Many entrepreneurs who come to us think that a notary is required when (turbo)liquidating a private limited company. Somehow, it sounds very logical to do a liquidation through the notarial route. After all, you also started through this route. But should the cost of liquidation again be so high due to the involvement of a notary? Or can it be done without a notary?
To determine why you do not need a notary, it is useful to know the exact function of a notary. After all, a notary is there for a reason. A notary’s function is to ensure legal certainty. He or she records agreements by means of notarial deeds. When these deeds are signed by the parties involved, they are legally obliged to abide by them.
There are two deeds commonly used by entrepreneurs: the deed of incorporation of a BV and the transfer and issue of shares:
- Founding a legal entity; this can be a limited liability company, a private limited company, cooperative or foundation. By law, a private or public limited company must be incorporated by notarial deed.
- transfer and issue of registered shares in a public limited company ~ or private limited company. In this case, the shares must be delivered by a notarial deed.
Other examples of deeds that are mostly taken in the private sphere are the prenuptial agreement, cohabitation agreement, a will, transfer of real estate and the granting and so-called cancellation of a mortgage.
It is also possible to have a notarised deed drawn up on request. You do this, for example, in the case of a cooperation agreement. This is not required by law but provides more security for the parties involved. Should problems then arise in the future, the parties can always fall back on the notarial deed.
Why you don’t need a notary
Although a notary is appropriate to dissolve a Private Limited Company, a notary is not necessarily needed in this process. Whereas the notary ensures through a deed that you are attached to a Private Limited Company or another type of legal entity, you yourself as shareholder(s) have the power and right to dissolve the private limited company. For this, you do not need ‘permission’ from a third party.
What does the law say about this?
The law says about this in Article 19 of Book 2 of the Civil Code that a legal entity is dissolved: by a resolution of the general meeting or, if the legal entity is a foundation, by a resolution of the board unless the articles of association provide otherwise. Thus, there is no reference to a notary anywhere.
Dissolve a BV without a notary, what should you pay attention to?
So this allows you to take the decision to terminate the BV yourself. Incidentally, this does not mean that you can just quit. To disband a stamrecht bv, holding company or normal operating company in the form of a private limited company, you need, among other things, a resolution of dissolution. This is presented and voted on in the general meeting of shareholders, after which the dissolution resolution can be signed or the minutes of the shareholders’ meeting are taken. Once the minutes or the resolution are signed, the BV is dissolved by law and can be further liquidated.
