practice qualifies as klein, a beoordelingsverklaring (review engagement under NV COS 2400 ) on the kantoorjaarrekening is sufficient. If the practice exceeds these thresholds, a controleverklaring (audit engagement under NV COS 700 ) is required.

Most notarial practices in the Netherlands are small by these criteria. A solo notaris with three kandidaat-notarissen, €1.8M turnover, and 15 FTE qualifies as klein. But practices in the Randstad with active real estate departments, multiple notarissen, and turnover above €2.5M will often exceed the thresholds and require a full audit.

Regardless of practice size, the NV COS 4400 agreed-upon procedures engagement on the BFT verslagstaten is always required. That’s separate from and in addition to the audit or review of the kantoorjaarrekening. The accountant performs both.

The derdengeldenrekening and bewaringspositie

The derdengeldenrekening is the single highest-risk area in any notarial engagement. Under Wna article 25, the notaris must maintain one or more special bank accounts (bijzondere rekeningen) exclusively for client funds. These accounts are held in the notaris’s name but with the designation of their public function. The funds belong to the rechthebbenden, not to the notaris. They are separated from the notaris’s personal and office assets by operation of law.

The bewaringspositie is the reconciliation between the derdengeldenrekening balance and the total claims of all rechthebbenden. At any point in time, the balance on the derdengeldenrekening must be at least equal to the sum owed to all rechthebbenden. A positive bewaringspositie means the notaris holds enough funds. A negative bewaringspositie is a finding that the BFT will treat as a serious incident.

Honestly, this is the section where the file either protects you or it doesn’t. I’ve seen accountants sign off on a clean bewaringspositie at year-end and get dragged into a BFT inquiry six months later because the working papers couldn’t reconstruct how they got there.

The Hoge Raad’s ruling of 19 November 2021 expanded the definition of rechthebbenden. Before the ruling, the general assumption was that only direct clients of the notaris were rechthebbenden. In that ruling, the Court held that the Kadaster (Land Registry) is also a rechthebbende for its inschrijvingskosten (registration fees) and recherchekosten (search fees) to the extent that a party to the transaction deposited funds on the derdengeldenrekening in connection with those fees.

The practical consequence is that notarissen must now maintain a minimum buffer on the derdengeldenrekening to cover Kadaster registration fees, Kadaster search fees, KVK (Chamber of Commerce) inspection fees, and related disbursements. The KNB (Koninklijke Notariele Beroepsorganisatie) issued a praktijkaanwijzing specifying how to calculate this buffer. For the accountant, that means the bewaringspositie calculation now has an extra component that didn’t exist before November 2021.

Testing the bewaringspositie requires the accountant to reconcile the bank balance on the derdengeldenrekening to the dossieradministratie (case file administration), where each individual dossier tracks the funds held for that transaction. The BFT’s accountantsprotocol specifies that the accountant must select at least one dossier where funds have been held for more than six months and verify that the rechthebbenden’s details are recorded. Long-standing balances on the derdengeldenrekening are a red flag for the BFT because they may signal forgotten funds, disputed transactions, or worse.

In practice, the reconciliation is more complex than it looks on paper. Real estate transactions move through the derdengeldenrekening quickly: funds arrive from the buyer, the notaris verifies everything, then pays out to the seller, the mortgage lender, the Kadaster, and the tax authority. Estate settlement (nalatenschaps) dossiers can remain open for years, with funds sitting on the derdengeldenrekening while heirs dispute the distribution. Depot agreements (where funds are held pending a contractual condition) can also create long-tail balances.

For the accountant, the key risk is a timing difference that creates a temporary negative bewaringspositie. If the notaris pays out on a real estate transaction before the buyer’s funds have cleared, the derdengeldenrekening balance drops below the total owed. Even a one-day gap is a compliance issue. The BFT expects the notaris to have controls in place to prevent this, and the accountant’s procedures should test whether those controls function. Ask to see the notaris’s internal procedures for payment release. Confirm that no outgoing payment is authorised until the incoming funds have cleared, not just received. Don’t settle for “appears reasonable. Waive further pursuit” here. The file should tell a story about how each payment was timed.

A separate risk relates to Wwft (Wet ter voorkoming van witwassen en financieren van terrorisme) compliance. The notaris handles large cash flows through the derdengeldenrekening, making the practice a potential conduit for money laundering. While Wwft compliance is supervised by the BFT separately from the financial supervision, the accountant’s procedures on the derdengeldenrekening will inevitably touch Wwft-sensitive areas. If you encounter a transaction where the source of funds is unclear, or where the economic rationale for routing funds through the notaris is difficult to explain, document it. You are not the Wwft compliance officer, but your engagement file should reflect what you observed.

The notaris’s personal financial position: why it matters for the engagement

The privevermogensopstelling requirement is unusual by audit standards. In no other type of Dutch engagement does the accountant routinely examine the personal financial position of the entity’s principal. But in the notarial context, it makes sense. The notaris holds millions of euros in client funds. If the notaris is personally insolvent, under financial pressure from creditors, or carrying undisclosed liabilities, the risk of derdengelden misuse goes up.

The BFT’s accountantsprotocol requires the accountant to perform agreed-upon procedures on the privevermogensopstelling and the belastbaar inkomen (taxable income) of each notaris in the practice. These procedures typically include comparing stated bank balances to bank confirmations, verifying mortgage obligations against mortgage deeds, and reconciling stated taxable income to the most recent filed IB return (income tax return). The accountant issues findings, not an opinion. But those findings go directly to the BFT, which uses them to assess whether the notaris poses a financial risk to client funds.

Resistance from the notaris is common. Sharing personal financial details with their accountant feels intrusive, particularly for notarissen who view their private finances as separate from the practice. The accountant must be clear that Wna article 24 requires this disclosure and that non-cooperation will produce an adverse finding in the BFT report. An adverse finding on the privevermogensopstelling is a trigger for a BFT on-site visit.

Quarterly reporting obligations

In addition to the annual submission, every notaris must file quarterly figures (kwartaalgegevens) with the BFT. These must be submitted within one month after the end of each reporting quarter. Quarterly figures cover the practice’s financial position and include a current bewaringspositie calculation.

Quarterly reporting is not subject to an accountant’s examination. The notaris prepares and submits the figures directly. But the annual engagement often begins with a review of whether the quarterly submissions were filed on time and whether they’re consistent with the annual figures. Gaps between the quarterly and annual data are a finding that the BFT flags.

For the accountant, that means the engagement acceptance decision should include a check on whether the notaris has filed all quarterly returns on time. A pattern of late or missing quarterly filings signals a practice with weak financial controls, and the BFT will expect the accountant’s annual report to address it. If the PY file just rolled the quarterly analysis forward as SALY, dig deeper this year.

One practical point: quarterly figures are self-reported by the notaris and not subject to accountant review. When you begin fieldwork for the annual engagement, compare the quarterly bewaringspositie figures to the independently reconciled year-end figure. If the quarterly figures showed a consistently positive bewaringspositie but the year-end reconciliation reveals a thin or negative position, the quarterly data may not have been accurate. Document the discrepancy. The BFT cross-references the two data sources and will follow up on inconsistencies.

Filing deadlines matter more in notarial supervision than in most other contexts. The BFT has operational visibility into every practice’s submission history. When the BFT selects practices for on-site visits, late filing is one of the selection criteria. If your client’s practice has a history of late filings, your annual engagement carries more scrutiny by default.

Worked example: auditing a mid-sized notarial practice

Scenario: Notariskantoor Hendriks & De Vries is a partnership of two notarissen and two kandidaat-notarissen in Leiden. The practice has 22 FTE and net turnover of €2.9M. It handles approximately 1,400 dossiers per year, primarily real estate transactions and corporate law matters. The derdengeldenrekening balance at 31 December 2024 is €4.7M.

1. Determine engagement type. The practice exceeds two of the klein criteria (turnover €2.9M > €2.5M, FTE 22 > 20). It’s a “groot kantoor” for BFT purposes. A full controleverklaring on the kantoorjaarrekening is required, plus the NV COS 4400 agreed-upon procedures on the verslagstaten.

Documentation note: record the size assessment against all Rna criteria for both preceding financial years. Cross-reference with the BFT’s accountantsprotocol to confirm the engagement type.

2. Test the bewaringspositie. The dossieradministratie shows €4.68M owed to rechthebbenden across 247 open dossiers. The derdengeldenrekening balance is €4.70M. Bewaringspositie: +€20K. The practice also maintains a €15K buffer for Kadaster and KVK fees per the KNB praktijkaanwijzing.

Documentation note: document the reconciliation between the bank balance, the dossieradministratie total, and the buffer requirement. Select one dossier where funds have been held for more than twelve months (a nalatenschapsdossier opened in March 2023 with €85K in held funds). Verify that the rechthebbenden’s details (names, BSN numbers, contact details) are recorded in the dossier.

3. Examine the kantoorjaarrekening. Apply ISA procedures to the practice’s FS. Key areas: completeness of fee income (cross-reference dossier openings to billed fees), classification of kantoorvermogen vs. derdengelden, valuation of work in progress, and completeness of liabilities (including professional indemnity insurance coverage).

Documentation note: the kantoorjaarrekening must be presented using the BFT’s verslagstaten format. Standard NL GAAP presentation is not sufficient. Verify that the accountant’s working papers map the NL GAAP trial balance to the verslagstaten format.

4. Examine the privevermogensopstelling. Each notaris must provide a personal net worth statement and taxable income disclosure. The accountant performs agreed-upon procedures on this data, comparing stated assets and liabilities to supporting evidence (bank statements, tax returns, mortgage deeds). The purpose is to give the BFT visibility into whether the notaris is personally solvent.

Documentation note: this is the most sensitive part of the engagement. The notaris may resist providing personal financial details. The accountant must explain that the Wna requires this disclosure and that non-cooperation will produce a qualified or adverse finding in the BFT report.

5. Issue the reports. The engagement produces two deliverables: the controleverklaring on the kantoorjaarrekening, and the NV COS 4400 rapport van feitelijke bevindingen on the verslagstaten. The rapport covers the kantoorjaarrekening, the privevermogensopstelling, the bewaringspositie, and the quarterly filing compliance. Both deliverables are filed with the BFT within the annual deadline.

Practical checklist for Wna engagements

1. At engagement acceptance, verify the practice’s size classification against the Rna klein criteria for both preceding financial years. Get the FTE count, turnover, notaris headcount, and kandidaat-notaris headcount in writing before scoping the work.
2. Obtain the BFT’s current accountantsprotocol before starting fieldwork. The protocol specifies exact procedures and has been updated multiple times. Using an outdated version will result in the BFT returning the report.
3. Test the bewaringspositie at the balance sheet date by reconciling the derdengeldenrekening bank balance to the dossieradministratie total. Confirm the Kadaster/KVK buffer is maintained per the KNB praktijkaanwijzing issued after the Hoge Raad’s November 2021 ruling.
4. Select at least one dossier with funds held for more than six months and verify that rechthebbenden details are complete. This is a specific BFT protocol requirement, not a sample-based judgment call.
5. Confirm that all four quarterly filings for the year were submitted to the BFT on time. If any were late or missing, document the gap and expect the BFT to reference it when reviewing the annual submission.
6. Ensure the privevermogensopstelling procedures cover both notarissen in the practice (not just the managing partner). Each notaris must provide individual personal financial data.

Common mistakes

• Applying BW2 Title 9 size criteria instead of the Rna’s own klein/groot classification. The Rna thresholds (€2.5M turnover, 4 notarissen, 20 FTE) are much lower than the BW2 medium-sized thresholds (€50M turnover, 250 employees). A practice that qualifies as “small” under BW2 may require a full audit under the Rna.
• Ignoring the post-2021 buffer requirement in the bewaringspositie calculation. After the Hoge Raad’s ruling that the Kadaster is a rechthebbende on the derdengeldenrekening, the bewaringspositie calculation must include a buffer for Kadaster and KVK fees. The KNB’s praktijkaanwijzing spells out the methodology.

Related content

• WTA explained (blog). The Wta governs the auditor’s own licence requirement. If your firm performs the audit of a notarial practice as a statutory engagement, the Wta applies to your firm.
• ISA 520 analytical review calculator (tool). Useful for the kantoorjaarrekening analytical procedures, particularly for benchmarking fee income per dossier and per notaris.
• Going concern (glossary). The BFT uses the privevermogensopstelling specifically to assess the financial viability of the notaris and the practice. Going concern indicators in a notarial context include personal insolvency risk.

Related tools and reading

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Frequently asked questions

Further reading and source references

• Wet op het notarisambt (Wna), articles 24-25: The statutory basis for BFT reporting and the derdengeldenrekening trust account.
• BFT Accountantsprotocol: The binding set of procedures the accountant must follow for notarial engagements.
• Hoge Raad, 19 November 2021: The ruling expanding the definition of rechthebbenden to include the Kadaster.
• KNB Praktijkaanwijzing: Guidance on calculating the bewaringspositie buffer following the Hoge Raad ruling.
• NV COS 4400 : The engagement standard for agreed-upon procedures on the BFT verslagstaten.