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Ending your limited partnership (cv)

This information is provided by:Netherlands Chamber of Commerce, KVKNetherlands Chamber of Commerce, KVKNederlandse versie

If you decide to end your cv (limited partnership), all partners must give notice. You must notify the Netherlands Chamber of Commerce KVK. First, you must dissolve the partnership. You will also have to settle with the NetherlandsTax Administration. And your administration needs to be in order. Read this checklist to find out how to end your limited partnership.

1. Check the agreements with your partners

Have you and your partners made oral or a written partnership agreement? If you have a partnership agreement, this includes agreements on the distribution of profits and liability for losses and debts when the cv is dissolved. Partners will need to pay part of the debts and may get their share back in cash or in kind (such as products).

2. Check the financial consequences

When you end your general partnership, you and your partners draw up a final balance sheet. This is a final overview of the assets of your cv. The capital must be settled (vereffening) and divided.

Pay attention to the following points:

3. See if you are eligible for benefits

If you were born before 1960 and you own a business which is no longer viable, you can apply for a benefit via the Decree on Social Assistance to the Self-Employed (Besluit bijstandverlening zelfstandigen, Bbz). With the help of the Bbz you can receive benefits in addition to your income up to the level of a social welfare benefit. Please note: you must have spent at least 1225 hours per year on your cv. If you were born after 1960, the benefit applies until the limited partnership ends. You can apply for the Bbz benefit at the social services of the municipality where you live.

Are you aged between 55 and the state pension age? 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 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.

4. Inform your staff and customers

Do you have staff? Tell them in time that you are going to end your business. This way your staff can look for different work in the meantime. Also check which contracts or agreements you have with customers and suppliers. Do this before you tell them you are ending your business.

5. Dismissing staff

There are rules that you must adhere to if you employ staff. When dismissing staff, you need to apply for a dismissal permit (ontslagvergunning) for economic reasons. In a social plan, you should lay down agreements, such as a transition payment and help in finding new work. You will also have to inform the Tax Administration of the dismissal. Step 17 of the Payroll Taxes Manual (Handboek Loonheffingen, pdf, in Dutch) describes what you have to report.

6. Dissolving the cv

In order to end and deregister your partnership, you must first dissolve it. All partners must then give notice. There is no notice period. It is wise, however, to lay down the conditions of the dissolution in a contract and to have it signed by all partners. Report the dissolution of your cv to KVK with form 17a 'Dissolving a vof, cv, or maatschap.

Dissolution through a court

If the partners do not agree about dissolving the cv, you can apply to the court to have the cv dissolved. This can only be done for important reasons such as disturbed relationships and non-performance of a partner.

Dissolving a cv with outstanding debts

Are you forced to end your cv because your company is in debt? Investigate what your options are with the Debt Flowchart on KVK.nl. The flowchart gives you tips on how to get rid of short-term and long-term debts. For temporary debts, you can first apply for a suspension of payment. Do any debts remain? Then you must file for bankruptcy.

7. Deregister your limited partnership from the Business Register

Deregister your cv from the Dutch Business Register. To deregister your cv, you must first dissolve it (see step 6). The Netherlands Chamber of Commerce KVK informs the Tax Administration about the termination. You will receive a letter from the Tax Administration about the consequences for income tax and VAT. Do you want to apply for a benefit? Do this before deregistering (see step 3).

8. Submit your final VAT return

After the Tax Administration has been informed that your limited partnership has been deregistered, all partners will receive a letter stating that you must submit a final VAT return. Only once you have filed your last VAT return will the Tax Administration send you final confirmation of deregistration as a VAT entrepreneur.

Also file a VAT return even if your cv is not yet deregistered

Deregistration may take a while. In the meantime, have you received a message from the Tax Administration that you may have to file a VAT return? If so, you still have to file this return.

9. Pay income tax

The Tax Administration will send you a letter confirming the deregistration from the Business Register and the tax settlement. Each partner must file a final income tax return.

10. Keep your records

After ending your general partnership, you must keep business records for at least 7 years. In some cases, the retention obligation is 10 years. This depends on the type of data. Read more information on this (in Dutch). You may also scan the records to keep them digitally.

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