Liquidating BV

Simple dissolution without notary intervention

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Liquidating your BV with the help of experts?

Liquidating a BV is discussed when you decide that discontinuing the BV is the best decision. If sale or acquisition is not an option and there is no bankruptcy, you can liquidate your company.

Current affairs must then be settled. Think of receivables being collected, debts being paid off and/or stocks or licenses that need to be sold.

This is called the liquidation phase and it is important that you follow this process according to the rules.

We are happy to help you with this. During each phase, we guide you in an understandable and legally correct manner until your private limited company has been deregistered.

Contact us for a telephone analysis with one of our specialists.

Did you know that 89% of our customers can dissolve their limited liability company immediately?

Using our service, you independently dissolve your BV for a fixed amount starting from €289

Why would you liquidate a BV?

The reasons for quitting a private limited company are numerous. We have listed the most common reasons for clarification. Do you recognize yourself in one of these reasons and are you looking for a party that can expertly guide you in liquidating your BV? Please contact us.

Viability

You realize that your BV is no longer viable. Unfortunately, the activities you develop do not yield enough to cover the costs. You are therefore forced to stop your activities and you want to close the whole thing well. The alternative is to continue to incur costs, which cannot be covered and you therefore have to file for bankruptcy. Avoid this scenario by liquidating your BV in time.

Non-active

Your BV is inactive and has been costing you time and money for years. In the past, you have used the BV for your business or for holding and financing activities, but it is no longer active or relevant.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 private limited company that is empty on paper. The administration of your BV easily costs EUR 1000 annually in administration, tax returns and annual accounts. In short, save time and money by liquidating the BV.

Lege stamrecht BV

You have had a golden handshake in the past. You have had this deposited in a stamrecht BV. However, you have spent the funds that have been deposited at that time over the years and the only thing that is left is an empty stamrecht BV. You no longer need to develop activities in this BV and therefore want to dissolve your stamrecht BV. Our specialists will help you with this.

Conflict

A conflict within your BV can lead to unworkable situations. Perhaps you and your fellow shareholders fundamentally disagree about the direction of the company. In such cases, continuing with the current structure can lead to escalation, legal proceedings, and significant costs. A timely liquidation of the BV can be an elegant solution to reduce tensions and prevent further damage. Our specialists will carefully guide you through this process, so that you can say goodbye to the BV in a proper manner and take new paths.

We can also help you if a co-shareholder does not respond or is unreachable.

Death

The death of a director-major shareholder (DGA) often has major consequences for the BV. The continuity of the company can be jeopardized, especially if no succession plan or clear agreements have been laid down in the articles of association. For the next of kin, the management of a BV that is no longer active can be a heavy administrative and financial burden. In such a situation, liquidating the BV offers peace and clarity. We help you with all the necessary steps, from drawing up the balance sheet to terminating the registration with the Chamber of Commerce. This way you can end this period in the best possible way.

Which route should you take to liquidate the BV?

You have made a difficult decision, but then? What is the legally correct way to handle pending and outstanding cases? How do you ensure that you are sure that you no longer run the risk of directors’ and officers’ liability after the liquidation?

First of all, you should logically ensure that all current debts are paid as much as possible. In addition, it is in your own interest that all outstanding claims are collected. After all, you can use this to pay off any debts. It is also important that you and any directors or shareholders of the B.V. agree with the decision to dissolve. Most articles of association stipulate that this decision is made with a majority or two-thirds of the votes.

Then there is the question of whether your BV is eligible for a regular liquidation or a turbo liquidation.

A regular liquidation of a BV

When is a regular liquidation necessary?

If a Private Limited Company (BV) still has assets (assets or assets), it cannot proceed with a turbo liquidation. In that case, the BV must go through a regular liquidation process.

The liquidation period or liquidation

After the general meeting has decided to dissolve the BV, the BV is in liquidation. This period is called the liquidation period or liquidation. During this period, all correspondence must state “in liquidation” after the name of the BV. This is required by law; Non-compliance is considered an economic offence.

Notary not required

In the liquidation of a BV or other legal entity, the involvement of a notary is not mandatory.

Liquidation in case of more debts than assets

Does your BV have more debts than assets and do you still want to liquidate them? There are several possibilities. Whether a liquidation is feasible depends on factors such as the willingness of creditors to cooperate in a liquidation outside bankruptcy and whether the debts are internal debts to the shareholder. Please contact us to discuss your situation and the possibilities.

Appointment of a liquidator

In a regular liquidation, one or more liquidators are always appointed. The liquidator is responsible for the management and distribution of the remaining assets. This task is usually fulfilled by the director or shareholder of the BV.

Duties of the liquidator

The liquidator has several responsibilities:

  • Paying debts: All debts must be paid before the liquidation is completed.
  • Drawing up accounts: The liquidator draws up an account of the BV. This is filed with the Chamber of Commerce.
  • Public announcement: The liquidator publicly announces that the BV is in liquidation. This is done through an advertisement in a nationally distributed newspaper. This states where and when the books and documents of the BV are available for inspection by interested parties.
  • Inspection: The accounts must be available for inspection for a period of at least two months. During this period, creditors or other interested parties can lodge an objection with the competent court.

Completion of the liquidation

Only after the objection period has expired can the liquidator proceed with the distribution and distribution of the remaining assets or assets to the shareholders. This completes the liquidation.

Do you need help with this procedure? We are here for you.

Expedited liquidation of a BV

What is a turboliquidation?

A turbo liquidation is a quick procedure to dissolve a BV when the BV no longer has any possessions (assets) or debts (liabilities). The balance sheet of the BV must be completely at zero.

Conditions for a turbo liquidation

In order to be able to carry out a turbo liquidation, the following conditions must be met:

  • No assets or liabilities: There may no longer be any assets, debts, income or expenses on the balance sheet.
  • No employees: The BV may not employ any staff.
  • No current agreements: All contracts and agreements must be terminated.
  • No permits or obligations: No more permits or long-term obligations may apply.
  • Filing all annual accounts: you must prepare and file all annual accounts for previous years before you dissolve. This can be a costly affair. We have a solution for this. Contact us for more information.

Possible points of attention

In the event of a turbo liquidation, extra caution is required in the following situations:

  • Depository receipts for shares: Check whether depositary receipts of shares have been issued and include them in the consideration.
  • Pledged shares or usufruct: If shares have been pledged or if there is a usufruct on them, this must be handled properly.

Working towards a turbo liquidation

If not all conditions are met immediately, it is possible to first work towards a turbo liquidation. It is important that no creditors are disadvantaged in this regard.

Reopening after liquidation of BV

If it turns out afterwards that a turbo liquidation is invalid because there is still a creditor or a beneficiary of the surplus or there appears to be an asset 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 shareholder who has discovered an asset. It may happen that an income has been ‘forgotten’ or that the BV is paid a written off claim. In this case, the BV can be reopened, by means of a request to the Court, with the sole purpose of liquidating the income. It can be agreed with the Tax and Customs Administration that any refund will be paid to the shareholder.

This means that the BV revives for a short period of time to give the liquidator the opportunity to pay any debts or distribute assets.

If it turns out that one or more creditors have not been paid, they can request the court to declare the BV bankrupt, they can also hold the board liable if there is unlawful action. In some cases, this can cause many problems.

Discharge in the event of liquidation

When the BV is dissolved, it is important that you, as a director, are granted discharge 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.

Please note that the discharge does not work in the event that external parties want to hold the director liable. In principle, the discharge is also limited to data from the annual accounts or information that has otherwise been communicated to the general meeting of the private limited company.

The discharge can extend to cases in which the director has seriously harmed the company or even intentionally caused harm, deception and fraud are not included.
In short, it is therefore very important that a liquidation takes place in the right way.

Outsourcing liquidation BV

We are happy to help you, do our liquidation check or contact us ! We help you in a pragmatic and very fast way to dissolve your B.V.

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