Liquidation of a BV company has recently been a hot topic. Covid19 made some internationals aware that they are needed elsewhere, hence terminate their Dutch business. How does it work?
Liquidation BV company
A BV company is a formal vehicle, hence the liquidation procedure is formal as well. There are two methods of liquidation, the turbo liquidation or regular liquidation.
Regular liquidation procedure
The meeting of shareholders has decided that the company will be liquidated. A person in charge of this liquidation is appointed. The keeper of the books is appointed, as the tax office can still do an audit after the vehicle is liquidated.
In the event the company has a positive result or there are assets still in the company, the BV announces its liquidation with the Chamber of Commerce. At the same time a publication is made to inform possible debt collectors that the company is going to be closed. If nobody made a claim for an unpaid debt or outstanding invoice in a two months period the liquidation can finalized. When claims are being made, these need to be addressed before the liquidation can continue.
Turbo liquidation procedure
The turbo liquidation procedure starts with the same shareholders meeting. Often the situation is that there is one shareholder and the only debt or receivable is with this shareholder. Then the liquidation procedure with the Chambers of Commerce can be finalized instantly, no publication required.
Liquidation – no loose ends
A loose end is the tax office and you do not want a liquidation with loose ends. The year following the year the BV company has been liquidated, the corporate income tax return needs to be filed. And, although no a requirement, it is good to publish the final annual report with the chambers of commerce.
The director of the company is personally liable for the corporate income tax obligation. This means that a liquidation does not imply you have no more obligations. A tax return is still to be filed.
Value Added Tax
We also suggest to keep an eye on the Value Added Tax obligation, as that obligation does not instantly stop. It is true when you have no more BV company, there is no more VAT to be filed. But the tax office has a different opinion. If you do not file the VAT return issued, you still get a fine for not filing in time. Even when you are asked to file a VAT return after the BV was terminated.
Tax is exciting
We think tax is exciting. A liquidation, of a BV company, we think is exciting as well. We offer for EUR 100 excluding VAT such a liquidation. In addition to the liquidation a corporate income tax return, annual report and some bookkeeping needs to be done. That is not included in the fee, obviously. Feel free to contact us for a clean liquidation.