Stappenplan | Liquidating B.V. | What should I consider when deregistering my BV?

Do you want to dissolve your private limited company (BV)? For example, because it’s no longer active and is only costing you money? Dissolving a BV can be fairly straightforward. However, it’s important to avoid making mistakes. If you do, as a director, you could be held personally liable for paying the BV’s debts. In that case, you would have to settle these debts with your own money.

To help you avoid this, we’ve created a step-by-step guide that you can use to dissolve your BV. Would you like to know how to dissolve your BV?

When should I dissolve my BV?

There can be various reasons why you want to dissolve your BV. The most common reasons are:

The most common reasons are:

• The BV is no longer active. If your BV is inactive and has no assets or liabilities, you have a so-called ‘empty BV.’ Since an empty BV has no activities and generates no revenue, it brings you no value. In fact, it only costs you money. For example, you still need to hire an accountant each year to prepare the annual financial statements. Do you have an empty BV? Dissolve it.
• Insufficient income. Are you not generating enough income to cover all costs, and the financial situation of your BV is deteriorating? Don’t hold on to the BV for too long and dissolve it. This prevents the financial situation from worsening to the point where you may have to file for bankruptcy.
• You have an empty ‘stamrecht’ BV. It used to be possible to put a severance payment into a ‘stamrecht’ BV, which would pay you part of the compensation over time. This allowed you to defer or sometimes reduce tax on the severance payment. While this option is no longer available, there are still existing ‘stamrecht’ BVs. If yours has already paid out everything to you, the BV is likely empty and serves no purpose anymore. In that case, it's best to dissolve it.

How do I dissolve my BV?

Send an email to your Bookies with the request to liquidate the BV. In order to do so, we will need at least:

1. The financial statements for the past year. If you haven’t filled out the questionnaire yet, do so that same day.

2. The administration for the current year must be complete, and we also need the bank statements up to that moment, including statements of business accounts.

Once we’ve received this, we will contact you.

> Read here how the entire process of dissolving a BV works.

Step-by-step plan: What does The Bookie do, and what do I do?

How long this takes depends on your preferences and the timelines of the tax authorities.

1. The Bookie & entrepreneur | Ensure that no assets remain in the legal entity (dissolution decision).
2. The entrepreneur | Check for any financiers, lease agreements, and liabilities.
3. The entrepreneur | Cancel the company’s contracts and insurance.
4. The entrepreneur | Close the bank accounts of the legal entity. If you want to receive The Bookie’s invoice in advance, this is always possible. If there are any debts, you can settle them later with your private account
5. The entrepreneur | The general meeting of shareholders must decide to dissolve the legal entity via turbo liquidation. The legal entity will then immediately cease to exist. The meeting must be minuted and documented on paper.
6. The Bookie | We file this dissolution with the Trade Register where the legal entity is registered. We submit to the Chamber of Commerce:
   1. The financial statements for the previous year.
   2. Interim financial figures for the current year.
   3. The form ‘Inschrijving ontbinding rechtspersoon’; and
   4. The form ‘Tijdelijke wet transparantie turboliquidatie’.
7. The entrepreneur | The board must immediately notify creditors in writing after these filings are made.

    

Consequences

• After the dissolution of a legal entity without assets (turbo liquidation), your BV will immediately cease to exist. It’s difficult to reverse this dissolution later.
• After the legal entity is dissolved, you will no longer have access to the business bank account of the legal entity. Therefore, it’s important to close this account before the dissolution. Transfer funds to your private account or empty the business account beforehand.

Timeline and costs

If your BV has no assets, turbo liquidation can usually be applied. In that case, your BV will be dissolved and deregistered with the Chamber of Commerce within the quarter, provided it’s reported before the last month of the quarter. However, keep in mind that tax returns (VAT and corporate tax) must still be filed. So, in total, the process will still last until the end of the financial year.

If there are multiple assets and liabilities, the standard liquidation process must be followed. This entire process usually takes about 3 months, plus the settlement as described above.