There comes a moment when your bv (Dutch private limited company) is no longer needed. You retire, you have sold the activities, you take a job or the bv has been dormant for a while. Closing a bv is then more than a signature: the bv is a legal entity, and you have to bring it to a proper end. If you get it wrong, as a director you can later still be held liable with your own money.
Below you can read which three steps closing involves and what to arrange first. After that: the turboliquidatie for a bv without assets, the liquidation for a bv with assets, the role of the liquidator, closing with debts, tax, costs, deregistering with the KVK and your business account.
Key points:
- You stop a bv in three steps: dissolution, liquidation (vereffening) and deregistration with the KVK (Dutch Chamber of Commerce).
- If the bv has no assets left, you report dissolution and deregistration in one go as a turboliquidatie in Mijn KVK.
- If there are assets, a liquidation of the bv follows: a liquidator (vereffenaar) divides the assets and pays the debts.
- If it later turns out the bv was not empty, a court can make directors pay with their own money.
- After closing, you keep the records for at least 7 years; the custodian is listed in the Business Register.
Closing a bv: dissolution, liquidation and deregistration
Dissolving the bv is the first formal step. The general meeting of shareholders takes a dissolution resolution for it. If there are several shareholders, the articles of association state the majority needed for that resolution. The shareholders also choose the date of dissolution; according to the KVK it may be a date in the future, but not in the past. Then the assets and debts have to be settled: that is called liquidation (vereffenen). Finally, you deregister the bv with the KVK.
After the dissolution of the bv, the route depends on one question: does the bv still have assets? According to the KVK, assets include money in the business account or in cash, money you are still owed by customers or the Belastingdienst (Dutch Tax Administration), and things such as tools, computers or a company car.
| Without assets | With assets | |
|---|---|---|
| Route | Turboliquidatie | Dissolve, liquidate, deregister |
| How you report it | Online in Mijn KVK, or by post with form 17a | Form 17a, form 17b at the end, by post |
| Who settles the assets | Not needed, as there is nothing to divide | One or more liquidators |
| Time frame according to the KVK | Online in the Business Register within a few days | Two-month objection period after the advertisement |
According to the KVK, as long as the liquidation runs, the bv still officially exists. Only the name changes: ‘in liquidatie’ is added. Only once everything has been settled can you end the bv and deregister it.
Before you stop the bv: arrange this first
If you want to stop your bv, Ondernemersplein, the government’s portal for entrepreneurs, says you start with a final balance sheet: a final overview of the bv’s assets and liabilities. The consequences of stopping can be complicated, including for tax, so Ondernemersplein recommends bringing in an accountant or other expert. Before you end a bv, check these points, among others:
Watch out for a pension obligation. According to the Belastingdienst, a bv with a pension or annuity obligation on its balance sheet cannot be closed, not even if payments have already started. If you have such an obligation, a stamrecht or another old-age obligation, ask the Belastingdienst for a prior consultation. And first check what the articles of association say about dissolution, because according to the KVK a deregistration is final.
Turboliquidatie: closing a bv without assets
A turboliquidatie is a quick way to close a bv. According to the Belastingdienst, it is only allowed if the bv no longer carries out activities and has no assets left. You report a turboliquidatie online in Mijn KVK, with your DigiD or European login. The KVK describes the steps like this:
The shareholders decide at a meeting to dissolve the bv and record this on paper, signed by the directors.
Someone keeps the records for at least seven years after the dissolution. Whoever reports the turboliquidatie in Mijn KVK is automatically the custodian.
You need the signed dissolution resolution and the balance sheet on the date of the resolution. You also need the statement of income and expenses for the past financial year.
You upload the documents and explain why the bv had no assets left, and why any debts have not been paid.
You let creditors know the bv has been dissolved. They can request the annual accounts, the balance sheet and the statement of income and expenses from the KVK.
If the balance sheet or the statement of income and expenses is not ready yet, according to the KVK you can send it within fourteen days of the dissolution resolution. It can also be done by post, with form 17a and an auxiliary form; that takes at least 10 days. A turboliquidatie is not without risk. If it later turns out there was still money or assets, a creditor can demand payment through the courts, and the board can be personally liable. According to Ondernemersplein, companies must be able to prove that a turboliquidatie was necessary.
In summary: a turboliquidatie is only for an empty bv without activities. You arrange it yourself in Mijn KVK, but closing a bv that still has money or goods this way puts you at risk as a director.
Liquidating a bv with assets
If the bv still has assets, you cannot close it in one go. You then have to liquidate the bv: after the dissolution resolution you fill in form 17a ‘Inschrijving Ontbinding rechtspersoon’, and the bv goes into liquidation. According to the Belastingdienst, liquidating means collecting or writing down all receivables and paying off all debts. Remaining assets are sold or transferred to the shareholders at their market value.
The liquidators list all assets and debts in a document called the ‘rekening en verantwoording’ (statement of account). If anything is left and two or more people are entitled to it, they also draw up a plan of distribution. These documents go to the KVK and are available for inspection at the bv’s office. Through a newspaper advertisement, the liquidators announce where and until when anyone can see them. Creditors and other entitled parties who disagree can file an objection with the court within two months of the advertisement, the KVK explains. If there is no objection, the plan of distribution may be carried out after those two months.
If money is left after the liquidation, according to Ondernemersplein it goes in principle to the shareholders, unless the articles of association say otherwise. Once everything is finished and there are no objections, you report the end of the legal entity to the KVK with form 17b.
The liquidator: who it is and what they do
A liquidator (vereffenaar) settles the bv’s assets and liabilities. The KVK says these are usually the same people as the directors, unless the articles of association provide otherwise, and in almost all cases the directors step down once the liquidators are appointed. The liquidator sells goods to pay the debts, draws up the statement of account and divides what remains. They must also inform everyone who is still owed money that the bv is stopping: with a personal message to known creditors and with an advertisement. Creditors can come forward throughout the liquidation; afterwards they cannot, unless the court reopens the liquidation.
Closing a bv with debts
If you want to close a bv with debts, the order matters. If the bv has no assets but does have debts, Ondernemersplein says you first make a plan to tackle the debts, before you decide to close the bv. Without such a plan, or if you as a director make a wrong decision, a court can rule that you must pay with your own money. For temporary debts you can first ask for a suspension of payments (surseance), and if you expect problems paying taxes or contributions, you report an inability to pay to the Belastingdienst. If debts remain, according to Ondernemersplein you must file for bankruptcy.
During a liquidation it can also turn out that the debts are larger than what the bv owns. Then, the KVK explains, the liquidators make an arrangement with all creditors; if that fails, they must file for bankruptcy. If the court declares the bv bankrupt, it appoints a receiver. Without debts, closing a bv is therefore much simpler: the assets are divided, the debts are paid, and you can deregister.
Tax when closing a bv
When you close a bv, you also wrap up its tax affairs. According to the Belastingdienst, you keep filing returns until the bv has been closed for good, even if the bv no longer has any turnover. For corporate income tax you file a final return including the closing balance sheet, and you request a provisional assessment for the year in which the bv stops, or have the existing provisional assessment changed. After deregistration, Ondernemersplein says, the Belastingdienst sends you a letter asking for a final VAT return; only after that do you receive definitive confirmation that you are deregistered as an entrepreneur for VAT.
If the bv has retained profits, the bv pays them out to the shareholders, and they report the amount received in their income tax return. If there is a building on the balance sheet that has increased in value, according to Ondernemersplein you run the risk of having to settle tax on that increase. If you are unsure about the profit in the year of cessation, you can ask the Belastingdienst for a prior consultation.
What does closing a bv cost?
The KVK, Ondernemersplein and the Belastingdienst do not name a fixed amount for closing a bv on their pages. What you can expect in terms of costs follows from the steps. Ondernemersplein recommends the help of an accountant or other expert. A liquidation adds a newspaper advertisement, and sometimes tax on retained profits or on the increase in value of a building. You report a turboliquidatie yourself in Mijn KVK. Also factor in the retention obligation: you keep the records for at least 7 years after closing.
Deregistering with the KVK and what comes next
With a turboliquidatie, the KVK deregisters the bv on the date you report; with a liquidation, this happens after form 17b. You receive a letter once the deregistration is in the Business Register; keep it as proof. The KVK also removes the UBOs (ultimate beneficial owners) and passes the deregistration on to the Belastingdienst. If you have a holding with an operating company, according to the KVK you deregister the operating company first and only then the holding. If you want to deregister the bv with the KVK without Mijn KVK, for example because you are not the custodian, you do it by post with form 17a.
After closing, according to Ondernemersplein you keep the records for at least 7 years, and for some data 10 years. This may also be done digitally. Whoever keeps the books is registered as custodian in the Business Register. And Ondernemersplein points out that you remain liable for risks after stopping. Creditors who come forward after the liquidation has ended can, the KVK explains, ask the court to reopen it.
Good to know: if a return still appears in Mijn Belastingdienst Zakelijk, you file it, even if the bv has already been deregistered. The KVK passes the deregistration on to the Belastingdienst itself.
Your business account when you stop, and afterwards
Because the KVK links the business account to your bv’s registration, check in good time by when you must close the account. Ondernemersplein recommends downloading all account statements or the annual financial overview before closing it, and stopping running direct debits and recurring transfers. If you then start something new, an eenmanszaak (sole proprietorship) or a new bv, you can arrange the business account online with Vivid:
Even on a free plan, individual services can incur costs, for example extra cards, withdrawals above certain exempt amounts or premium features from higher plans.
Vivid in short: an online business account with a Dutch IBAN for your next business, with export files for your records and invoicing at no extra cost.
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Frequently asked questions
How do you close a bv?
Closing a bv takes three steps. The shareholders take a dissolution resolution, the assets and debts are settled, and the bv is deregistered with the KVK. Without assets, this can be done in one go with a turboliquidatie.
What is a turboliquidatie?
A quick way to dissolve and deregister a bv without assets. You report it in Mijn KVK with the dissolution resolution, the balance sheet and the statement of income and expenses.
When are you not allowed to do a turboliquidatie?
When the bv still carries out activities or still has assets, such as money in the account, goods or amounts owed by customers. A liquidation then follows.
What does a liquidator do?
The liquidator lists the assets and debts, sells goods to pay debts and draws up the statement of account. Then they divide what remains. These are usually the directors.
Can you close a bv with debts?
According to Ondernemersplein, first make a plan to tackle the debts before you decide to close the bv. If debts remain, bankruptcy must be filed for. During a liquidation, the liquidators can also make an arrangement with all creditors. A wrong decision can make directors personally liable.
Which taxes do you pay when closing a bv?
The bv files a final corporate income tax return with a closing balance sheet and a final VAT return. Shareholders report retained profits paid out to them in their income tax return.
How long do you have to keep the records?
At least 7 years after the bv has ended, and for some data 10 years. The custodian is listed in the Business Register.
This article provides general information and is not legal or tax advice. The rules mentioned are as published by the KVK, Ondernemersplein and the Belastingdienst, and may change. Vivid’s payment services are provided by Vivid Money S.A., an electronic money institution authorised and regulated by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg; its Dutch branch is registered with De Nederlandsche Bank (DNB) as an electronic money institution.
