Turbo Liquidation

Turboliquidation

The turboliquidation is the accelerated dissolution and winding up of a private limited company. There are instances when a Holding BV, Management BV or Subsidiary Company has not conducted any activities for years. This may then mean that there has been no turnover and no debts have been incurred. The BV’s balance sheet probably has no assets and no debts. In this situation, a turboliquidation may take place. Is this the case with your BV? If so, you can have the BV directly dissolved. Or schedule online an appointment with us to discuss your situation.

The advantages of dissolving your BV by means of a turboliquidation

Turboliquidation has a number of advantages. We share what the main advantages of turboliquidating a BV are. This so that you can make an informed choice and have a clear picture than the advantages of turboliquidating your BV.

1. No more ongoing costs

A BV that is inactive or has relatively low turnover costs time and money every year. Annual accounts have to be prepared, often by an accountant, and officially adopted by the general meeting. They must then be filed with the Chamber of Commerce. If you terminate the BV by means of a turboliquidation, you no longer have to do this. This will save you time and money every year.

2. No more administrative obligations

In addition, the BV remains obliged to file tax returns, including quarterly returns and the annual corporate income tax (VPB) return. All in all, these obligations do not outweigh keeping an inactive private limited company. Are you in this situation? If so, dissolving the limited company is worth considering, especially if you have no further plans for the limited company.

3. a turboliquidation is quick

If your BV is inactive, the quickest route to liquidate the BV is turboliquidation. You can use this if there are no assets on the balance sheet. If so, you can wind up the BV within one business day using our online accelerated turboliquidation service. This is different from liquidation, which takes at least 2.5 months.

4. you do not have to meet

When there are several shareholders in a BV, the articles of association may be drafted in such a way that you have to meet annually for a shareholders’ meeting to adopt (for example) the annual accounts. The turboliquidation ensures that this is no longer necessary.

5. you can turboliquidate with debts

The law states that a private limited company without assets but with debts can use a turboliquidation. However, you should be careful with this as you do not want to disadvantage creditors. Talk to creditors first before liquidating the BV. Does the BV have debts and have you already reached an arrangement with your creditors? Then you can wind up the BV online.

The disadvantages of a turboliquidation

Turboliquidation also has a number of disadvantages. It is important to read through these, and to determine whether they apply to your situation, before having the BV dissolved. If you are unsure about your situation, schedule online an appointment with us to discuss your situation.

1. There is an unknown debt

One of the disadvantages of a turboliquidation arises if it turns out that there is a debt in the company after all. The creditor can then ask the court for liquidation. If the court agrees, the liquidation is reversed and the company is declared bankrupt. For the director of the legal entity, this can be a risk because there are situations where you can be held personally liable for the debts. For example, because you failed to file the annual accounts. You can avoid this situation by verifying very carefully before the turboliquidation that there really are no debts.

Does your BV have assets? Then these must be settled first before you can proceed with an accelerated liquidation. The alternative is to follow normal liquidation proceedings if the BV has assets and or current liabilities.

2. Risk of personal liability

Another disadvantage of the turboliquidation is that there is a risk that the director may be held personally liable, for example if he used the turboliquidation for improper purposes. This could be because the director knew there were debts or assets in the limited liability company.

3. Assets

In a turboliquidation, debts may be present, in some cases this is even desirable. However, it is important to make sure that there are no assets left. Otherwise, the BV may have to be re-established, and then sell the assets. Think of cars, receivables, and machinery, these can only be sold if the BV exists.

Costs of a turboliquidation

Accelerated liquidation or turboliquidation can take place through us for a fixed price. We believe in speed, clarity and transparency. A turboliquidation does not have to take place with the help of a notary or lawyer and therefore costs significantly less than setting up a private limited company and can also take place much faster. We apply a fixed price.

Our experts can support you personally, if desired, throughout the entire process for a fee of € 299 per dissolved BV. If you wish to have more than 2 BVs turboliquidated or liquidated, we offer a discount. For more information, please make an appointment.

What are the do’s and dont’s?

A turboliquidation cannot take place in all cases. You need to consider the points below. If you do not meet the conditions, an accelerated liquidation may not be possible in your situation. Get information from one of our experts through a free no-obligation consultation, plan this online.

The do’s

• Control whether the BV no longer contains equity. If there are income, or in other words assets, they can only be distributed by a liquidator. A turbo liquidation is not directly possible in this case. For a turbo liquidation, balance sheet on the asset side should be at zero.

• Follow laws and regulations. The BV can still be declared bankrupt afterwards. In any bankruptcy, the trustee may also hold the directors personally liable for the deficit in the bankruptcy. Reasons for this include, for example, if the administration obligation has not been met or the annual accounts have not been published with the Chamber of Commerce on time. If you have any questions about your obligations and the laws and regulations, you can ask our experts.

The dont’s

• Turboliquidate if there is still equity. There should be debt, or negative equity, against equity. However, it is possible to work towards an empty balance sheet and then turboliquidate. This way, you can sell the company’s assets, dismiss any employees, terminate the rent and pay off the debts. In this way, you work towards an empty balance sheet. In doing so, you should proceed with caution, as you do not want to disadvantage or selectively pay off any stakeholders or creditors of your BV.

• Turboliquidate with pending claims. The limited liability company may no longer have any current receivables from the shareholder from, for example, a loan or current account relationship or third parties. This is because these current receivables are also income.

Our step-by-step plan for a turboliquidation

To make turboliquidation as easy and straightforward as possible, we work with a clear step-by-step plan. Below are the six steps we follow with you to liquidate your company.

Step 1: The balance sheet (no assets)

The first step of the turbo liquidation roadmap is immediately one of the most important steps: establishing that the asset side of the balance sheet is at zero. Proceed carefully when assessing this. Be sure that no assets are present.

Step 2: Fill in the form & prepay

If the balance sheet is at zero, you can have the BV turboliquidated. With us, this only requires two actions: you fill in the intake and then you pay. Once we have received your details and payments, we will proceed to the next step.

Step 3: The documents will be mailed to you within 24 hours

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Based on the details you have entered, we will prepare the documents needed for the turboliquidation. This usually takes less day 24 hours, including weekends.

Stage 4: Sign & send documents

Once we have prepared the documents, we will send them to you. You check them for a final check and then put your signature and date them.

Stage 5: Deregistration from the Chamber of Commerce

Once the documents are signed, send them to the Chamber of Commerce. The BV will be deregistered from the Commercial Register of the Chamber of Commerce. This completes the dissolution process.

Step 6: Corporate income tax (VPB)

Once the company has been deregistered from the Commercial Register, a corporate income tax return usually still has to be filed. This return is for the year in which the company was wound up.

What else you should take into account

You do not want to run into board liability by not properly following the conditions and steps for winding up a BV. The problems usually arise when the BV has already been dissolved and the BV’s liabilities have not been adequately considered. It is important in a turboliquidation that the BV no longer has any obligations to other companies or individuals. Would you like to read the legal information on this? All information on the law and regulations surrounding a turboliquidation can be found in Book 2 Article 19 of the Civil Code.

Keep in mind further:

• The obligation to prepare annual accounts for the last full financial year of your BV. For example, if you dissolve the BV during 2022, you will still have to prepare annual accounts for the year 2021.
• A custodian of the books and records must be appointed. This person is obliged to keep the BV’s records for at least seven years. This is often you as a director and/or sole shareholder.
• Make sure that current subscriptions, insurances, memberships, contracts and licences have been cancelled or transferred and paid.
• All business bank accounts should be closed before or shortly after you dissolve the limited company.
• A corporate tax return does usually have to be filed after the liquidation.

Are you sure you comply with the above and want to terminate your BV via a turboliquidation? Go through our online intake and the BV will be dissolved within 24 hours, or make an appointment online.

Frequently asked questions

Question 1: Do I have to publish in a turboliquidation?

No, there is no obligation for liquidated legal entities to prepare and publish financial statements for the current financial year. So in a turboliquidation, you do not have to publish. 

Question 2: What is a depository institution?

If a company is liquidated, the Commercial Register must be notified of who will be the custodian of the legal entity’s books and records. The custodian is obliged to keep these records for seven years after the end of the legal entity. We will ensure that a custodian is declared to the Chamber of Commerce and that you are informed who will be the custodian and what records this person is required to keep.

Question 3: Does directors’ liability apply in a turboliquidation?

Directors’ liability looks at the conduct of the directors of a legal entity. In a turboliquidation, a legal entity is dissolved. Therefore, even because of the circumstances surrounding the liquidation, there may be directors’ liability. This liability requires that the director can be seriously blamed. For example, if it can be proved that a director used the turboliquidation to get rid of his creditors. In that situation, a director can be held personally liable. This is something you want to avoid. It is therefore important that you act carefully when liquidating the BV. If you have any questions about your situation, it is best to seek advice from us beforehand.

Question 4: Can I carry out a turboliquidation with debts?

In principle, a turboliquidation can be carried out with debts. Case law also shows that courts often rule that it is possible. However, the question is whether you want to do so, as you are still running a risk. If there are external creditors, the debt has not arisen through your own loan to the BV, you may disadvantage these creditors through the turboliquidation. If it turns out that the turboliquidation was carried out without a good reason or a thorough investigation, there may be directors’ liability. You can read more about directors’ liability in the answer to question 3.

Question 5: Can I carry out a turboliquidation with a tax debt?

You can also carry out a turboliquidation with a tax debt. In some cases, it is even better to liquidate, as the tax debt cannot increase further. However, the debt does not disappear through liquidation. The debt is there and a director is responsible for it, even after the turboliquidation. You can ask the tax authorities whether it is possible to reach a settlement.

Question 6: Which entities are suitable for a turboliquidation?

With a turboliquidation you can, for example, dissolve a BV, Cooperative, Vereniging. NV or foundation. You may only carry this out if there are no more assets in the company, i.e. if there are no more assets and no activities being carried out.

Question 7: Can a turboliquidation take place in case of usufruct?

There are a number of situations where turboliquidation cannot take place. For example, if shares have been pledged or a usufruct has been created on shares.

Question 8: In what other situations cannot there be a turboliquidation?

Situations in which no turboliquidation can take place include if employees are still employed by the company, if there are assets present or if there are ongoing contracts. In the answer to question 7, we already informed that no turboliquidation is possible if shares have been pledged or a usufruct has been created on shares.