Dissolution decree BV

Dissolution decree BV

Do you want to dissolve a private limited company? If so, this requires a dissolution decree. This is a legally conclusive document that you, as a shareholder of the private limited company, sign that legally dissolves the private limited company and thus ceases to exist. With us, you can create this decree quickly and easily. This dissolution decree is intended for a turboliquidation, i.e. when your BV no longer has any possessions or assets.

Dissolution resolution for a private limited company

A private or public limited company is dissolved by a resolution of the general meeting, otherwise known as a dissolution resolution. A resolution can be passed at a meeting or outside a meeting by means of a written document.

The articles of association of the BV prescribe which conditions the resolution to dissolve must meet and which procedure must be followed. A dissolution resolution often requires a special majority of votes.

The dissolution resolution always contains the following points:

1. Date of dissolution of the BV;
2. Who will be the custodian of the administration;

Optionally, you can include in the dissolution decree;

• the dismissal of the board;
• discharge of the board’s policy for the past year;

Dissolution is effective at the time the resolution is passed, or at a future time. A resolution to dissolve is in most cases irrevocable and cannot be reversed.

Drafting a dissolution resolution

A “turboliquidation” allows you to dissolve the BV without liquidating it. This can be done when the BV has no assets or debts. A turboliquidation does not require the appointment of a liquidator and makes the dissolution procedure and dissolution decree simpler and faster. With a turboliquidation, no advertisement needs to be placed, there is no two-month waiting period, there is no liquidator and no statement of accounts needs to be drawn up.

You will then file a statement of the turboliquidation with the Chamber of Commerce and deregister the BV with the Chamber of Commerce. After this, you still have to file a tax return for the settlement of sales tax / payroll tax / corporate income tax and cessation profit. Any tax due can also be paid by the shareholder.

If there appear to be any assets or creditors after the dissolution, those interested parties can apply to the court for the reopening of the BV. The custodian must keep the BV’s records for at least seven years.

Shareholder resolution outside meeting

This resolution to dissolve your BV is a so-called shareholder resolution outside a meeting. Resolutions can be passed by means other than at a general meeting if all those entitled to attend meetings have agreed to the method of decision-making. This is a written resolution of the general meeting of your BV, and it means that a written resolution is taken without an official general meeting.