Key Points
- A stichting with an enterprise exceeding €7.5 million net turnover for two consecutive years falls within BW2 Title 9 and must prepare annual accounts.
- The statutory audit obligation under article 2:393 applies when the stichting exceeds two of the "small" thresholds (balance sheet total, net turnover, and employee count) for two consecutive years.
- Stichtingen without an enterprise fall outside BW2 Title 9 entirely, though sectoral laws or bylaws may impose separate audit obligations.
- The size thresholds increased by 25% effective for financial years beginning on or after 1 January 2024, raising the bar for when the audit obligation kicks in.
When does a stichting need a statutory audit?
Every year we see firms accept a stichting engagement and default to a voluntary audit report, only to discover mid-fieldwork that the entity actually required a wettelijke controle. The mistake usually starts with the assumption that foundations sit outside BW2 Title 9. They don't (at least not always).
Article 2:360(3) BW2 is the entry gate. A stichting falls within Title 9's financial reporting regime when it operates an enterprise (onderneming) that generates net turnover of at least €7.5 million in each of two consecutive financial years. Once inside Title 9, the stichting is classified as micro, small, medium, or large using the same size criteria that apply to a B.V. or N.V. under articles 2:395a through 2:397.
Article 2:393 contains the audit trigger. Medium and large legal entities must appoint a registered accountant to audit their annual accounts. A stichting qualifies as "small" (and avoids the audit obligation) if it does not exceed two of the following for two consecutive years: €7.5 million balance sheet total, €15 million net turnover, 50 average employees. These monetary thresholds were raised by 25% through the decree of 5 March 2024, implementing EU Delegated Directive 2023/2775. The employee threshold stayed unchanged.
Stichtingen without an enterprise remain outside Title 9. That does not mean they escape audit entirely. Sectoral legislation imposes audit obligations on specific categories regardless of legal form. Housing corporations (woningcorporaties) face audit requirements under the Woningwet, and pension funds fall under the Pensioenwet. Stichtingen with ANBI status (algemeen nut beogende instelling) must publish financial information, and while ANBI rules do not mandate a statutory audit, the tax authority may request an auditor's report as supporting evidence. Many stichtingen also impose audit requirements on themselves through their own bylaws (statuten), particularly those that receive subsidies or donations from institutional funders.
Worked example: Stichting Rossi Alimentari Foundation
Client: Italian-origin food production foundation registered as a Dutch stichting, FY2025, operating an enterprise with revenue of €18M, balance sheet total of €9.2M, 38 employees, Dutch GAAP (RJ) reporter. It produces and distributes organic food products across the Benelux, reinvesting all profits into sustainable agriculture programmes.
Step 1. Determine whether BW2 Title 9 applies
This stichting operates an enterprise (it sells food products commercially). Net turnover in FY2024 was €16.5M and in FY2025 is €18M. Both years exceed the €7.5M threshold in article 2:360(3). Title 9 applies.
Documentation note: record the legal form (stichting), the existence of an enterprise, the net turnover for both current and prior year, and the KVK registration confirming enterprise activity.
Step 2. Classify by size
We test the size thresholds for two consecutive years. For FY2025, balance sheet total is €9.2M (exceeds €7.5M), net turnover is €18M (exceeds €15M), average employees are 38 (below 50). For FY2024, balance sheet total was €8.1M (exceeds €7.5M), net turnover was €16.5M (exceeds €15M), average employees were 35 (below 50). Two of the size criteria are exceeded in both years, so this stichting qualifies as medium-sized under article 2:397.
Documentation note: record all criteria for both years in a classification memo. State the conclusion (medium-sized) and confirm that the statutory audit obligation under article 2:393 applies. Retain the prior-year comparative data to support the two-year test.
Step 3. Address stichting-specific considerations
Unlike a B.V., this stichting has no shareholders. We identify the board (bestuur) as the governing body responsible for the annual accounts. Because the bylaws require an annual audit regardless of size (a common clause in foundations receiving institutional funding), we confirm that the scope of the statutory audit under article 2:393 satisfies the bylaw requirement, avoiding the need for a separate engagement.
Documentation note: file a copy of the relevant bylaw clause alongside the engagement letter. Record that the statutory audit scope meets the bylaw obligation and that the controleverklaring will be addressed to the board (not shareholders, since there are none).
Conclusion: the stichting is subject to a statutory audit because it operates an enterprise within BW2 Title 9 scope and exceeds the "small" size thresholds for two consecutive years, making the engagement defensible on both the legal trigger (article 2:360(3)) and the size classification (article 2:397).
Why it matters in practice
At firms like ours, practitioners sometimes assume that a stichting is exempt from statutory audit because it is "not a company." Article 2:360(3) BW2 brings stichtingen with an enterprise into Title 9 based on turnover, not legal form. The AFM has noted in its supervisory communications that the controleplicht (audit obligation) depends on the entity meeting the relevant criteria, regardless of whether the entity is a B.V. or stichting. Firms that accept a stichting engagement without performing the Title 9 entry test risk issuing a voluntary audit report when a statutory audit was legally required. This is the finding that generates the most painful conversations with partners, because the firm has already signed an engagement letter for the wrong type of engagement.
We've seen teams just SALY the risk assessment from the prior year without checking whether the stichting's turnover crossed the €7.5M threshold during that period. Article 2:360(3) requires the threshold to be exceeded in two successive financial years before Title 9 applies. Teams that apply Title 9 after a single year of threshold exceedance create unnecessary cost for the client. Teams that fail to flag the first year of exceedance lose the opportunity to prepare the client for the statutory audit obligation in the following year.
Stichting vs. B.V. audit obligation
| Dimension | Stichting | B.V. |
|---|---|---|
| Entry into BW2 Title 9 | Only if it operates an enterprise with ≥€7.5M turnover for two consecutive years (article 2:360(3)) | Automatic (article 2:360(1)) |
| Size classification | Same thresholds as B.V. once inside Title 9 (articles 2:395a–2:397) | Same thresholds |
| Audit trigger | Medium or large classification under article 2:393, same as B.V. | Medium or large classification under article 2:393 |
| Governance difference | No shareholders; controleverklaring addressed to the board (bestuur) | Shareholders adopt annual accounts at the AGM |
| Bylaw audit clauses | Common, especially for subsidy-receiving or ANBI stichtingen | Rare; B.V. audit driven by statute, not bylaws |
On an engagement, the entry gate is what matters. A B.V. is inside Title 9 from incorporation. A stichting must first pass the enterprise-and-turnover test before the size classification even becomes relevant.
Related terms
Related reading
Frequently asked questions
Does a stichting without an enterprise need an audit?
A stichting that does not operate an enterprise falls outside BW2 Title 9 entirely, so article 2:393 does not apply. However, sectoral legislation (Woningwet for housing corporations, Pensioenwet for pension funds) may impose a separate audit obligation. Many stichtingen also require an audit through their own bylaws, particularly those receiving subsidies or institutional donations. Check the bylaws before concluding that no audit is needed.
When do the updated 2024 size thresholds apply to stichtingen?
The decree of 5 March 2024 raised the monetary thresholds by 25% for financial years beginning on or after 1 January 2024, with optional early application for years beginning on or after 1 January 2023. For a stichting with a calendar-year financial year, the first mandatory application is the FY2024 annual accounts. Article 2:396 BW2 contains the updated "small" thresholds: €7.5M balance sheet total and €15M net turnover.
Can a stichting board voluntarily request a statutory audit even if the entity is small?
No. A voluntary audit of a small stichting is not a wettelijke controle (statutory audit) under the Wta. It is a voluntary engagement. The engagement letter must specify this distinction, because only a statutory audit performed by an AFM-licensed firm produces a controleverklaring as defined in article 2:393. A voluntary audit produces an auditor's report under NV COS 700 but without the statutory status.