Liquidating a BV comes up when you decide to quit your BV. If sale or takeover is not an option and there is no bankruptcy then you can liquidate your company. Ongoing business needs to be settled. Think receivables collected, debts paid off and/or stocks or licences to be sold. This is called the liquidation phase and it is important that you follow this process according to the rules. Opheffen-BV is happy to help you with this. During this phase, we guide you in a comprehensible and legally correct manner until your private limited company is dissolved.
Please contact us for a free telephone analysis with one of our lawyers.
Did you know that 89% of our customers can dissolve their company immediately?
Using our digital service, you dissolve your BV for a flat fee of €249, no notary involved.
Reasons to Liquidate BV
The reasons for quitting a private limited company are many. However, we have listed for you the most common reasons. Do you recognise yourself in any of these reasons and are you looking for a party that can expertly guide you through the BV Liquidation process? Then get in touch with us.
You recognise that your BV is no longer viable. Unfortunately, the activities you are engaged in are not generating enough revenue to cover costs. You are therefore forced to cease operations and you want to close it down properly. The alternative is continuing to incur costs that cannot be covered and you therefore have to file for bankruptcy. Avoid this scenario by liquidating your BV in time. You therefore choose a liquidation BV.
Your BV is inactive and has been costing you time and money for years. In the past, you used the BV for your business or for holding and financing activities but it is no longer active or relevant. The debts have been paid and all that is left is a limited liability company on paper. The administration of your BV easily costs EUR 1,000 a year in administration, returns and annual accounts. Save your money, time to dissolve this BV.
Empty standing right BV
You have had a golden handshake in the past. You had this paid into a stamrecht BV. However, over the years you have spent the funds that were deposited at that time and all that remains is an empty standing right BV. You have no further need to carry out activities in this BV and therefore want to dissolve your stamrecht bv. Our specialists will help you with this.
Dissolve BV: Liquidate or Liquidate?
You have made a difficult decision, but then? What is the legally correct way to deal with ongoing and outstanding matters? After liquidation, how do you ensure that you are no longer at risk of directors’ liability?
First of all, you should logically ensure that all outstanding debts are paid. In addition, it is in your own interest that all outstanding claims are collected. Furthermore, it is important that you and any directors or shareholders of the B.V. agree with the decision to dissolve. The articles of association stipulate that this decision is made by a majority or two-thirds vote.
Then there is the question of whether your BV qualifies for a regular Liquidation or a Turboliquidation
If the Private Limited Company still has property (assets or assets), a turboliquidation can never be carried out. A BV should then go through a regular liquidation process.
This means that after the general meeting has decided to dissolve the BV, the private limited company is in liquidation. During this period, also referred to as the liquidation period or liquidation, all correspondence should read “in liquidation” after the name of the BV. This is a legal requirement, failure to comply is an economic offence.
When liquidating a BV or other legal entity, a notary is not required.
Do you have more debts than assets in your BV and still want to liquidate your BV? If so, there are still plenty of options. Whether you can still liquidate depends on several factors, are the creditors willing to cooperate in a liquidation outside a bankruptcy? Are the debts internal debts to the shareholder? Contact us to discuss your options.
In a regular liquidation, one or more liquidators are always appointed. The liquidator is the (legal~) person or persons who take care of the distribution of the remaining assets. Usually, this is the director or shareholder of the private limited company. Only when all debts have been paid and the liquidation period of BV is over, the liquidator distributes the remaining capital to the shareholders. Furthermore, the liquidator is responsible for preparing the B.V.’s accounts and must file them with the Chamber of Commerce. The liquidator also has to take care of a public announcement of BV in liquidation. This is done in the form of an advertisement in a nationally distributed newspaper stating where and when the books and records of the BV are available for inspection by interested parties. For a period of at least two months, the books and records of B.V. must be available for inspection. During this period, any creditors or other interested parties can object to the liquidation; they must file this objection with the competent court. Only once this objection period has expired can the liquidator proceed to distribute and distribute any remaining assets or income.
In the event that a BV has no assets or debts (neither income nor expenses), a turboliquidation can be performed. For this, it is important that the BV’s balance sheet is at zero, and therefore there may no longer be any assets or liabilities on the balance sheet. In this regard, note that the BV no longer has any employees or current agreements or contracts. There may also be licences issued or long-term liabilities that have been forgotten. If all these conditions are met, a turboliquidation can be carried out.
Furthermore, one will have to proceed with caution if share certificates have been issued or if the shares have been pledged or are subject to usufruct. It is also possible to work towards a turboliquidation provided that no creditors are disadvantaged.
Reopening after Liquidation BV
If, in retrospect, a turboliquidation turns out to be invalid due to the fact that there is still a creditor or a person entitled to the surplus or there still appears to be income or assets, the court may decide to reopen the liquidation and, if necessary, appoint a liquidator. The reopening can only take place at the request of an interested party, which is often a creditor or a the shareholder who has discovered a gain. It may happen that one has ‘forgotten’ a gain or the BV gets paid a written-off claim. In this case, the BV can be reopened, through an application to the Court, for the sole purpose of settling the gain. It can be agreed with the Tax Administration that any refund will be paid to the shareholder.
This means that the BV revives for a short period to give the liquidator the chance to pay any debts or distribute benefits. If it turns out that one or more creditors have not been paid, they can apply to the court to have the BV declared bankrupt after all, they can also hold the board liable if it has acted unlawfully. This can cause a lot of problems in some cases.
Discharge upon liquidation
When winding up the BV, it is important that you, as a director, are granted discharge from liability for the management you have conducted. Granting discharge is nothing more than discharge from the company to the director for any liabilities of the company towards the dismissed director. Note the discharge does not work in case external parties want to hold the director liable. Also, the discharge is in principle limited to data from the financial statements or information otherwise disclosed to the general meeting of the private limited company. Discharge can extend to cases where the director has seriously harmed or even deliberately harmed the company, deception and fraud are not included.
So it is very important that a liquidation is done properly. Liquidate BV, we are happy to help you, do the liquidation check. Get in touch with opheffen-bv.nl! We help you liquidate your BV in a pragmatic and very quick way using the tools we have developed. Saves you hundreds of euros.
The benefits of Opheffen-bv.nl
- All-in Prices
An online turboliquidation costs €249
- Launch within 24 hours
Opheffen BV.nl can start the dissolution process within a day
- Specialist in dissolving BVs
More than 10 years of experience in legal services
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