Overview: Dissolving And Liquidating A Dutch Company - Netherlands
Several procedures are used by which a business entity can be liquidated and dissolved in the Netherlands. There are various reasons why a company gets liquidated, either because of bankruptcy or due to the discussion of stakeholder’s general meeting. It should be noted that dissolution doesn’t automatically indicate the firm’s closure.
The stoppage of a firm happens when during the liquidation the company has no holdings. And if the firm has holdings, then it won’t reach stoppage until and unless the company is officially dissolved. Then the status of the company becomes “in liquidation”. So, as per law, the Dutch firm has to utilize this title whenever in conversation with investors.
In every company, the Netherlands firm dissolution is overseen by the AOA, Articles of Association. The liquidation process gets completed by following some steps and can also be initiated by the decision of a single stakeholder. There are two standard techniques known for Dutch firm liquidation, the accelerated process, and the standard process.
Steps For Dutch CV Company Liquidation
The liquidation of Dutch CV can be achieved using two procedures:
- Standard Procedure
- Accelerated Procedure
Standard Procedure
This is the most common type of process using which a Netherlands company can be dissolved. It is dependent on the decision of the stakeholder’s general meeting. In the meeting, a liquidator is hired, and the dismissal of the general manager takes place. Then, all the official business books are given to the liquidator.
- The liquidator explains the end account of the dissolution and also the distribution plan.
- Register the distribution plan and final account at the Chamber of Commerce.
- First, deposit the paperwork, then the liquidator sends out a notice in the official newspaper about the mass inspection of the declaration plan and the final account.
- It is checked after 2 months if no objections are created, the Dutch cv company dissolution is filed at the Commerce Chamber, and the stoppage of the firm takes place.
Accelerated Procedure
If any kind of objection by the 3rd parties is created concerning the distribution plan, this type of procedure is followed. Before starting with the accelerated process, check that you have few beneficiaries.
- Explain the distribution plan properly so that any unknown creditor who tries to get his rights after reading the Netherland firm’s dissolution announcement, can do so.
- If the creditor doesn’t get his holdings, it is the responsibility of the liquidator to bear the losses.
Dutch BV Company Liquidation Process
The Corporate law of the Netherlands explains the process of Dutch BV liquidation, and it is also present in the firm’s Articles of Association. There are 3 ways in which a Dutch Private company can be liquidated:
- So-called Accelerated Liquidation
- Standard Procedure
- Turbo Liquidation
Accelerated Liquidation
To simply explain Accelerated Liquidation, it is also known as the distribution done in advance. The standard process of liquidation gets converted to accelerated when the liquidator is fine with distributing the left holdings of the firm by the method of so-called advance distribution. If this distribution happens in between the waiting time of 2 months, then an advance permit of the district court is important for the success of the accelerated liquidation.
Standard Procedure
This process starts with the discussion of the Dutch BV company dissolution by the shareholders in a general meeting. In this meeting, the directors are eliminated, and the recruitment of a liquidator and a custodian happens. The custodian is needed to keep a check on the business records and books of the firm. If a firm has a Supervisory board, then this body is responsible for accepting the stakeholder’s decision to liquidate the Dutch BV company. This liquidation should be filed with the Trade Register of the Chamber of Commerce.
Turbo Liquidation
The firm stops existing as soon as the shareholders and directorial board decide in the general meeting to liquidate the firm if it does not hold any responsibilities or assets at that time. Then there is no wind-up process or recruitment of liquidators. This process is called Turbo Liquidation.
The dissolution of a Dutch BV firm indicates the completion of the financial time of the private limited company. Once the dissolution process of a Dutch BV is done, it should be removed from the list of registered BV firms with the authorities of Dutch tax.
Read More: Dutch Income Tax Calculator
Conclusion
Any firm in the Netherlands getting dissolved and liquidated needs to follow all the procedures properly, and all the laws must be put into consideration as well. To make that happen, contact ODINT Consulting. We will ensure that your firm’s liquidation procedure gets completed smoothly. Our team of experts is well-experienced with the corporate laws of the Netherlands, and we know how to cater the best services to our clients. So, get in touch today!
FAQ’s
A Dutch CV (Commanditaire Vennootschap) is a limited company that holds a legal stature and used to be called Commanditaire Vennootschap before the corporation act changed.
Just like the Dutch CV company, a Dutch BV company, which is a Private limited partnership can be established in the Netherlands. In such an entity, the foreigners can get complete ownership of the firm’s shares.
