In the Netherlands, closing a business must follow a strict legal procedure. In the following, we outline the legal requirements for company liquidation and dissolution, as well as Bolder’s legal service for closing a company in the Netherlands and the steps involved in winding up your business with Bolder Launch.
The Dutch legal system offers three options for closing your Netherlands company or a Dutch BV’s dissolution.
1. Standard procedure
- The director(s) shall call a general meeting of shareholders to vote on dissolving the company and liquidating its assets and liabilities.
– The directors are dismissed, the liquidator(s) are appointed and a custodian for the company’s corporate books and records is appointed in the same shareholders resolution;
– It is common for the former directors to be released from their corporate liabilities in the same resolution;
– If the company has a supervisory board, this body should approve the shareholders’ resolution to dissolve the company;
– As from the moment of the dissolution, the Dutch words “in liquidatie” should be added to all publications, letters and announcements of or by the company.
- The liquidator(s) must prepare a final liquidation account (and a plan of distribution, if needed).
– If there is only one shareholder, a final liquidation account (“rekening en verantwoording”) suffices;
– A distribution plan (“plan van verdeling”) is also required if there are multiple shareholders. The distribution plan describes how the company’s assets and liabilities are divided among the parties entitled;
– The final account and distribution plan must be deposited at the company’s registered office if it still exists.
- A deregistration has to be filed with the Trade Register of the Chamber of Commerce.
– The resolution to dissolve and liquidate, as well as the final account (and the plan of distribution, if needed), must be registered with the Trade Register;
– The deregistration form can be mailed or delivered in person;
– Even though English-language forms are available, they must be completed in Dutch;
– The Trade Register will notify the tax authorities of your deregistration notification. Fiscally, you may have to settle with the Dutch Tax and Customs Administration.
- The liquidator(s) must publish a notice in a nationally distributed daily newspaper.
– The notice must specify where the final account and distribution plan have been deposited for public inspection;
– Following the publication of such notice in the newspaper, a two-month waiting period begins during which any interested party may file an objection to the final account and/or the distribution plan;
– Unless objections are raised, the actual distribution of the liquidation proceeds may take place after the two-month waiting period expires.
- The company will cease to exist once all assets known to the liquidator(s) have been distributed.
– The liquidator(s) must cancel all active contracts as well as all permits, business insurances, domain name registration, phone numbers and other subscriptions.
– The Trade Register must be notified of the termination of the liquidation procedure, as well as the name and address of the custodian of the corporate books and records;
– The whole dissolution procedure takes around 3 months;
– Following the completion of the liquidation, if it appears that there is still an asset to be liquidated, or that a creditor or beneficiary has not yet been taken into account, the liquidation may be “reopened” by a Court decision. In such a case, the company “revives,” but only to re-liquidate the balance. If the beneficiaries have received an excessive amount of assets, the liquidator(s) may reclaim the remaining assets.
- Upon termination of the company, the corporate books and records must remain stored with the appointed custodian for a period of seven years.
2. Accelerated procedure
The procedure for closing your company in the Netherlands can be accelerated through a “distribution in advance” with prior approval from the appropriate district court.
An accelerated procedure is warranted only if, (1) the liquidator(s) can demonstrate that all creditors are known to him, (2) the beneficiaries of the company’s final balance are few in number and (3) all the beneficiaries ensure, for example, by way of a guarantee, that they will restitute a portion of the distribution in advance if a creditor still comes up or opposition is successfully instituted.
In an accelerated procedure:
- The director(s) shall convene a general meeting of shareholders to reach a resolution on dissolving the company, and appoint the liquidator(s) and a custodian for the corporate books and records of the company;
- The liquidator(s) still needs to prepare a final accounting of the liquidation (and the plan of distribution, if needed), even nothing remains to be liquidated;
- A deregistration has to be filed with the Trade Register of the Chamber of Commerce;
- Upon the settlement of all the then-known debts of the company, the liquidator(s) distributes the remaining assets of the company amongst the beneficiaries in advance;
- The company will cease to exist after all assets known to the liquidator(s) have been distributed;
- The liquidator(s) must publish a notice about the dissolution in a nationally distributed daily newspaper;
- If an unknown creditor comes up or any opposition is instituted during the two months period following the publication, the assets distributed in advance may have to be (partly or wholly) recovered to result in a redistribution of assets. If recovery is impossible and some creditor(s) remain unsatisfied, the liquidator(s) will be personally liable for the loss thus incurred;
- The corporate books and records will remain stored with the appointed custodian for a period of seven years.
3. Turbo procedure
If the company has no assets or liabilities at the time of liquidation, Dutch law allows for a turbo procedure:
- The director(s) shall convene a general meeting of shareholders to reach a resolution on dissolving the company.
– The company ceases to exist at the very moment of the resolution of the General Meeting of Shareholders to dissolve the company;
– A custodian for the corporate books and records of the company shall be appointed;
– No liquidator must be appointed.
- The management board must file the liquidation and deregistration of the company with the Trade Register of the Chamber of Commerce.
- The corporate books and records will remain stored with the custodian for a period of seven years.
- Procedure selection:
– From our extensive experience, the most commonly used procedure is the turbo procedure;
– However, please remember that in daily practice the dissolution and liquidation of a BV may become burdensome and time-consuming, in particular, if the financial position of the company is not clear at the moment of liquidation or if there are more shareholders which are entitled to a stake in the company’s assets/liabilities;
– Also, the tax aspects of the liquidation may be a complicating factor.
- Employment matters:
– If the company has employees in the Netherlands, all employment contracts should be terminated;
– You will have to apply for a dismissal permit from the Employee Insurance Agency and notify the tax authority about the employee dismissal. All work permits issued through a company are no longer valid after the company is terminated.
- Individual deregistration:
– If a foreign director or shareholder plans to leave the Netherlands after the company is closed down, then the foreign director or shareholder needs to deregister with the local authority;
– The local authority will remove the person’s name from the Persons Database (“Basisregisratie Personen”) and inform other government bodies about the departure.
Bolder Launch’s company dissolution service
We have advised many clients on possible scenarios for closing their company in the Netherlands or specifically dissolution of a Dutch BV and assisted them with the actual dissolution and liquidation.
Amongst the services we offer are:
- Advice on tax implications of a liquidation;
- Coordinate the liquidation procedure;
- Arrange for deregistration;
- Take care of final tax compliance;
- Filing final tax returns.
Our package fee for company dissolution is €1250 (ex VAT, if applicable).