Expansion of digital filing requirements
For financial years starting on or after 1 January 2025, all legal entities that file directly with the Trade Register must file their annual reports digitally in accordance with the Standard Business Reporting (SBR) requirements. This obligation arises from the amended ‘Decree on Electronic Filing with the Trade Register’. With the amendment of the SBR standard, legal entities can now use the SBR Report Package, which is an SBR format with a flexible structure (Inline XBRL), in addition to the existing SBR Instance, which is an SBR format with a fixed structure (XBRL). This article explores how these new digital filing requirements impact legal entities and the audit of their financial statements by the auditor.
SBR is relevant for almost all legal entities
The revised filing obligation applies to almost all legal entities required to file their annual reports with the Trade Register.
Previously, this applied to micro, small and (stand-alone) medium-sized legal entities. Beginning with the 2025 financial year, the obligation will also apply to large legal entities and to medium-sized group companies belonging to those entities, which were previously exempted. The information required by the applicable reporting standards will remain unchanged; only the format of the annual report filing will change.
SBR also applies to annual reports of legal entities that must be filed pursuant to Articles 2:403 and 2:408 of the Dutch Civil Code. This means that the consolidated annual reports of foreign parent companies are also included, which is new for these legal entities. A transitional measure applies to annual reports filed in the context of Article 2:408 of the Dutch Civil Code: the reports for the 2025 financial year may still be filed in PDF format.
Publicly listed entities that are already preparing their reports digitally in the European Single Electronic Format (ESEF), will continue to follow the existing ESEF rules. These entities file with the Netherlands Authority for the Financial Markets (AFM), rather than the Trade Register.
SBR Report Package and its advantages
The SBR Report Package is a digital format, known as Inline XBRL, that combines XBRL with a human‑readable HTML display. The key advantage is that it can be read by both humans and machines.
With the SBR Report Package, legal entities have full flexibility to design and prepare their annual reports according to their own preferences, within the applicable system of financial reporting standards. This ensures that reports are tailored to their needs while remaining fully compatible with automated processing.
Legal entities that currently file via an SBR Instance and struggle to align the financial statements used for filing with those used for statutory purposes may benefit from switching to the SBR Report Package.
Implementing the digital annual report process
It is essential for each legal entity to appoint a dedicated individual to oversee the preparation and filing of the digital annual report. This person will ensure that the organisation has the necessary expertise and that appropriate decisions are made. Their key responsibilities include:
- Acquiring knowledge
The appointed individual must have a thorough understanding of the SBR requirements and the digital filing process with the Trade Register. They should also be familiar with the available formats for preparing the digital annual report. This knowledge is crucial for a smooth and efficient process.
- Determining which digital format will be used
With the acquired knowledge, a decision must be made on the format for preparing and filing the digital annual report. The entity must choose whether to create the digital version directly or to first finalise and adopt a paper/Word/PDF version of the financial statements before preparing the digital annual report.
- Choosing between internal or external preparation
The appointed individual must decide whether the digital annual report should be prepared internally or whether an external service provider should be engaged. If outsourcing is preferred, the procurement department may be involved.
Further details on the latter two responsibilities are provided below.
Which format?
Legal entities have the option to choose between two formats for digital filing:
- SBR Instance (XBRL), or
- SBR Report Package (Inline XBRL).
A legal entity may opt for the SBR Instance if its annual report has been prepared in accordance with the available Dutch taxonomy. This format produces a standardised annual report in which no custom elements, additions or deviations are possible and which consists solely of plain text, without graphic formatting, photographs or other images. This option is available only for annual reports prepared under Dutch GAAP and where there are no future CSRD reporting obligations. The available taxonomies (and examples) can be found on sbr-nl.nl.
If the annual report includes a sustainability report under the CSRD, the SBR Report Package is mandatory. As the SBR Report Package allows the annual reports to be prepared in line with the entity’s own preferences, this option must also be used if the report contains images, specific items or notes, or if the standard XBRL presentation structure does not match the legal entity’s annual report. In addition, the SBR Report Package is required when no suitable XBRL element is available within the taxonomy to tag an item in the financial statements.
| SBR Instance (XBRL) | SBR Report Package (Inline XBRL) | |
|---|---|---|
| Format | A structured XML file based on predefined SBR templates. | A reporting package containing one or more XHTML documents with embedded XBRL tags and custom taxonomy files. |
| Readability | Machine-readable only; separate software is needed for human reading. | Both human- and machine-readable with any web browser. |
| Flexibility in reporting | Very limited; only predefined data definitions can be used. Not all Dutch GAAP reporting options are supported. The Dutch taxonomy includes only the most common options. | Highly flexible; predefined data definitions form the basis, but custom data definitions can be created if they are anchored to predefined ones in line with SBR requirements. |
| Adjustment options | Limited to simple text field customisation using HTML tags; layout and formatting are fixed. | High flexibility in layout and formatting throughout the document. |
| Tagging requirements | The entire annual report needs to be tagged. | For 2025 annual reports, only certain information needs to be tagged, depending on the reporting standards applied. Requirements are in Appendix 2 of the Regulatory Technical Standard (RTS) on the SBR website. |
Foreign parent companies must file their consolidated annual reports using an SBR Report Package, as outlined in Articles 2:403 and 2:408 of the Dutch Civil Code. As these reports are not prepared under Dutch accounting standards and Dutch law, the SBR Report Package is usually prepared by the Dutch subsidiary, since the necessary facilities are often not available to the parent company.
The annual report first on paper/Word/PDF or directly digitally?
Legal entities must decide whether they want to prepare their annual report on paper/Word/PDF first or directly in digital format.
If they choose an annual paper/Word/PDF report, the financial statements in that report are audited. Once audited and adopted by the general meeting of shareholders (GMS), this paper/Word/PDF version must be converted into a digital version for filing. This results in two versions of the report.
If the annual report is prepared digitally from the start, the digital financial statements will be audited by the auditor and then adopted by the GMS. Since the digital report contains XBRL tags, which are not directly readable by humans, this affects how management or the board signs the report and how the auditor works. In this case, there is only one version of the report, which is then filed.
Who creates the digital version?
The legal entity can create the digital version of the annual report itself or outsource this to an external service provider. If it chooses to do this in-house, it will usually need to purchase and implement suitable software. The figure below outlines the available options.
Option 1: Integrated
SBR functionality is fully integrated into the existing reporting software. Tagging can be applied from the start of the reporting process. Any problems with tagging become apparent quickly and can be resolved immediately. This is the most flexible and effective option, but it may not be feasible to implement in the short term in all cases.
Option 3: Seperate
SBR functionality is not integrated into the existing reporting software but installed as separate software. Tagging is only possible after reports have been imported. If issues are identified, revising the reports can be relatively labour-intensive. This option is best suited when the existing reporting software does not offer SBR functionality.
Option 2: Linked
SBR functionality is added (linked) as a module to the existing reporting software. Tagging is only possible once the annual report has been prepared, although any necessary adjustments can be made relatively easily. This is an effective but less flexible solution that does not fully exploit the available technical possibilities.
Option 4: Conversion
The existing reporting software continues to be used as it was before SBR. The final report is then converted into XHTML and tagged by an external service provider. This option is best suited where the existing reporting software does not support SBR functionality and/or the organisation does not currently have sufficient internal capacity. The organisation remains responsible for the quality of both the conversion and the tagging.
Auditor's role and impact on audit opinion
NBA Alert 50 outlines the role of the external auditor regarding the SBR Report Package. It explores five scenarios (A through E) to clarify the responsibilities of the external auditor and the impact on the audit opinion. Scenarios A (ESEF), B and C (SBR Instance) show the current reporting approach. Scenarios D and E (SBR Report Package) show the approach that will apply to financial years starting on or after 1 January 2025. The auditor's responsibilities for scenarios D and E are explained below.
The auditor performs the following activities on the digital annual report:
| Activities | Scenario D – Paper/Word/PDF first, then digital | Scenario E – Directly digital |
| Validation of minimum technical requirements | Determine whether the SBR Report Package meets the minimum technical validation criteria as set out in the Regulatory Technical Standard (RTS). If these minimum technical validation criteria are not met, the SBR Report Package cannot be filed with the Trade Register. Examples of validation criteria are the requirement to include the Trade Register registration number, legal entity name and balance sheet date. A complete list can be found in Annex 2 of the RTS. |
|
| Reconciliation of the human-readable XHTML version with the paper/Word/PDF version | The auditor checks that the human‑readable XHTML filing version is identical to the statutory annual report containing the audited financial statements, except for any filing exemptions for medium‑sized companies. This is necessary where both a paper/Word/PDF and a digital version are prepared. | Not applicable. |
| Validation of machine-readable tags | The auditor checks that the machine‑readable information is free from inconsistencies or material misstatements compared with the human‑readable XHTML version. This is done by using a consistent transformation that displays the machine‑readable tags in human‑readable form. For example, tagging property, plant and equipment as ‘cash and cash equivalents’ would be a material inconsistency, whereas tagging it as ‘fixed assets’ would not. | |
If the management board does not request a voluntary assurance engagement, an ‘Other matter’ paragraph will be included in the auditor’s report stating that compliance with RTS requirements (including the applied tagging) was not part of the audit.
Voluntary audit
While it is not mandatory to audit machine-readable data, legal entities may request a voluntary assurance engagement to obtain assurance on compliance with SBR requirements.
Legal entities always remain fully responsible for the quality and filing of their annual report with the Trade Register, and for converting and attaching the auditor’s report to the SBR Report Package.
Conclusion
With the changes to digital filing requirements, legal entities should ensure they have sufficient knowledge of SBR requirements, choose the digital reporting format, determine whether the annual report will be prepared directly in digital form or first in paper/Word/PDF and decide whether the digital version will be produced internally or outsourced to a service provider.
NBA Audit Alert 50 outlines the specific responsibilities for auditors regarding an SBR Report Package.
By coordinating early on the chosen format, approach, and assurance needs, legal entities and auditors can manage the transition effectively to the updated digital filing requirements.
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