Good to know
The abbreviation cv stands for the Dutch legal structure commanditaire vennootschap. In English, this is called a limited partnership.
1. Check the agreements with your partners
Have you and your partners made oral or written agreements? 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).
Arrangements about disputes
The partnership agreement often states how you deal with disputes between you and your partners. If you have not made any agreements with your partners on this, you can still do so. For example, by asking for advice from an expert, such as an accountant.
2. Dissolving the cv
In order to cancel your partnership, you must dissolve it. 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.
Dissolving a cv with outstanding debts
Are you forced to end your commercial partnership 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).
3. Check the financial consequences
When you end your limited partnership, you and your partners draw up a final balance (or have it drawn up). This is a final overview of the assets of your cv. The capital must be settled (vereffening) and divided.
Also pay attention to the following points:
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. If you need to dismiss staff, you must apply for a dismissal permit. You must also lay down agreements in a social plan, such as a transition payment and job counseling. Also notify the Dutch tax authorities of the dismissal.
6. Deregister your limited partnership from the Business Register
Deregister your cv from the Dutch Business Register. To deregister your limited partnership, you must first dissolve it (see step 2). The Netherlands Chamber of Commerce KVK informs the Dutch Tax and Customs Administration about the termination. You will receive a letter from the Dutch tax authorities about the consequences for income tax and VAT. Do you want to apply for a benefit? Do this before deregistering (see step 3).
7. Submit your final VAT return
After the Dutch Tax and Customs 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.
8. Pay income tax
The Dutch Tax and Customs 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.
Dealing with silent / limited partners
In addition to one or more managing partners, a cv also has one or more silent partners. The income of these silent partners is taxed as 'profit from business'. They are also eligible for investment schemes, arbitrary depreciation and investment allowance. Silent partners are not entitled to other entrepreneurial schemes. Read more about taxes for silent partners (in Dutch) on Belastingdienst.nl.
9. Check what to cancel
Make sure you cancel contracts and insurance policies of your cv. For instance:
- business insurance
- phone numbers
- domain name
Canceling your business bank account
Before you close your business bank account, take care of the following:
- Download all bank statements and/or the annual financial statement.
- Stop current debit agreements and periodic transfers.
- Cancel linked credit cards and insurance.
- Do you have a G-account? Contact the Dutch tax authorities to cancel it.
Ask your bank about the procedure for canceling a business bank account.
10. Keep your records
After ending your limited partnership, you must keep business records for at least 7 years. You may also scan the records to keep them digitally.