SUPERVISION INTERPRETATION

Interpretation of Articles 16 and 16b Wta

In brief – This interpretation provides further clarification of the principles contained in Articles 16 and 16b of the Act on Supervision of Accounting Organizations (Wta). The requirements from these articles ensure that Accountants occupy a central position within the accounting organization, so that they can always act in the public interest. In doing so, Accountants must have a decisive influence in the accounting organization.

JUNE | 2026

Introduction 3
Legal provisions in the Wta that directly affect the design of investment structures 5
Applied principles 6
3.1 All board decisions fall under daily policy 6
3.2 Majority of voting rights 6
3.3 Investment protection measures 7
Interpretation 8
Examples 10
Legal framework 12

1. Introduction

The value attributed in society to the objective judgment of the accountant is of great importance for the functioning of the economy. When making decisions, market parties must be able to rely on the image of their (financial) position presented by enterprises and on the statement issued by an accountant regarding the fairness thereof. Adding certainty in society by issuing statements on the fairness of presented financial data is a core public function of the accountant.1

In addition to this core public function, accounting organizations are also enterprises with commercial objectives, competing with one another. This creates pressure. Pressure from shareholders and pressure from audited enterprises. There is a certain tension between the core public function and commercial objectives. This tension contributes to the need for statutory safeguarding of the quality of accounting audits. The statutorily safeguarded quality allows for competition only on the efficiency aspects of execution.2

In recent years, more and more accounting organizations have attracted external investors. The Wta sets conditions for accounting organizations with such investments in Articles 16 and 16b. These provisions are important to ensure that accountants can perform their profession independently and in compliance with behavioral and professional rules. These articles aim to ensure that accountants occupy a central position within the accounting organization, both at the board level and at the shareholder level. Accountants are thereby able to take responsibility to act in the public interest and counteract the financial incentives of external investors.

Given the importance of uniform application of legal provisions by all accounting organizations, the AFM explains in this interpretation the meaning of two articles in the Wta, Articles 16 and 16b. This interpretation is based on current legislation.

Interpretation outlines principles and expectations

An interpretation by the AFM is a written policy statement in which the AFM’s view on current legislation and regulations under its supervision is presented. Through its contacts with market parties and the legal profession, the AFM identifies topics where there is a need for interpretation. With this interpretation, the AFM aims to explain the standard in accordance with (European and national) law and legislative history.

The AFM expects accounting organizations to structure their organization in accordance with the principles contained in current legislation. These principles are presented in this interpretation.

In this context, accounting organizations, when designing investment structures, must examine whether that structure actively enables them and the external accountants working for or affiliated with them to safeguard their responsibility to act in the public interest. Given their public role, it is expected of accounting organizations, and of accountants subject to behavioral and professional rules, that they provide an interpretation of legislation that does justice to the interests the legislation aims to protect.

TK, 2003/2004, 29 658, no. 3, p. 1 and 2.
Staatsblad, 2006, no. 380, p. 32.

Questions?
Do you have questions about this interpretation and its application? Then contact the AFM via wta@afm.nl.

2. Legal provisions in the Wta that directly affect the design of investment structures

Article 16 Wta stipulates that the daily policy of an accounting organization is determined by a majority by accounting organizations, audit firms, or natural persons who meet the rules regarding professional competence of external accountants set pursuant to Article 25 Wta, or rules equivalent thereto. If the daily policy of the accounting organization is determined by two persons, at least one of these persons must meet these rules.

Pursuant to Article 16b Wta, the majority of voting rights in an accounting organization must be held by accounting organizations, audit firms, or natural persons who meet the rules regarding professional competence of external accountants set pursuant to Article 25 Wta, or rules equivalent thereto.

In the discussion of these legal articles in this interpretation, for brevity, the term ‘Accountants’ is used for ‘accounting organizations, audit firms, and natural persons who meet the rules regarding professional competence of external accountants set pursuant to Article 25 Wta, or rules equivalent thereto’. By accounting organization is meant the enterprise or institution to which the AFM has granted a license pursuant to Article 6 of the Wta.

The importance of the aforementioned provisions lies in the necessity that an accountant must be able to perform their profession independently and in compliance with behavioral and professional rules. This is of fundamental importance for promoting public trust in the reliability of external accountant statements. Accountants and users of accountant statements benefit from justified, stable, and widely supported trust in the functioning of the profession. The behavioral and professional rules also imply that accountants have an important responsibility to act in the public interest. The majority requirements from Articles 16 and 16b Wta ensure that Accountants occupy a central position within the accounting organization, so that they can always act in the public interest.

3. Applied principles

When determining whether the requirement is met that the daily policy of the accounting organization is determined by a majority by Accountants and that the majority of voting rights in an accounting organization are held by Accountants, the following principles are applied.

3.1 All board decisions fall under daily policy

The natural persons who have daily management of the accounting organization are considered policy determiners. All decisions made by them are classified under determining daily policy, as intended in Article 16 Wta. By policy determiners is understood, in any case, the persons who formally hold the position of board member of the accounting organization.

For a sole proprietorship, the owner is the sole board member and thus policy determiner. For a partnership or other form without legal personality, this depends on the contractually agreed arrangements between the parties and their execution in practice. If they have agreed in writing that the board of the accounting organization is in the hands of one or more of them, these latter persons are in any case formally board members and thus policy determiners. If one or more persons act as such, they are also considered policy determiners. If the parties have not made written agreements, all persons who are party to the agreement are formally board members. For an organizational form with legal personality (such as a private limited company (B.V.), public limited company (N.V.), foundation, cooperative, association), it applies that at least those who are registered as formal board members in the trade register are considered policy determiners.

Also, natural persons who do not formally hold the position of board member but actually have daily management over the accounting organization are considered policy determiners.

3.2 Majority of voting rights

Explanation of the term ‘voting rights’ independent of legal form

Article 16b Wta is not tailored to one or more specific legal forms, but to accounting organizations regardless of their legal form. By ‘accounting organization’ in the Wta is meant an enterprise or institution, or an organization in which such enterprises or institutions are connected with each other, which has as its objective the performance of statutory audits. This includes partnerships, sole proprietorships, but also other collaborative arrangements. The explanation of the term ‘voting rights’ is therefore not only based in this interpretation on, for example, a voting right connected to the ownership of shares in a company. The explanation also covers voting rights that voting right holders can exercise in bodies of other collaborative arrangements, such as, for example, a general meeting of members or a meeting of partners.

Decisive influence of Accountants in the accounting organization

Since Article 16b Wta applies to any licensed collaborative arrangement that commercially performs statutory audits, the ‘voting right’ must be explained as the ability to exercise influence in the accounting organization. Since the majority of voting rights in an accounting organization must be held by Accountants, it follows that Accountants must have a decisive influence in the accounting organization when exercising voting rights. This aligns with Article 16 Wta, which states that the daily policy of an accounting organization is determined by a majority by Accountants. Accountants must therefore always have a decisive influence in an accounting organization.

Both formal and substantive structures lead to decisive influence by Accountants

From the perspective of decisive influence, agreements regarding the exercise of voting rights in decisions concerning the accounting organization also fall within the scope of Article 16b Wta. It is not only about the formal allocation of voting rights (via, for example, statutes), but also about the substantive implementation (e.g., via voting agreements). In other words, it is not permitted to limit the voting right allocated to Accountants through constructions if they thereby no longer have decisive influence in fact. One can think of approval rights and qualified majorities in decision-making.

Accountants exercise decisive influence on all decisions concerning the accounting organization

The requirement in Article 16b Wta is formulated generally and makes no distinction between policy areas. The requirement that decisive influence in an accounting organization is exercised by Accountants therefore applies to all decisions by voting right holders concerning the accounting organization.

Voting rights can be held indirectly and directly

Accountants can hold voting rights indirectly. In such situations, the question arises which persons can exercise influence on the accounting organization. For this, one must look through the structure to the ultimate party holding voting rights indirectly in the accounting organization. In accounting organizations, Accountants must exercise decisive influence within the group of persons who can exercise influence.

3.3 Investment protection measures

The (European) legislator has not chosen to exclude investments by parties other than Accountants. The chosen legal formulation has created space to give priority to the interests of independence and professional competence. On the other hand, it is too risky for third parties wishing to invest in accounting organizations if the investment cannot be protected in any way. Against this background, the AFM allows space for basic measures to protect the investment that affect the continuity and identity of the accounting organization. For this, reference is made to section 4.9 of this interpretation.

Furthermore, it is important that the AFM can supervise the authority structure established for an investment and its implementation in practice. Article 17 Wta stipulates that the formal or actual ownership structure of the accounting organization must not hinder the adequate exercise of supervision on compliance with what is determined by or pursuant to the Wta. Given the many possibilities to give shape to an authority structure, and the importance that the formal or actual authority structure does not hinder, in theory and practice, the adequate exercise of supervision on compliance with Articles 16 and 16b Wta, there is an additional interest in offering space only for basic investment protection measures.

4. Interpretation

The principles outlined above lead to the following interpretations:

Accountants must have decisive influence in an accounting organization when exercising voting rights.
The daily policy of an accounting organization must be determined by a majority by Accountants. In the explanation of majority, both the number of persons and the weight of their voting right are considered; i.e., Accountants must have decisive influence regarding daily policy.
If the daily policy of the accounting organization is determined by two persons, at least one of them must be an Accountant, and the voting right allocated to the Accountant must never be less heavy than that of the other policy determiner who is not an Accountant.

Approval Rights

An approval right exists in the context of the subject of this interpretation if the policy determiners or voting right holders of an accounting organization, in the context of a (type of) decision, need the consent of a third party (i.e., not being the body that is in principle authorized to make the decision), and where there is no statutorily mandated3 approval right.

Approval rights generally detract from the decisive influence that Accountants must have when exercising voting rights and determining daily policy. An approval right that grants voting right holders or policy determiners the ability to assign a third party the power to block the decision results in the majority of policy determiners or the majority of voting right holders no longer having decisive influence regarding that (type of) decision. When these decisions can be blocked by the third party, they are in conflict with Articles 16 and 16b Wta.

The decisive influence of Accountants can – besides the permitted exceptions mentioned in section 4.9 – only be overridden by approval rights if this – in line with the background for the introduction of an internal supervisory body for certain types of accounting organizations – is exercised by independent persons and bodies. These persons or, in the case of a body, the members of that body, must meet the same independence requirements as apply to members of the mandatory internal supervisory body as intended in Article 22a of the Wta and Article 34c of the Decision on Supervision of Accounting Organizations (Bta). These persons and members of the body must be guided by the interest of the accounting organization and the enterprise connected to it, and the public interest to safeguard the quality of statutory audits.

3 See, for example, Article 2:239, sixth paragraph of the Civil Code or the consent right of the Works Council as intended in Article 27 of the Works Councils Act.

This means that – besides the permitted exceptions mentioned in section 4.9 – approval rights can also be granted to (i) the internal supervisory body if an accounting organization has a system of independent internal supervision, established according to the requirements of Article 22a Wta, and (ii) to persons or other bodies whose members meet the same independence requirements as apply to members of the mandatory internal supervisory body.
For the avoidance of doubt, it is noted that granting approval rights or other forms of granting authority to third parties can lead to these third parties exercising significant influence on the daily management of the accounting organization and thereby qualifying as co-policy determiners of the accounting organization.

They may even qualify as actual policy determiners if they come to possess such broad instruction and/or approval rights that they actually determine the daily policy of the accounting organization from a factual and/or legal position of power. This means that accounting organizations must take these third parties into account when answering the question of whether Article 16 Wta is met.

Qualified Majorities

A qualified majority exists in the context of the subject of this interpretation if the policy determiners or voting right holders of an accounting organization, in the context of a (type of) decision, need a greater than an ordinary majority, and where there is no statutorily mandated qualified majority. Qualified majorities must not, with regard to Articles 16 and 16b Wta, lead to Accountants no longer having decisive influence in the accounting organization when exercising voting rights and determining daily policy. When decisions can be blocked by non-Accountants, they are in conflict with Articles 16 and 16b Wta. For permitted exceptions on this point, reference is made to section 4.9.

Investment protection measures regarding continuity and identity

Against the background of the necessity of basic measures to protect the investment, the AFM allows a limited number of exceptions to the principles contained in the law as described in section 4.4 (approval rights) and 4.8 (qualified majorities) insofar as this affects the continuity or identity of the accounting organization.

Non-Accountants can demand that their consent is required for the following decisions:

a. The cessation of activities and/or the dissolution of the accounting organization; b. The application for bankruptcy or suspension of payments of the accounting organization;
c. The legal merger of the accounting organization;
d. The legal split of the accounting organization; e. The conversion of the accounting organization; f. The change in the nature of the organization as an accounting organization; and g. The amendment of the statutes of the accounting organization, insofar as such amendment detracts from the consent requirements mentioned under points a through f.

5. Examples

Approval Right

Accountants hold a majority of the voting shares in an accounting organization. With a minority shareholder who is not an Accountant, a shareholders' agreement has been concluded stipulating that the prior approval of this minority shareholder is required for the adoption or amendment of the annual budget.

The adoption and amendment of the budget concerns a decision that relates to the accounting organization and does not qualify as a basic investment protection measure as intended in section 4.9. By granting such an approval right, the minority shareholder can block decisions, whereby Accountants no longer exercise decisive influence on this decision. Such an approval right can only be granted to and exercised by a person or a body that meets the same independence requirements as apply to members of a mandatory internal supervisory body (sections 4.1, 4.4, and 4.5).

Body with Approval Rights

An accounting organization that is fully owned by a holding has an internal supervisory body with three members that is not mandatory pursuant to Article 22a Wta. Consideration is being given to granting this body approval rights that do not qualify as basic investment protection measures as intended in section 4.9. One of the members is part of the board of the holding, and another member works for an enterprise that holds a minority interest (with voting rights) in the relevant holding. These two persons do not meet the same independence requirements as apply to members of a mandatory internal supervisory body. This means there is no space to grant the relevant (non-basic) approval rights to this body (sections 4.5 and 4.6).

STAK Structure

Between a holding and the accounting organization, an administrative foundation (STAK) has been placed that holds the shares in the accounting organization and has issued certificates to the holding.

The board of the STAK exercises the voting right in the accounting organization. To comply with Article 16b Wta, the board of the STAK consists of a majority of Accountants. The holding and its shareholders do not possess approval rights or appointment rights that detract from the independent exercise of the voting right by the STAK board.

If the certificate holders only possess economic rights, and do not exercise (direct or indirect) decisive influence on decision-making regarding the accounting organization, this situation is permitted. This means they also do not have decisive influence on the appointment, suspension, or dismissal of board members of the STAK or accounting organization. In that case, the STAK structure is compatible with Articles 16 and 16b Wta.

Determination of Strategy

Determining the strategy of the accounting organization belongs to the responsibility of the board of the accounting organization and is part of daily policy. In e

Interpretation of Articles 16 and 16b of the Wta