Liquidating a company

Below we will elaborate on the legal procedure for the liquidation of a Dutch BV and the Dutch tax implications of such a liquidation.

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The turbo liquidation Notwithstanding the aforementioned, the company ceases to exist at the very moment of the resolution of the General Meeting of Shareholders to dissolve the company if it does not have any assets or liabilities at the moment of liquidation.

In such case there will be no process of winding-up, and consequently no liquidators have to be appointed.

The Trade Register of the Chamber of Commerce must be notified of the termination of the liquidation procedure, and of the name and address of the custodian of the corporate books and records.

Should it appear after the liquidation has been completed that there still remains an asset to be liquidated, or that a creditor or beneficiary has not yet been taken into account, then the liquidation may be "reopened" by a decision of the Court.

The liquidation of a Dutch BV is a relatively easy and smooth procedure.

Under certain circumstances it is even possible to liquidate a BV with an single shareholder's resolution (the so-called turbo liquidation; see below) !

In the event that such a distribution takes place during the period of two months, prior approval of the appropriate district court is required in order to make such distribution.

Since the possibility exists that the assets distributed in advance may have to be (partly or wholly) recovered to effect a redistribution (see below), an "accelerated liquidation" is only warranted if (1) the liquidator has reason to assume that all creditors are known to him, (2) the beneficiaries of the final balance of the company are few in number, and (3) the beneficiaries ensure, for instance by way of a guarantee, that they will restitute (part of) the distribution in advance if a creditor still comes up or opposition is still (successfully) instituted.

It is common that in the same resolution the former directors are discharged from their corporate liabilities.

In the event that the company has a Supervisory Board, this body should approve the shareholders' resolution to dissolve the company.

This is usually referred to as the so-called turbo liquidation.

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