We previously wrote about how to start a legal entity; https://www.ten-law.org/knowledge/ten-qa-on-company-law-in-europe-netherlands/

But there may also be reasons to terminate your company. How do you terminate a legal entity in the Netherlands?

Dissolution by a resolution

To dissolve a legal entity, a formal resolution is needed in most cases. Who may take that decision depends on the type of legal entity:

  • In a public limited company (N.V.) or private limited company (B.V.), the general meeting of shareholders must take the decision to dissolve.
  • In the case of an association or cooperative society, the members’ meeting takes the decision.
  • In the case of a foundation, the board takes the decision.

The dissolution of a legal entity takes effect at the time you take this decision, or at a future time. In any case, never at a time before you officially take this decision. So you cannot take this decision retroactively.

Dissolution of a legal entity is irreversible

When you dissolve a legal entity, you cannot simply reverse and undo it. A dissolution decision is final. However, a court can revoke this decision under special conditions. Therefore, first read the articles of association to check whether they contain certain agreements about dissolving the legal entity. When doing so, consult an adviser to make sure you do not overlook anything.

Dissolution due to lack of members or a provision in the articles of association

Dissolution of an association, cooperative or mutual society sometimes does not require a resolution. These must be dissolved immediately if they no longer have members. Sometimes the articles of association stipulate that the legal entity must be dissolved upon a specific event, for example if, in the case of a foundation, the purpose has been achieved.

You can easily give notice of the dissolution of a legal entity by completing and submitting a form prepared by the Chamber of Commerce for this purpose. These forms can be downloaded from the Chamber of Commerce website.

Termination of legal entity

Dissolution of a legal entity precedes termination. A dissolved legal entity does not immediately cease to exist unless there are no assets at the time of dissolution. Are there assets? If so, debts must be paid first. The legal entity continues to exist until this is done. This is called the liquidation phase.

If the legal entity has ceased to exist and there are still creditors and/or assets afterwards, the liquidation can be reopened. In that case, the legal entity revives (but remains dissolved) for winding up. Interested parties can then ask the court to reopen the liquidation.

For dissolution and termination, you do not need to go to a notary. However, keep in mind that you have to settle with the tax authorities when you cease your business and the legal entity ceases to exist. If you cease your business, the Tax Authorities will receive a notification from the Chamber of Commerce. You yourself must ensure that you:

  • close the records of your business
  • prepare the annual accounts up to and including the date you cease to operate your business
  • make the final VAT declaration after a final calculation
  • keep the records for a further 7 years

Liquidators

The director of the dissolved company liquidates the assets of the legal entity. The articles of association may state that other persons are also liquidators. If there is no liquidator, the court appoints one. This is done at the request of an interested party or at the request of the public prosecutor.

If all debts are paid and there are then assets left over, the liquidator distributes them to any shareholders or beneficiaries (unless the articles of association provide otherwise).

Dissolution by turboliquidation

With a turboliquidation, no legal liquidation (financial settlement) is required and you can settle the dissolution of a legal entity quickly. This saves costs. You only need to pass a resolution at the general meeting of shareholders or board (in the case of a foundation). This resolution will cause the legal entity to cease to exist immediately. This possibility only exists if there are no assets. After all, if there are no assets, nothing can be distributed to the creditors and you can skip the liquidation phase for that reason.

However, on 15 November 2023, the Temporary Act on Transparency Turboliquidation came into force. This law better protects creditors during turboliquidation.

The act introduced Article 2:19b of the Civil Code, which states that the following documents – within 14 days of dissolution – must be filed with the trade register:

a balance sheet and a statement of income and expenditure for the financial year in which the legal entity was dissolved and the previous financial year if, at the time of dissolution, annual accounts for that year have not yet been made public;

a description of:

  • the cause of the absence of assets at the time of dissolution;
  • if applicable, the way in which the assets of the legal entity have been realized and the proceeds distributed; and
  • if applicable, the reasons why a creditor or creditors remained wholly or partly unpaid; and
  • the annual accounts for the financial years preceding the financial year in which the legal entity was dissolved, if there is a disclosure requirement for this which has not yet been fulfilled, and (if applicable) the auditor’s report.

Immediately after filing, the board must notify creditors in writing.

Failure to comply with the accountability obligation is classified as an economic offence. This is not the case as regards failure to comply with the disclosure obligation.

Dissolution of empty legal entities by the Chamber of Commerce

Under certain conditions, KVK must dissolve empty legal entities.

Consequences of dissolution

Dissolving your company may have consequences for your bank account, financing, insurance, pension fund and municipal permits. For example, if you are deregistered from the Chamber of Commerce, you can no longer access your business bank account. Therefore, before you deregister from the Chamber of Commerce, check the authorities’ website to see the consequences of the steps you take.

If you have any questions about whether dissolving your company is the right thing to do in your case, please contact Bas Jacobs.