Dissolving a Dutch foundation
If a foundation has achieved its main purpose or statutory goal then the liquidating of the foundation will be the final step. The dissolution of a foundation is a decision to be taken by the board only. As a board member of a foundation, it is in the best interest to ensure that the foundation is terminated without any open ends. Opheffen-bv.nl offers a full service package: we will guide you through the entire liquidation process and ensure that you take all the right legal steps along with legally correct documentation.
In what ways can I dissolve a foundation?
This can be done through a regular “liquidation procedure” or by means of an accelerated liquidation (so-called “turbo-liquidation” procedure).
1. Liquidation of a Dutch Foundation
If the Foundation has assets (assets or equity), a turbo-liquidation can not be applied. The relevant foundation must then apply the regular liquidation process.
This means that after the board of the foundation has decided to dissolve the foundation, the Foundation is ‘in liquidation’. In this period, also called the liquidation period, the words “in liquidation” need to be added to the name the Foundation in all correspondence. This is a legal obligation, failure to comply with this is an economic offense. If you want to liquidate a foundation, the assistance of a Dutch civil-law notary is not required.
The liquidator is the person who take care of the settlement of the assets and liabilities of the foundation and the distribution of the remaining assets. The liquidator is usually the former director of the foundation. Only when all liabilities have been settled and the two-months opposition waiting period of the foundation has lapsed, can the liquidator distribute the remaining capital or assets to a foundation or entity which has the same purpose as the foundation.
Furthermore, the liquidator is responsible for drawing up the liquidation accounts of the foundation which need to be deposited with the Dutch Trade Register of the Chamber of Commerce. The liquidator also has to arrange for an advertisement of the foundation being in liquidation in a Dutch national newspaper, which discloses where and when the liquidation accounts of the foundation are available for inspection by the stakeholders of the foundation. During a period of at least two months, the liquidation accounts of the foundation will be available for inspection. During this period, any creditors or other interested parties may object to the liquidation. The objection must be lodged with the competent Dutch court. Only when this two-month opposition period has expired, can the liquidator proceed with the distribution of the remaining assets and/or liabilities.
Dissolution Foundation Roadmap
The regular cancellation of the Foundation consists of 13 steps. Opheffen-BV provides all these steps together with the correct legal documents.
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2. Turboliquidation of a Dutch Foundation
In the event that a Foundation has no assets or liabilities, a turbo liquidation may be applied. In this respect, it is important that the Fund’s balance sheet is zero, and therefore no assets or liabilities may be on the balance sheet.
Please ensure that the foundation does not have any employees or ongoing obligations pending from existing agreements. Please also consider granted or received licenses or permits or long-term liabilities that have been forgotten. If these conditions have been met, a turbo liquidation can be applied.
The accelerated lifting of the Foundation consists of 5 steps. Opheffen-BV provides all these steps together with the correct legal documents.
Checking the Articles of Association
Before the foundation is dissolved, the board must consult the articles of association. The articles of association of a foundation provide the conditions under which a foundation may be dissolved. In most cases, this means that there must be a majority of votes from the board before it can be liquidated. A foundation can only be terminated on the date of execution of the resolution of the board or at a later date. It is important to know that a foundation can never be dissolved in retrospect. A resolution of the board liquidating the foundation is irrevocable and can only be undone in special cases and with the intervention of the Dutch court.
Surplus on balance
The liquidator is responsible for the settlement of accounts of the foundation. If there is still money on the balance sheet after repayment of the debts and the collection of funds, the remaining amount must be paid in accordance with the articles of association. The liquidator will need to draft liquidation accounts which demonstrate how the surplus will be distributed. If the foundation is “in liquidation”, the liquidator must deposit the liquidation accounts for inspection at the Chamber of Commerce.
Deficit on balance
At the time when there are deficits on the balance sheet, which can no longer be met by the existing assets, the liquidator must apply for a bankruptcy of the foundation. The bankruptcy application is not required when all creditors agree to a continuation of the liquidation without a bankruptcy. If this is the case, Opheffen-bv can assist you herewith.
Books and accounts
If the balance of the foundation are zero on both asset and liability side a turbo-liquidation can be applied and a custodian must be appointed. This is usually one of the board members of the foundation. The custodian has the legal obligation to keep the books and records of the foundation for a period of at least seven years.
De-registration from the Chamber of Commerce
At the moment when the resolution to liquidate the foundation has been signed and the settlement of the foundation has been completed, the foundation has to be de-registered from the Chamber of Commerce. This is done by means of a standard form. This form, including a copy of the resolution to liquidate the foundation, will need to be sent to the nearest office of the Chamber of Commerce. Opheffen BV will gladly make these documents available to you.
Dissolution of a Foundation
Would you like to have more information about liquidating a foundation then contact us using the form. Liquidating a foundation via us can be achieved for EUR 249, – (excl. vat) at no additional cost.