Are you thinking of ceasing your business? Then you can choose to have your company declared bankrupt or dissolved. In the Netherlands, this is easy and can be done without the intervention of a judge or curator.

The following legal entities are subject to liquidation

The company is a legal form. The main objective of the associated company is the realisation of profit for the owners of this company. A distinction is made between legal entities with limited liability and without limited liability.

The better known forms of limited liability legal entities are:

  • the private limited company (or B.V.); and
  • the public limited company (or N.V.).

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Dissolution of legal entities through a dissolution decision

Companies (both the B.V. and the N.V.) can be dissolved by a dissolution resolution of the general meeting of shareholders.

The articles of association describe what the process will look like. However, in general, the director of the company will be designated as liquidator. During this period, “in liquidation” must be added after the name of the legal entity on all outgoing documents.

In this way, others become aware of the fact that they do business with companies in liquidation.

This is what a company’s liquidation phase looks like

The legal entity will continue to exist after dissolution if there is capital that must be liquidated. If not, there are no assets that can be liquidated and the company will cease to exist.

Liquidation means that all assets are sold by the liquidator (i.e.: liquidated). Debts are first paid from the proceeds. The surplus is then distributed among the shareholders.

The simplified form of liquidation: the turbo liquidation

A quick and cheap way of liquidating a company is the turbo liquidation.

The general meeting of shareholders proceeds to turbo liquidation by means of a resolution to dissolve. Instead of liquidation, the turbo liquidation is registered in the trade register of the Chamber of Commerce immediately.

With turbo liquidation, careful preparation is essential. This is where directors’ liability comes in.

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Are you considering dissolving your company? VIOTTA is here for you

Would you like advice or assistance in dissolving and liquidating your B.V. or N.V.? Contact VIOTTA’s lawyers today. Thanks to our experience and knowledge, we know how to estimate the risks and guide you properly. We support you right up to the end and always keep an eye on costs.

It never happens that the costs exceed the benefits. That is why we always start with a quick scan, so that you will not be faced with unpleasant surprises afterwards. Contact us, we are pleased to help you.

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VIOTTA is a law firm based in Amsterdam, specialising in providing advice in the areas of corporate law, mergers and acquisitions, contract law and corporate & commercial dispute resolution. We advise in transactional matters and litigate in commercial disputes. VIOTTA provides legal advice to its clients on Dutch corporate law matters, such as corporate governance, board structures, directors’ duties and liabilities, joint ventures and other collaborations. VIOTTA advises purchasers, sellers, management and other stakeholders in domestic and cross-border mergers and acquisitions (M&A).


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