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Selling or closing an empty bv

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

Do you own a Dutch bv (private limited company) that no longer has any business activities? Does this bv have no assets or debts, just a bank account? Then you may well have an ‘empty bv’. You still have costs for this bv, for example the accountant’s fee for drawing up your annual financial statement. And you need to file this financial statement every year. How do you end an empty bv?

1. Selling the empty bv

Perhaps you can sell your shares and make a bit of money. Your bank or accountant can help you with this. Before you can transfer the shares of an empty bv, you have to arrange these matters:

  • Draw up a financial statement, preferably with an audit report.
  • Make sure that the balance sheet is correct. The asset side will be empty, but the liabilities have to be clear.
  • If the balance in the financial statement is negative, someone will have to finance this loss. Usually the seller or major shareholder.
  • The buyer must not be faced with creditors after the sale. The bv truly has to be empty and not turn out to have a negative value.

Transfer shares of an empty bv

A civil-law notary can take care of the transfer of the shares. The civil-law notary:

  • Draws up the deed for the change in the articles of association, if the buyer has plans for different business activities than currently stated in your articles of association;
  • Reports the change to the Business Register;
  • Updates the Shareholders’ Register.

Value of an empty bv

An empty bv does not usually sell for a lot of money. You have to pay your accountant. The buyer has to pay for the transfer deed and the change in the articles of association. And there are costs for advice (notary, accountant, tax adviser). The buyer has to decide whether buying an empty bv is cheaper than setting up a new bv. If they choose to take over your empty bv, at least they will not have to pay for a deed of incorporation.

2. Ending the empty bv

If you cannot sell the empty bv, then dissolve it and end it. The shareholders can decide to do so. Read more about ending a bv.

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