Liquidating the Foundation

Simple dissolution without notary intervention

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Outsourcing the liquidation foundation to the experts of opheffen-bv.nl.

Has your foundation achieved its goal or is it time to take a new path? The process of a regular liquidation requires a careful approach, so that everything is completed legally and financially correctly. A regular liquidation often involves more steps and formalities, such as the liquidation of assets and debts, the preparation of an account and accountability, and the legal publication obligations.

We understand how important it is to make this process run smoothly and correctly. Especially because there is often an emotional component to a foundation and its objectives. That’s why we offer a full service package: from guidance through all legal steps to providing the necessary documentation, so you don’t have to worry about loose ends.

Is your interest piqued? Then make an appointment and let us help you professionally complete your foundation.

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Why dissolve a foundation?

A foundation must be dissolved when it has achieved its goal, stops its activities or can no longer remain active. This process can take place through a regular liquidation, carefully handling all assets, liabilities, and liabilities. In specific cases, an accelerated procedure, such as the turbo liquidation, can be applied, but a regular liquidation is necessary if there are still assets, debts or current liabilities.

When do you opt for a regular liquidation?

A regular liquidation is required when a foundation has assets (assets), liabilities (debts), or ongoing liabilities that must be settled before the foundation can be dissolved. This process involves a series of key steps, such as:

  • The formal decision to dissolve by the board.
  • Settling debts and assets.
  • Drawing up and filing an account with the Chamber of Commerce.
  • Complying with legal obligations, such as publication in a national newspaper and offering an objection period for interested parties.

A regular liquidation requires a careful and meticulous approach to ensure that all financial and legal obligations are fully met. This process is more complex and time-consuming than a turbo liquidation, but is necessary when the foundation still has obligations.

We offer expert guidance through the entire process of regular liquidation, ensuring that everything is handled smoothly and correctly.

The step-by-step plan for dissolving a foundation through a regular liquidation

A regular liquidation is necessary when a foundation still has assets (assets), liabilities (debts) or current obligations. This process requires due diligence and consists of multiple steps to ensure that all financial and legal matters are handled correctly.

The steps of this process are described in detail below.

1. Check the foundation’s articles of association and deed of incorporation

The first step is to consult the articles of association and deed of incorporation of the foundation. This describes how the foundation may be dissolved and what should be done with any surpluses or debts.

Important points to check:

  • Is an administrative decision sufficient, or is approval from another authority required?
  • What should be done with remaining assets, such as a financial surplus or property?
  • Are there any specific requirements for the settlement of debts or obligations?

It is very important to follow the articles of association closely, as deviations can lead to legal complications.

2. Make a formal board decision

The board must take a formal decision to dissolve the foundation. This decision is often made during a board meeting and must be recorded in the minutes.

The decision includes, among other things:

  • The confirmation that the foundation will be dissolved.
  • The appointment of a liquidator (often a board member or external expert).
  • The explanation of the further process, such as the settlement of debts and the division of assets.

The minutes must be signed by all board members and are an important piece of evidence during the further steps in the liquidation. Do you need help preparing the minutes? Please contact us.

3. Liquidation of assets and liabilities

During the liquidation phase, all financial affairs of the foundation are settled. This includes:

  • Assets: Assets are sold or transferred according to the rules in the articles of association. This may involve financial resources, property or other assets.
  • Liabilities: Debts and obligations are repaid. If the foundation does not have sufficient funds to pay all debts, bankruptcy proceedings may be necessary.

The liquidator is responsible for this phase and ensures that everything is handled correctly and transparently.

4. Preparation of the accounts

After handling all assets and liabilities, the liquidator prepares a financial report, also known as the “account”. It describes in detail how the financial resources have been managed and distributed.

This document should be:

  • Filed with the Chamber of Commerce.
  • Be made available for inspection by interested parties, such as creditors or other parties with a financial interest in the foundation.

5. Publication in a national newspaper

In order to inform interested parties about the liquidation, the liquidator must publish an official announcement in a nationally distributed newspaper. It states:

  • That the foundation is in liquidation.
  • Where the accounts are available for inspection.
  • How interested parties can object to the liquidation.

6. Objection period of at least two months

After publication, a statutory objection period of at least two months begins. During this time, creditors or other interested parties may object to the distribution of funds or the dissolution of the foundation.

If an objection is filed, the liquidator must deal with it or take legal action. Only after this period has expired can the process be continued.

7. Conclusion of the liquidation

After the objection period, any remaining funds will be paid out in accordance with the articles of association or the board resolution. If there are no objections, the foundation will be formally dissolved.

The liquidator ensures that the administration is completed correctly and draws up a closing balance sheet in which all financial transactions are listed.

8. Deregistration from the Chamber of Commerce

The final step is the deregistration of the foundation from the Chamber of Commerce. To do this, the liquidator must:

  • Fill in the form 17b of the Chamber of Commerce.
  • Submit any other required documentation.

As soon as the Chamber of Commerce has processed the deregistration, the foundation will cease to exist as a legal entity.

Why choose our help with a regular liquidation?

A regular liquidation can be a complex and time-consuming process. We understand the importance of completing this process carefully and professionally. We offer:

  • Expert guidance every step of the way.
  • Drafting all necessary legal documents.
  • Transparency and fixed rates with no hidden fees.

 

Dissolve the foundation through a regular liquidation? Contact us for more information or a no-obligation appointment. We take care of everything for you, so that you can complete this process with peace of mind.

Frequently asked questions about liquidating a foundation.

Can I dissolve a foundation without a board meeting?

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, for example due to death or a conflict, there are alternatives. Please contact us if you find yourself in this situation.

What should I do if there are still ongoing agreements?

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 expert guidance to ensure that everything is handled correctly.

Can a foundation with debts be dissolved?

A foundation with debts cannot be dissolved through a turbo liquidation. In this case, a regular liquidation is required. The liquidator ensures that the debts are paid off before the foundation is definitively terminated.

If the debts cannot be paid in full, bankruptcy proceedings must be initiated. In some cases, creditors may agree to alternative arrangements, such as a settlement or waiver, which can help avoid bankruptcy.

What happens to the foundation’s assets in the event of dissolution?

The remaining assets of a foundation must be divided according to the articles of association. Often this capital is transferred to an organization with a similar purpose. If the articles of association do not contain a specific regulation, the board may determine a destination itself, as long as this fits within the original objectives of the foundation.

The distribution must always be transparently recorded in the accounts and approved by stakeholders.

Do I have to engage a notary to dissolve a foundation?

In most cases, the involvement of a notary is not mandatory when dissolving a foundation. A notary is only needed if the articles of association require it or in the case of special agreements. The process of both a regular liquidation and a turbo liquidation can usually be carried out without notarial intervention, provided that all documents are drawn up and submitted correctly. We can help you with this.

How long does it take to dissolve a foundation?

The time it takes to dissolve a foundation depends on the method chosen:

  • Expedited liquidation: This process can be completed within a few days, provided that all conditions are met.
  • Regular liquidation: At least two months, because of the statutory objection period for creditors and interested parties. More complex situations, such as the settlement of assets or debts, may take longer.

We help you to go through this process as efficiently as possible.

What is the difference between a regular liquidation and a turbo liquidation?

  • Regular liquidation: Required if the foundation has assets, debts, or ongoing obligations. The process involves a settlement phase in which assets are sold, debts are paid, and financial matters are finalized.
  • Expedited liquidation: Only possible if the foundation no longer has any assets, liabilities or obligations. This process is faster and easier because it does not require a settlement phase.

What are the costs of dissolving a foundation?

The cost differs depending on the method:

  • In the case of a turbo liquidation , the costs are limited to administrative actions, such as submitting documents to the Chamber of Commerce.
  • In the event of a regular liquidation , additional costs may arise, such as advertising costs for publications in newspapers and legal or financial support.

With us you can have a foundation dissolved at a fixed low rate, including guidance and legal documentation. Interest? Please contact us .

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