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

Why notarial entities require a specialised audit approach

A notaris holds a public office (openbaar ambtenaar). The practice combines two functions that most professional services firms keep separate: 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. 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 supervisory authority 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.

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.

Third, the annual report covers both the kantoorvermogen (office/practice finances) and the privevermogen (the notaris's personal financial position). The BFT requires visibility into private finances because the personal financial position of the notaris is a risk indicator for the trust function.

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, 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. This data must be accompanied by an accountant's report. Several components make up the submission:

• Verslagstaten kantoor: a standardised financial report on the notarial practice, covering income, expenses, balance sheet items, and key ratios.
• Privevermogensopstelling: a statement of the notaris's personal net worth and taxable income.
• Bewaringspositie reconciliation: a calculation demonstrating that the derdengeldenrekening balance equals or exceeds the total amount owed to rechthebbenden.
• The accountant's report itself.

The BFT publishes its accountantsprotocol, which defines the exact procedures. 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. However, for larger practices, the kantoorjaarrekening must also be accompanied by a controleverklaring or beoordelingsverklaring, 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). 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 determines which engagement type applies

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
• 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.

In practice, the majority of notarial practices in the Netherlands are small by these criteria. 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. This is separate from and in addition to the audit or review of the kantoorjaarrekening.

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 exclusively for client funds. 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 must be at least equal to the sum owed. A positive bewaringspositie means the notaris holds enough funds. A negative bewaringspositie is a finding that the BFT will treat as a serious incident.

The Hoge Raad's ruling of 19 November 2021 expanded the definition of rechthebbenden. Before the ruling, only direct clients were considered rechthebbenden. The Court held that the Kadaster (Land Registry) is also a rechthebbende for its registration and search fees. The practical consequence is that notarissen must now maintain a minimum buffer on the derdengeldenrekening to cover Kadaster registration fees, search fees, and KVK inspection fees. The KNB issued a praktijkaanwijzing specifying the calculation methodology.

Testing the bewaringspositie requires the accountant to reconcile the bank balance to the dossieradministratie (case file administration). The BFT's protocol specifies that the accountant must select at least one dossier where funds have been held for more than six months and verify that rechthebbenden details are recorded. Long-standing balances are a red flag for the BFT.

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 balance drops below the total owed. Even a one-day gap is a compliance issue. Ask to see the notaris's internal procedures for payment release. Confirm that no outgoing payment is authorised until incoming funds have cleared, not just received.

The notaris's personal financial position: why it matters

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, this makes sense. The notaris holds millions of euros in client funds. If the notaris is personally insolvent or under financial pressure, the risk of derdengelden misuse increases.

The BFT's accountantsprotocol requires the accountant to perform agreed-upon procedures on the privevermogensopstelling and the belastbaar inkomen (taxable income) of each notaris. These 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.

Resistance from the notaris is common. The accountant must be clear that Wna article 24 requires this disclosure and that non-cooperation will result in 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.

The 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 are consistent with the annual figures.

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.

Filing deadlines matter more in notarial supervision than in most other contexts. When the BFT selects practices for on-site visits, late filing is one of the selection criteria.

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. 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.

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. One nalatenschapsdossier opened in March 2023 with €85K in held funds is selected for the six-month dossier check.

3. Examine the kantoorjaarrekening

Apply ISA procedures to the practice's financial statements. 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). The kantoorjaarrekening must be presented using the BFT's 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 comparing stated assets and liabilities to supporting evidence.

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. Both 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, and notaris headcount in writing before scoping.
2. Obtain the BFT's current accountantsprotocol before starting fieldwork. The protocol 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.
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.
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.
6. Ensure the privevermogensopstelling procedures cover all 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 substantially lower than the BW2 medium-sized thresholds. 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, the calculation must include a buffer for Kadaster and KVK fees per the KNB's praktijkaanwijzing.

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.