Company dissolution and liquidation in the Netherlands can happen due to various reasons. Some businesses may face financial difficulties that they cannot overcome. Alternatively, entrepreneurs can close their company in the Netherlands if it no longer aligns with their business objectives or strategies. There are several methods for liquidating a company and our Dutch lawyers can guide you through the most suitable process based on your company’s specific needs and circumstances.
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How can a company be dissolved and/or liquidated in the Netherlands?
The Dutch company liquidation process is regulated by both the company’s own rules (Articles of Association) and the broader legal framework (Dutch commercial law).
Quick Facts | |
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Types of company liquidation in the Netherlands |
– regular voluntary liquidation, – turbo (accelerated) voluntary liquidation, – liquidation by the Chamber of Commerce (KVK) |
Initiating voluntary company liquidation |
The general shareholders’ meeting must pass a resolution to dissolve the company and appoint a liquidator; The resolution must be registered with the KVK. |
Voluntary company liquidation process |
– pay the company’s debts, – sell off company assets (if needed), – publish liquidation notice in national newspaper, – distribute remaining funds to shareholders, – file liquidation report |
Creditor’s objection |
2 months from the date of the liquidation notice publication |
Role of liquidator |
– settle the debts and obligations of the company, – notify creditors, – verify creditors’ claims, – sell and distribute assets, – prepare liquidation report, etc. |
Distribution of assets to shareholders |
Based on their ownership percentage or the provisions mentioned in the company’s Articles of Association. |
Turbo voluntary liquidation – characteristics |
Only possible if the company has no assets or liabilities; The company is dissolved immediately after the general meeting’s decision; Our lawyers can assist in this case as well. |
Documents required for turbo liquidation |
Financial statements and an explanation of the company’s current situation must be filed with KVK within 14 days after the dissolution. |
Dissolution of partnerships |
All partners must agree to dissolve the partnership and file the decision with KVK; Our law firm can assist with the dissolution of partnerships. |
Ending sole proprietorships |
Sole proprietorships are not legal entities and require a different procedure. Our attorneys can help. |
Liquidation by the KVK – characteristics |
Under certain conditions, KVK may dissolve empty legal entities. |
Regulatory framework for company liquidation |
The Dutch Civil Code |
Duration of company liquidation |
at least 2 months (for regular voluntary liquidation) |
Alternative to company liquidation |
Under the Dutch Scheme, companies can restructure their debts without going through insolvency. |
Assistance and additional services |
We can assist through the entire liquidation process, no matter the business structure. We also offer support in VAT registration. |
The procedure requires a few steps and in some cases can be started by a single shareholder decision.
There are two ways to liquidate a company in the Netherlands: the standard procedure or the accelerated procedure.
What are the steps for company liquidation?
The standard procedure is the most common form company liquidation can take. It is based on the General Meeting of the Shareholders decision. In the same decision, the liquidator is appointed and the general manager is dismissed. A liquidator is also appointed and the corporate books are handed to him/her.
The company decision must be registered at the Chamber of Commerce. From this moment all the publications from the company must add the words “in liquidation” at the end of the company’s name.
The procedure is rather similar to the liquidation in other countries like Germany, where one of the liquidator’s duties is to elaborate a final account of the liquidation and a plan of distribution (the last one just in case there is more than one shareholder).
The final account and the plan of distribution must be registered at the Chamber of Commerce. This is an important step in closing a company in the Netherlands.
After depositing the documents, the liquidator must make an announcement in a national newspaper regarding the place where the final account and the plan of distribution are stored for public inspection. After two months, if no objections were raised, the liquidation can be registered at the Chamber of Commerce (KVK) and the company ceases to exist.
The name and the address of the curator must also be registered at the Chamber of Commerce. This is because records must remain in his custody for seven years after winding up a company in the Netherlands.
After the resolution of liquidation is registered at the Trade Registry and the duties of the company are settled, the liquidator may distribute the remaining goods among the entitled shareholders within two months after the liquidation decision.
Our Dutch law firm assists in every step of the company liquidation procedure.
We invite you to watch the following video for answers regarding the company liquidation process in the Netherlands:
Accelerated (turbo) liquidation in the Netherlands
Fast-track/accelerated/turbo company liquidation in the Netherlands is possible in certain circumstances. As its name suggests, this method speeds up the process and skips some steps of the ordinary liquidation process, such as the need for a formal financial settlement.
To initiate a fast-track liquidation, you must notify the Chamber of Commerce of the dissolution. You must also provide an overview of the entity’s financial position within 14 days of the dissolution decision. Thanks to The Temporary Act Transparency Fast-Track Liquidation, creditors are then notified in writing and can review these documents. Our lawyers in the Netherlands can help you complete and file the forms with the KVK.
Please note that closing a company in the Netherlands through this method applies to legal entities with no assets or income. If your company has assets or income, fast-track liquidation is not possible and you must appoint a liquidator to distribute those assets. It is also recommended not to have any ongoing agreements (such as renting or employment contracts) for turbo-liquidating a company in the Netherlands
If there are significant debts, our attorneys in the Netherlands would advise you to file for bankruptcy.
Ending partnerships and sole proprietorships in the Netherlands
Ending partnerships and sole proprietorships in the Netherlands is a different procedure than the formal company liquidation process in the Netherlands. This is because these structures are not legal entities.
Partnerships (such as general partnerships, professional partnerships, and limited partnerships) require all partners to agree to end the business. They must provide a signed statement confirming this decision and fill out a form with the KVK.
Ending a sole propietorship is not the same as closing a company in the Netherlands, although some steps might be similar. Sole traders also must transfer or dispose their assets, settle any outstanding debts, and deal with contracts or leases. If your sole proprietorship is ending due to debt, our law firm in the Netherlands can assist you, as there are some Dutch programs designed to provide financial support. To officially end your sole proprietorship, you must file a form with the KVK. You will later receive information about the implications for income tax and VAT registration in the Netherlands.
How long does it take to liquidate a company in the Netherlands?
Usually an announcement has to be issued regarding the liquidation in a nationwide distributed newspaper when the liquidator considers that there are no goods left for the dissolution procedure.
In two months time, the District Court must release a declaration of non objection that specifies the fact that there are no objections against the liquidation. The liquidator must register the dissolution at the Trade Registry and with this last step, the process of closing a company in the Netherlands is complete and the company ceases to exist. The procedure is estimated to take a few months in some cases.
In some cases, the liquidation process can be reopened if one of the entitled entities requires it. In this particular case, a new liquidator must be appointed and must be paid by the former shareholders.
Please note that the duration of winding up a company in the Netherlands is different in each particular case.
Statistics about company liquidation in the Netherlands
If you wish to know more about company liquidation in the Netherlands, our team has gathered some interesting statistics from 2023 related to the subject:
- Approximately 147,500 companies were closed in the Netherlands;
- Approximately 3,300 businesses declared bankruptcy;
- The number of businesses closing in the healthcare sector was 21% higher than in 2022;
- There was a 15% increase compared to 2022 for closing a hospitality company in the Netherlands.
If you need other types of services for your business in the Netherlands, for example, VAT registration or obtaining an EORI number for your company, our team of lawyers can definitely help you. Companies are required to register for the value-added tax and there is no minimum registration threshold, as may be applicable in other countries. This means that, if a company offers goods and/or services that are subject to this tax, it will need to register on a mandatory basis. Our team can assist during this step.
Do not hesitate to contact our team for more information about winding up a company in the Netherlands.
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