Step-by-step plan: Ending your association (vereniging)
If you end your Dutch vereniging, you have to arrange various things. You must make an inventory of the assets and deregister the association from the KVK Business Register. Is your association a company? Then you must also settle your VAT and possibly your corporate income tax. Read here which steps you need to take when ending your association.
For which associations is this step-by-step plan useful?
This step-by-step plan is most useful for:
- Associations with full legal capacity
- Associations with limited legal capacity, that have articles of association
- Owners’ Associations (VvE), if the appartments are being demolished, or the division has been dissolved
During the General Meeting of Members (ALV), you jointly decide to end the association. This is called dissolution (ontbinding). Usually, the decision to dissolve can only be made by a large majority of the votes (usually two thirds). That means a minimum number of members must be present.
If you do not follow the agreements in the articles of association, the outcome of the vote is not valid.
If the members agree with the dissolution, you then check whether the association has any assets.
Does the association no longer have any assets? Then the association ceases to exist, immediately after the decision to dissolve has been made at the ALV.
You then complete and submit Form 17a: Reporting a dissolution of a legal entity. KVK will then deregister the association.
This fast way of dissolving and deregistering is called a fast-track liquidation (turbo liquidatie). KVK also has a help form you can use to provide extra information for a fast-track liquidation.
Does the association have assets? Then you must also complete and submit Form 17a: Reporting a dissolution of a legal entity immediately after the decision to dissolve has been made at the ALV.
On the form, you fill in the details about the liquidation (financial settlement), such as the names of the liquidators appointed by the board. KVK updates the Business Register to indicate that the association is in liquidation.
Transfer assets and pay off debts
The liquidators check the outstanding invoices and the money in the bank account. Then they draw up a final balance. The association must transfer the assets and pay the debts. Is there still an amount left? Then usually the articles of association specify that this must be spent on something that fits the purpose of the association.
Everything settled? Form 17b
Have the assets been settled? The liquidator then completes and submits Form 17b: Reporting the end of a legal entity after liquidation. KVK then deregisters the association from the Business Register.
Do you have to end the association due to debts? Then explore your options with the debt flowchart on KVK.nl. The flowchart provides tips for dealing with short-term and long-term debt.
Suspension of payment
For temporary debts, you can first apply for a suspension of payment. If the association has debts with the Netherlands Tax Administration, you must report that you are unable to pay (in Dutch).
File for bankruptcy
If any debts remain and cannot be paid, the association must file for bankruptcy.
If you end your association, you will need to cancel or change various arrangements. Key things to consider are:
Do you have lease agreements? For example for a delivery van or a lease car? Check the duration of the contract. Contact the leasing company (lessor) to find out what the options are.
After you have stopped, you remain liable for risks. So, make sure you handle everything properly. Sometimes the risk of claims arising after the association has ceased trading is covered under your business liability insurance. This is called run-off cover (uitlooprisico).
- phone numbers
- hosting website
- social media accounts
- subscriptions
- business bank account
If a car is registered to the association, the registration of the car needs to be transferred to another organisation or to a person.
After the debts of the association have been paid or the assets have been divided, you can deregister the association. Use Form 17b: Reporting the end of a legal entity after liquidation.
- complete and print the form
- sign it
- send the documents by post to KVK
Once KVK has processed the form, the association is deregistered. You will receive a confirmation of this. Deregistration is free of charge and can only be done by post.
After the dissolution of the association, you must keep your business records for at least 7 years. In some cases, for 10 years, depending on the type of information. You can read more information about this in the step-by-step plan for keeping business records.
You may scan the paper administration and store it digitally. The name of the keeper of the records is stated in the articles of association. Or they state that the members must appoint the records keeper. When the association is deregistered, you must register the keeper with KVK.
If your association makes a profit or strives for a profit, then you have a business. Then you should also follow these next steps.
If you have staff or volunteers, tell them first that you are going to close down your association. Your staff then has time to look for other work.
Also check which contracts or agreements the association has with customers and suppliers. Only then let your customers and suppliers know that you are closing down. Read more about informing your customers on KVK.nl.
Do you employ staff or volunteers? Then there are rules you must follow when dismissing staff:
- record agreements in a social plan, such as a transition payment and assistance in finding new work.
- report the dismissal to the Tax Administration. What you need to report is stated in Stap 17 einde van inhoudingsplicht of dienstbetrekking (Step 17 end of withholding obligation or employment) of the Payroll Taxes Handbook (pdf in Dutch).
If your association has been deregistered, you will receive a letter from the Tax Administration stating that you must submit a final VAT return. Have you submitted your latest VAT return? You will receive a final confirmation from the Tax Administration that you have been deregistered as an entrepreneur for VAT purposes.
The Tax Administration will send you a letter confirming the deregistration from the Business Register. And announcing that you have to settle your tax affairs. This is called tax settlement (fiscaal afrekenen). You must file a last corporate income tax return.