Liquidate Dutch BV
The liquidation of a BV will be a topic of discussion when you decide to stop the activities of your BV. If a sale or acquisition is not an option and there is no bankruptcy either then you can liquidate or dissolve your BV. In doing so, ongoing business activities (invoices, subscriptions, contracts) will need to be settled first. You will need to consider and settle your outstanding liabilities and the other assets of your BV. This is the so-called liquidation phase and it is important that you follow this process diligently. Opheffen-BV.nl is happy to help you. During this phase we will guide and assist you until your private limited liability company has been de-registered from the Dutch Trade Register and Tax Authorities. Contact us for a free assessment of your situation with one of our lawyers.
Reasons for dissolving a BV
There are many reasons for dissolving or liquidating a Dutch private limited liability company or ‘BV’. However, we have listed the most common reasons below. Do you recognize one of these reasons and are you looking for a party that can assist you in the BV Liquidation process? Then contact us via our contact form.
You have come to the conclus that your BV is no longer viable. The activities of your BV do not provide enough revenue to cover the operational costs. You are therefore forced to stop your activities and you want to close down your BV as well. A less viable option is to continue business and incur costs that can not be recovered over time. In time you will then be forced to apply for a bankruptcy. Prevent this scenario at all times by liquidating your BV on time. A bankruptcy procedure can be long, arduous and stressful.
Your BV is inactive and the annual costs of keeping your BV afloat are considerable i.e. accountancy fees, registration fees and tax returns. In the past, you may have used the BV to run a business or for holding and financing purposes. Outstanding debts have been paid and the only thing left is a private company on paper. In the Netherlands the average costs of keeping your BV alive are approximately EUR 1.000 a year. It is worthwhile to consider liquidating a non-active BV.
Empty ‘stamrecht’ BV
You have received a considerable redundancy or severance payment in the past. This amount has been deposited in a so-called ‘stamrecht BV’. However, the money that has been paid at that time has been spent over the years and the only thing left is an empty stamrecht BV. You no longer have the need to develop activities in this BV and therefore want to liquidate or dissolve your stamrecht BV. Our specialists can assist you herewith.
Dissolution of your BV
Before you make the difficult decision to dissolve your company, you must ask yourself the following. What is the legally correct way to handle ongoing and outstanding issues? How do I ensure that after the liquidation I am not liable as a director or owner?
First of all, you will need to ensure that all current debts/payables are settled and outstanding receivables are collected. In addition, it is important that you and any directors or shareholders of the B.V. consent to the decision to dissolve your BV. The articles of association of your BV stipulate how such a decision shall be made.
Then there is the question of whether your BV is eligible for a Regular Liquidation or Turbo-liquidation
Regular Liquidation vs Turbo Liquidation
If the Company has any assets, it is never possible to apply a so-called turbo liquidation (accelerated liquidation) procedure. A BV then will have to apply the Regular liquidation process.
This means that after the decision in the general meeting to dissolve the BV, the Company is ‘in liquidation’. From then on the remainder of the time, also known as the liquidation or settlement period, the words “in liquidation” will need to be added to the name of the B.V. in all correspondence. This is a legal obligation, failure to comply herewith is an economic offense.
In case of a liquidation or dissolution of a BV or other legal person, a Dutch civil-law notary is not required.
If there is more debts/liabilities than assets in the BV and would you like to liquidate your BV instead of filing for a bankruptcy. There are still possibilities to voluntary liquidate your BV. Whether you can apply a liquidation procedure depends on several factors; whether creditors are willing to cooperate in case of a liquidation outside of a bankruptcy and whether outstanding debt is internal (the shareholder are the creditors) or to third parties. Contact us to discuss your possibilities.
During a regular liquidation one or more liquidators will need to be appointed. The liquidator is the person who takes care of the settlement of the assets and liabilities of the BV and the division of the remaining assets. A liquidator is usually the former director or shareholder of the Company. Only when all liabilities have been settled and the two-months opposition waiting period of the BV has lapsed, can the liquidator redistribute the remaining capital or assets to the shareholder(s). Furthermore, the liquidator is responsible for drawing up the liquidation accounts of the B.V. which need to be deposited with the Dutch Trade Register of the Chamber of Commerce. The liquidator also has to arrange for a public mention of the BV being ‘in liquidation’ in a Dutch national newspaper, which discloses where and when the liquidation accounts of the B.V. are available for inspection. During a period of at least two months, the liquidation accounts of the B.V. will be available for inspection. During this period, any creditors or other stakeholders may object to the liquidation. Any objection must be filed 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.
Turbo-liquidation or accelerated liquidation procedure
In the event that a BV has no assets or liabilities, a turbo-liquidation can be applied. In this respect, it is important that the balance sheet of the BV is zero. Please ensure that the BV does not have any employees or ongoing obligations from existing agreements. Also consider granted or received licenses or permits or long-term liabilities that could have been forgotten. Additionally, care should be taken if share certificates have been issued or if the shares in the BV have been pledged or have been vested. If these conditions no assets and no liabilities have been met, a turbo liquidation can be applied.
Please note: If the BV does have assets and or liabilities it is also possible to clean up the balance sheet first, in order to be eligible for a turbo-liquidation, providing that no creditors are disadvantaged.
Reversal of a dissolution
The liquidation procedure may be reversed (if considered unjust) by the court if there is still a creditor outstanding or if there is still a (hidden) asset remaining, after a BV has been liquidated. The court may in that case also decide to, if necessary, appoint a liquidator to this end. The reopening can only take place at the request of a stakeholder; this is often a creditor or a shareholder who has discovered an asset. It may happen that an asset is “forgotten” or that the BV receives a written off claim. In this case, the BV may be reinstated by a request of the Dutch court for the sole purpose of settling the asset. One can arrange with the tax authorities that any refund will be paid to the shareholder in order to avoid a reversing of the liquidation.
This means that the BV is reinstated for a short period of time to give the liquidator the opportunity to meet any debt requirements or to redistribute any benefits. If it appears that one or more creditors have not been paid, they may request the court to declare the BV bankrupt, or they may hold the board liable for unlawful conduct. In some cases this can cause severe problems.
Discharge of Management during Liquidation
When you as a director liquidate a BV, it is important that you be granted a director’s discharge for your management. This is nothing more than a discharge from the company to the director for any (potential) liability of the company towards the dismissed director. Note that this discharge will hold no effect in case third parties wish to hold the former director of the BV personally liable. In addition, the discharge is limited to information based on the financial statements or information that was otherwise communicated during the general meeting of the private company. The discharge may extend to cases where the director has seriously impaired or severely harmed the company. Deception and fraud are not covered by the discharge.
It is therefore of the utmost importance that a liquidation is done in the right way. We will provide the correct way to liquidate your B.V.. We are happy to help you, to do the liquidation check.
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