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 three "small" thresholds: €7.5 million balance sheet total, €15 million net turnover, 50 employees.
- 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.
What is Stichting Audit Requirements?
The starting point is article 2:360(3) BW2. A stichting does not automatically fall within Title 9's financial reporting regime. It enters scope only 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.
The audit obligation sits in article 2:393. 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 three thresholds for two consecutive years: balance sheet total of €7.5 million, net turnover of €15 million, and an average of 50 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. 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. The stichting produces and distributes organic food products across the Benelux, reinvesting all profits into sustainable agriculture programmes.
Step 1 — Determine whether BW2 Title 9 applies
The 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, and the net turnover for both the current and prior year. Cross-reference to the KVK registration confirming the enterprise activity.
Step 2 — Classify by size
The engagement team tests the three thresholds for two consecutive years. For FY2025, balance sheet total is €9.2M (exceeds €7.5M), net turnover is €18M (exceeds €15M), and average employees are 38 (below 50). For FY2024, balance sheet total was €8.1M (exceeds €7.5M), net turnover was €16.5M (exceeds €15M), and average employees were 35 (below 50). The stichting exceeds two of three thresholds in both years. It qualifies as medium-sized under article 2:397.
Documentation note: record all three 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., the stichting has no shareholders. The auditor identifies the board (bestuur) as the governing body responsible for the annual accounts. The stichting's bylaws require an annual audit regardless of size (a common clause in foundations receiving institutional funding). The auditor confirms 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. Note the absence of shareholders and confirm that the controleverklaring will be addressed to the board.
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
Practitioners at smaller firms 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 it is a B.V., N.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.
The two-year test catches firms off guard when a stichting crosses the €7.5M turnover threshold for the first time. 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 audit obligation 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 |
The distinction that matters on an engagement is the entry gate. 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
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.