Good to know
The abbreviation bv stands for the Dutch legal structure besloten vennootschap. In English, this is called a private limited company.
1. Check the agreements with shareholders
Does the bv have more than 1 shareholder? Find out which agreements are in place. You may have concluded an oral agreement, or 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.
2. Dissolving the bv
To cancel your bv, you must dissolve it. Notify the Netherlands Chamber of Commerce via this form. This is also known as liquidation. The General Meeting of Shareholders takes a formal decision on dissolving the bv. Once all shareholders agree, you can decide on the official termination date. You may also choose a date in the future for dissolving your bv.
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). If you are still unable to pay off your debts, you must file for bankruptcy.
Dissolving the bv via fast-track liquidation
If there are no assets or capital left in your bv, fast-track liquidation is a quick way to dissolve your company. You only need a binding decision to dissolve the bv from the General Meeting of Shareholders. This decision dissolves the legal entity (the bv) with immediate effect. Fast-track liquidation is not without risks. A creditor can demand payment through court if it turns out afterwards that there are outstanding debts. As a result, shareholders are now personally liable, because the legal entity has been dissolved.
3. Check the financial consequences
When you end your private limited company, you and your partners draw up a final balance (or have it drawn up). This is a final overview of the assets of your bv. The capital must be settled (vereffening) and divided.
Also pay attention to the following points:
Transfer the vehicle registration number to your own name
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 company. Read what you must do.
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 start looking for different work. 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. The (Dutch only) Handboek Loonheffingen
tells you what to report in ‘Stap 17’.
6. Deregister your limited company from the Business Register
Deregister your bv from the Dutch Business Register. To deregister your limited company, 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 corporate income tax and VAT. Do you want to apply for a benefit? Do this before deregistering (see step 3).
Consequences of deregistration
Deregistering your business may affect your bank account, financing, insurance, pension fund, or municipal permits. For example, if you are deregistered from KVK, you can no longer access your business bank account. This can then only be accessed by applying to the court. This costs time and money. So before you deregister from KVK, consider what you need and what it could mean for you.
7. Submit your final VAT return
After the Dutch Tax and Customs 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 entrepreneur for VAT purposes.
8. Pay corporate income tax (vpb)
The Dutch Tax and Customs 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.
Taxes for director/major shareholders (dga’s)
If you are a director/major shareholder (directeur-grootaandeelhouders or dga) of the bv and you receive an income from it, the same tax rules apply to you as to other employees. You pay income tax on your income.
9. Check what to cancel
Make sure you cancel contracts and insurance policies of your bv. 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. 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 Dutch Business Register.
Check if your annual accounts have been adopted and published
Have you adopted and published all your annual accounts? Once a financial year has ended, you are legally obliged to file annual accounts with the Netherlands Chamber of Commerce and to publish them. If you fail to do so, you risk a fine. You are also personally liable in the event of bankruptcy. Note: If you are unable to draw up and file annual accounts over the year in which you ended your company, for instance, because you were in a bankruptcy procedure, you may claim an exemption from filing them.