Once the goal of your foundation has been achieved, it is time to dissolve your foundation. The process of dissolving a foundation requires a careful approach, so that everything is completed legally and financially correctly. We understand how important it is to make this process run smoothly. Especially because there has often been an emotional component to a foundation. We offer a full service package: from guidance in the legal process to providing all the necessary documentation. Is your interest piqued? Then make an appointment.
Using our comprehensive service, you independently wind up your limited company for a fixed fee.
Dissolving a foundation is necessary when it has achieved its goal or can no longer remain active. This can be done in two ways: through the regular liquidation of a foundation or an accelerated procedure, better known as the turbo liquidation. Which method is suitable depends on the situation.
A turbo liquidation is possible when a foundation no longer has any assets (assets), liabilities (debts) or current obligations. This expedited procedure is often chosen when the foundation no longer has a purpose, has been fully completed, and there are no remaining financial or legal obligations. The process is faster and easier than a regular liquidation, as it does not require a liquidation phase.
A turbo liquidation is an accelerated and simplified method of dissolving a foundation. This procedure is only possible when the foundation no longer has any assets or debts and there are no current obligations, such as employment contracts or rental and lease agreements.
The steps of this process are described in detail below.
The process starts with consulting the foundation’s articles of association. This stipulates the conditions under which and how the foundation may be dissolved. It usually states that a board resolution is required and how many votes are required for this (for example, a majority or unanimous consent).
In addition, the articles of association may impose conditions on the allocation of any surpluses on the balance sheet. Even in the case of a turbo liquidation, where there may no longer be any balance sheet surpluses, it must be checked whether all the provisions in the articles of association are complied with.
The board must take a formal decision to dissolve the foundation. This decision must be unanimous and recorded in the minutes of a board meeting. This decision also confirms that the foundation no longer has any assets, liabilities or other obligations.
Recording this decision in minutes or a separate dissolution document is an important legal step. This document is later used when deregistering the foundation from the Chamber of Commerce. Do you need help with this step? Please contact us.
For a turbo liquidation, it is crucial that the balance sheet of the foundation is completely at zero. This means that:
If it turns out that there are still obligations, the turbo liquidation cannot be carried out and a regular liquidation procedure must be followed.
If there are still assets on the balance sheet and a dissolution is made, this can have serious and costly consequences.
After the board has agreed to the dissolution and it has been determined that the balance sheet is at zero, the dissolution decision is officially recorded. This decision must clearly state:
The document is signed by all board members and is an important piece of evidence for the Chamber of Commerce.
The last step in the process is the deregistration of the foundation from the Chamber of Commerce (KvK). This is done by:
As soon as the Chamber of Commerce has processed this deregistration, the foundation is officially dissolved and ceases to exist as a legal entity. You will then be notified of this.
Do you want to dissolve your foundation and do you want this to be done carefully for a fixed low amount? Then we are the right party to do this for you.
We guide you step by step through the process of cancelling your foundation. Whether you opt for a regular liquidation or a turbo liquidation, we will ensure that you go through the process correctly.
Use our step-by-step plan and let us take the work completely off your hands. You can dissolve the foundation from €289 (excl. VAT). Make an appointment for more information.
No, a board meeting is essential to formally decide on the dissolution of the foundation. According to the law and the articles of association of the foundation, a majority of the board must agree to the decision to dissolve. This decision must be recorded in minutes or a separate document signed by all board members. Without this formal decision, the process of dissolution is not legally valid.
If not all directors are able to sign, due to a death or a conflict, we are options. Please contact us if you find yourself in this situation.
Before a foundation can be dissolved, all current agreements must be terminated or transferred. Think of rental contracts, lease agreements or employment contracts. The board must agree in writing with the other party that the agreement will be terminated. If this is not possible, a regular liquidation may be necessary to meet the obligations. In complex situations, we offer guidance to complete this process correctly.
A foundation with debts can be dissolved through a turbo liquidation. However, the creditors must then be informed of the dissolution.
An alternative if there are debts is that a liquidation takes place. The liquidator ensures that the debts are paid off before the foundation is definitively terminated. If the debts cannot be paid in full and there are still assets, bankruptcy proceedings must be initiated. In some cases, creditors can agree to an alternative arrangement, such as cancellation or a settlement, that can prevent bankruptcy.
The remaining assets of a foundation must be distributed according to the provisions of the articles of association. Often the assets are transferred to another organization with a similar purpose. If the articles of association do not contain a specific regulation, the board can determine a destination itself, as long as this fits within the objectives of the foundation. The distribution must always be recorded in the accounts and approved by stakeholders.
To dissolve a foundation, the involvement of a notary is usually not mandatory. A notary may only be required in specific cases, such as when the articles of association require it or in the case of special agreements. The process of regular or turbo liquidation can usually be carried out without notarial intervention, provided that the correct documents are prepared and submitted correctly. We can help with this.
The duration of the process depends on the method of decomposition.
The main difference between the two methods is the presence of assets, liabilities, or liabilities:
The costs of dissolving a foundation depend on the chosen method:
With us, you can have a foundation dissolved for a fixed amount, including guidance and legal documents.
If interested parties object to the dissolution, the process can be temporarily suspended. The objection must be submitted to the competent court and will be assessed there. Until a decision has been made, the liquidator cannot proceed with further steps, such as the division of the assets. In such situations, legal support is highly recommended to handle the case quickly and correctly.
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Email: info@opheffen-bv.nl
Chamber of Commerce: 65680170
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