Step-by-step plan: Ending your private limited company (BV)
If you decide to end your private limited company (BV), you must take care of several matters. First, you must dissolve the company. You also have to settle your corporate income tax. And deregister your BV from the Business Register at KVK. Read this checklist to find out how to end your private limited company.
Does the BV have more than 1 shareholder? Check which agreements are in place. You may have concluded a written shareholder’s agreement. Agreements may also be written down in the articles of association. Check the agreements on the distribution of profit and who is liable for losses and debts when ending the BV.
Start by preparing a final balance or have this done by a bookkeeper or accountant. A final balance is a final statement of your BV's assets. The assets must be liquidated (financially settled) and divided.
Pay attention to the following points:
Your BV can no longer have any assets, such as stock or machines. Divide the assets that your private limited company has left, such as:
- money in the bank account
- stock
- cars and machines
- intellectual property rights
If there is any money left in the bank account after the dissolution and liquidation of the BV, it will in principle go to the shareholders. Unless there is a different agreement in the articles of association.
Deal with debtors
Debtors are customers who have not yet paid your invoice. First send a payment reminder. Does the customer still not pay? Then follow the step-by-step plan to get your customer to pay.
Do you have a vehicle registered in the name of your private limited company? Do not forget to transfer the registration number to your own name when you deregister your BV.
Does your private limited company have loans? Check what the payment terms are. If you cannot fulfil your obligations, then contact the financier and try to find a solution.
Does your BV have lease agreements? For example, for a delivery van or a machine? Check how long the contract has to run. Contact the leasing company (lessor) to find out what the options are.
After you have ended the company, you remain liable for risks. For example, you still have to pay off your debts. So, make sure you arrange everything properly. Some insurers allow you to include discontinuation risks in a business liability insurance policy. This is called run-off cover.
Make sure you cancel all contracts and insurance policies in the name of the BV, for example:
- lease agreements
- phone numbers
- domain name
- subscriptions
You can apply for a benefit via the Decree on Social Assistance to the Self-Employed (Besluit bijstandverlening zelfstandigen, BBZ). With the BBZ you receive benefits in addition to your income up to the level of a social welfare benefit. To qualify for BBZ you must meet 2 conditions:
- you must have spent at least 1,225 hours per year working for your BV
- you cannot quit your business immediately, but are forced to do so soon
You can apply for the BBZ benefit at the social services of the municipality where you live. Are you not sure if you are entitled to the benefit? Do the BBZ check (in Dutch).
Then the BBZ benefit applies until the limited partnership ends. You can apply for the BBZ benefit at the social services of the municipality where you live.
Then you may be eligible for the Older and Partially Disabled Self-Employed Income Support (IOAZ). With the IOAZ benefit, your income will be supplemented up to the social welfare level. You must be able to demonstrate that you have too little income to live on. Apply for the IOAZ benefit at the municipality where you live.
If so, you may be entitled to social assistance benefits. However, there are conditions attached to this. For example, you must not have too many assets. Apply for a social assistance benefit from the social services department of your municipality of residence.
Do you have staff? If so, you will have to deal with rules on dismissal. If you need to dismiss staff, you must apply to UWV for a dismissal permit. You can lay down agreements in a social plan. For example, about a transition payment and help in finding new work.
Does the collective labour agreement stipulate a social plan in the event of dismissal? If so, you must make and follow this plan. You should also inform the Tax Administration of the dismissal. That way, the Tax Administration knows that you no longer have to withhold payroll tax and file a tax return for your staff. The Handboek Loonheffingen (in Dutch) tells you what to report in ‘Step 17’.
Do you have staff? Tell them in time that you are going to end your business. This way, your staff can start looking for a job elsewhere. Also check which contracts or agreements you have with customers and suppliers. Do this before you tell them you are ending your business.
To end your BV, you must dissolve it. This is also known as liquidation. The General Meeting of Shareholders takes a formal decision on dissolving the BV. If there are multiple shareholders, the articles of association will outline what majority of votes will be needed for this decision. Once the shareholders agree, you can decide on the official termination date. You may also choose a date in the future for dissolving your BV.
The process then depends on the following 2 situations: either your BV has assets, or your BV has no assets. In both cases, KVK notifies the Tax Administration that your BV has been ended. You will receive a letter from the Tax Administration about the consequences for corporate tax and VAT (see steps 7 and 8). Do you want to apply for a benefit? Then wait a little longer before deregistering (see step 3).
Does your private limited company have no assets? Then you can opt for a so-called turbo liquidation, also known as fast-track liquidation. This is a quick way to end your BV. You can deregister online or by filling out a form and sending it by post.
Deregister online:
1. Log into My KVK on the KVK website. You need a DigiD for this. View your BV's details and start the online dissolution process. Please note: the online dissolution form is only available in Dutch.
2. Fill in the online form and upload the following documents: the balance sheet, the statement of income and expenditure, and the dissolution notice. Do you not yet have the dissolution notice? You have a legal obligation to send it within 14 days of the dissolution date.
3. After filling out the form and uploading the documents, you sign the form online.
4. If everything is correct, KVK will deregister your BV from the Business Register.
If you do not have a DigiD or do not speak Dutch well enough, you can also fill in KVK Form 17a: Reporting a dissolution of a legal entity. You must also give insight into the legal entity’s financial position. Use the help form Provide extra information for a fast-track liquidation to gather the right information and documents. Send both forms, and the necessary attachments, to KVK by post.
Fast-track liquidation is not without risk. A creditor can demand payment through the courts (liquidation) if it turns out afterwards that there are still assets. As a result, the board may become personally liable, because the legal entity has been dissolved. Companies must be able to clearly demonstrate that a fast-track liquidation was necessary.
Does your BV have assets? Then you take the following steps:
1. Complete Form 17a: Reporting a dissolution of legal entity from KVK.
2. The BV goes into liquidation. This means that the assets of the BV must be liquidated (divided).
3. Appoint a liquidator to survey and distribute the assets.
4. The liquidator files the accounts with KVK. If several members are entitled to the assets of the BV, a plan for distribution must also be filed.
5. The liquidator will announce via an advertisement in a newspaper where and until when the deposited documents can be viewed.
6. If the liquidation is concluded and there are no objections, complete Form 17b: Reporting the end of a legal entity after liquidation.
7. Send forms 17a and 17b by post to KVK.
8. After receipt and approval, KVK will deregister the BV from the Business Register.
Dissolving a BV with outstanding debts
Are you forced to end your private limited company because your company is in debt? Investigate whether you qualify for debt restructuring. For temporary debts, you can first request a postponement (suspension of payment). Do you expect payment problems for taxes and contributions? Notify (in Dutch) the Tax Administration of your inability to pay. If you are still unable to pay off your debts, you must file for bankruptcy.
After the Tax Administration has been informed that your private limited company has been deregistered, you will receive a letter stating that you must submit a final VAT return. Only after you have submitted this final return will the Tax Administration send you written confirmation of your deregistration as an entrepreneur for VAT purposes.
File a tax return even if you have not yet deregistered
Deregistration sometimes takes a while. In the meantime, have you received a message from the Tax Administration that you have to file a VAT return? Make sure to file this return.
The Tax Administration will send you a letter confirming the deregistration from the Business Register and the tax settlement. You must submit a final corporate income tax return.
Premises on the balance sheet
A purchased business property is usually part of your business accounts. You will have tax benefits. And you can use the surplus value as working capital for your business. The moment you stop doing business, however, you run the risk of having to settle with the Tax Administration over the increase in the value of the property. On the KVK website you can read what to look out for when your premises is on the balance sheet.
After ending your BV, you must keep business records for at least 7 years. In some cases, you need to keep them for 10 years. This depends on the type of records. You can find more information on the Tax Administration website (in Dutch). You may also scan the records to keep them digitally. You must appoint a keeper of the books and records. You do so during the General Meeting of Shareholders. Usually, the liquidator is appointed keeper. When deregistering the BV, you (or a representative) register the appointed keeper of the records with the Business Register.