Running the company: bank, changes, exit
Turbo Liquidation and Dissolving a Dutch BV
For foreign owners, groups and their advisers.
The BV ends on the date its shareholders choose, with the 14-day filing, the creditor notice and the final returns ready for your own director to sign and file.
- Filing within 14 days of dissolution, art. 2:19b BW
- KVK charge: EUR 0 in 2026
- No assets on the dissolution date; debts may remain
- A paper route without DigiD
The assets test decides the route
With no assets (baten) on the dissolution date, a BV ends at once (art. 2:19 lid 4 BW); with any asset, it survives in liquidatie for the winding up (art. 2:19 lid 5 BW). Debts may remain (KVK). A BV that should carry on under another owner needs corporate changes in a Dutch company, not a dissolution.
Assets that close the turbo route, as the KVK lists them, with the group items:
- A bank balance, however small, in the account held since opening a corporate account for a Dutch BV
- Stock, equipment or property
- A receivable from a customer
- A receivable from another company in the group
- A VAT or corporate income tax refund still to come
- A deposit that comes back after a lease
- An amount due on cancelling a contract
- Shares in a subsidiary that still exists
- Blocker: a pension or annuity obligation on the balance sheet (Belastingdienst)
- Blocker: debts beyond the assets, where the bankruptcy duty applies and this service stops
The Belastingdienst's own condition is no activities and no assets. Using the turbo route with assets left is, in the KVK's words, a criminal offence.
- Do debts exceed the assets of the BV?Bankruptcy duty applies, outside this service (art. 2:23a lid 4 BW)Continue to the next question
- Is there a pension or annuity obligation on the balance sheet?Closure is blockedContinue to the next question
- Does a subsidiary still exist?Close the subsidiary firstContinue to the next question
- Is there any asset on the dissolution date?Clear it first, or wind up in an ordinary liquidation (in liquidatie, art. 2:19 lid 5 BW)Turbo liquidation: the BV ends at once (art. 2:19 lid 4 BW), then the 14-day filing (art. 2:19b BW)
What's included
We prepare every document of the closure. Your director signs and files.
The routing test
A review of the BV on the intended dissolution date: every asset, every blocker, every debt. The result is the conditions of each route, never a recommendation.
Group pre-clearance schedules
The intercompany balances to settle or waive, the payouts to time and the dividend-tax declaration to file. The tax effect of a waiver stays with your tax adviser.
The turbo liquidation pack
The written shareholder resolution, the balance sheet and profit and loss statement for the year of dissolution, the written explanation and any earlier unfiled accounts.
The 14-day filing and the creditor notice
The filing pack your director submits within 14 days of the dissolution, and the written notice the board sends the creditors straight after it.
The ordinary liquidation pack
Where assets remain: the resolution naming the liquidators, the one-week KVK report, the statement of accounts and distribution plan, and the deregistration forms.
The tax close
The final VAT and corporate income tax returns with the closing balance sheet (slotbalans), prepared for you to file.
Custody of the records
The custodian's name and address for the register within 8 days, and the books held for 7 years after the BV ends.
Your own director signs the resolution, files at the KVK and tells the creditors. We act as no liquidator, director, custodian of the books or attorney-in-fact, and a BV whose debts exceed its assets (art. 2:23a lid 4 BW) is outside this service.
How a turbo liquidation works, step by step
The BV ends on the dissolution date. The KVK then removes the UBO entries and informs the Belastingdienst (KVK).
Routing test
(you, with our review). Assets, blockers and debts on the intended dissolution date, checked against the KVK's list. No official time is published.
Group pre-clearance
(your group and its tax adviser; we prepare the schedules). Balances settled or waived, payouts timed and declared within one month, each payout tested against art. 2:216 lid 3 BW, bank statements downloaded.
Written shareholder resolution
(the shareholders; for a foreign parent, its authorised signatory). It fixes the dissolution date, today or later and never backdated, and names the custodian of the books. One sitting.
Accounts and explanation
(our bookkeeping; the board signs). Balance sheet, profit and loss statement, a written explanation of why no assets remain and why creditors went unpaid, earlier unfiled accounts. Before the deadline.
KVK filing
(a director who is a natural person). Online with DigiD or a European eID, or Form 17A and the fast-track help form by post (business.gov.nl). Within 14 days, counted from the resolution; online within a few days, by post at least 10.
Notice to creditors
(the board). In writing, immediately after the filing is made (art. 2:19b lid 2 BW). Every creditor learns of the filing from the board itself.
Tax close
(we prepare, you file). Final VAT and corporate income tax returns with the slotbalans, then a provisional assessment for the year of cessation, as set out in the corporate income tax return guide. On the Belastingdienst's letters.
Custody
(the custodian). Name and address to the register within 8 days (art. 2:24 lid 3 BW); the books kept 7 years, under company law and art. 52 AWR.
Set by law Indication only
- Routing testYou, with our reviewNo official time is published
- Group pre-clearanceYour group and its tax adviserDeclaration within one month of a payout
- Written shareholder resolutionThe shareholdersNever backdated
- Accounts and explanationBoard signsBefore the deadline
- KVK filingA director who is a natural personWithin 14 days, counted from the resolutionOnline: a few days; post: at least 10 days
- Notice to creditorsThe boardImmediately after filing (art. 2:19b lid 2 BW)
- Tax closeWe prepare, you fileOn the Belastingdienst's letters
- Custody of recordsThe custodian8 days to register; 7 years (art. 2:24 BW)
Not sure the BV is free of assets on the date you have in mind?
Send us the last balance sheet and the date. We run the assets test before the resolution is drafted.
When assets remain: the ordinary liquidation
The directors become the liquidators unless others are appointed (art. 2:23 lid 1 BW), with a director's powers, duties and liability. The KVK estimates a few months in total.
The ordinary liquidation of a Dutch BV, step by step, from Book 2 BW, the Hrw 2007, the Wet DB 1965 and the KVK, as at 2026.
| Step | Who acts | Timing | Source |
|---|---|---|---|
| Resolution to dissolve, naming the liquidators if they are not the directors | Shareholders | One sitting | Art. 2:19 lid 1 sub a and art. 2:23 lid 1 BW |
| Report the dissolution and the liquidators (Form 17A by post); the name carries in liquidatie | Liquidator | Within one week | Art. 20 Hrw 2007; art. 2:19 lid 5 BW |
| Wind up: collect, sell, pay the creditors; file for bankruptcy if the debts will exceed the assets | Liquidators | No official time is published | Art. 2:23a BW |
| Deposit the statement of accounts and the distribution plan, announced in a newspaper | Liquidators | 2 months open for inspection | Art. 2:23b lid 4 BW |
| Distribute; dividend tax withheld above the average paid-up capital unless exempt | Liquidators | After the inspection period | Art. 3 and art. 5 Wet DB 1965; Wet bronbelasting 2021 |
| End and deregistration (Form 17B by post), then the tax close and custody as on the turbo route | Liquidators, custodian | A few months in total, by the KVK's estimate | KVK; art. 2:24 BW |
Documents you will need
What the filing and the returns are built from. The KVK's English pages on ending a BV name no apostille or sworn translation.
- The signed written resolution, with the dissolution date and the custodian
- The bookkeeping of the current and the previous financial year
- On the ordinary route: the statement of accounts and the distribution plan
- Any earlier annual accounts still unfiled
- The custodian's name and address
- DigiD or a European eID, for a director who is a natural person
- Without either: Form 17A and the fast-track help form, sent by post
- All bank statements, downloaded before deregistration ends access to the account (business.gov.nl)
- For a group: the parent's details for the declaration, and the intercompany balances
Dutch deadlines, filings and state charges
What the state charges and what the law times. You pay for the accounts, the filings, the returns and, on the ordinary route, the notice; our fee is on request.
Deadlines, filings and state charges when a Dutch BV is closed, from Book 2 BW, the Staatsblad, the Hrw 2007, the AWR and the KVK, as at 2026.
| Requirement | Value | Source |
|---|---|---|
| Filing after a turbo liquidation | Within 14 days after the dissolution; we count from the resolution | Art. 2:19b lid 1 BW |
| Deregistering at the KVK, either route | EUR 0 (2026) | KVK; no tariff in the Financiële regeling handelsregister 2019 |
| Transparency act in force | 15 November 2023 | Stb. 2023, 244 |
| Lapse of arts. 2:19b and 2:19c BW | 15 November 2027, after the maximum two-year postponement; a permanent bill was announced | Stb. 2025, 215 |
| Directorship ban | Up to 5 years | KVK |
| Books kept after the company ends | 7 years | Art. 2:24 lid 1 BW; art. 52 AWR |
| Custodian's name and address to the register | Within 8 days | Art. 2:24 lid 3 BW |
| Report of the dissolution and the liquidators, ordinary route | Within one week | Art. 20 Hrw 2007 |
| Inspection period, ordinary route | 2 months | Art. 2:23b lid 4 BW |
| Newspaper notice, ordinary route | Priced by the publisher; no figure is published | Art. 2:23b BW |
Closing the Dutch BV of a group
Ending a group's BV is a structuring event. These are the conditions the statutes set; the decision is made with your tax adviser.
The payout to the shareholder
What is paid out on liquidation above the average paid-up capital is a dividend, taxed at 15 percent (art. 3 lid 1 sub b and art. 5 Wet DB 1965). The parent exemption needs a declaration within one month of the payout.
The conditional withholding tax
The same base counts as a dividend for an affiliated recipient in a low-tax state or an abusive structure, taxed at the top corporate income tax rate, 25.8% in 2026. The guide on when a Dutch payment to a low-tax jurisdiction is taxed at source sets out the conditions.
The Dutch parent's loss
Deductible only as a liquidation loss (liquidatieverlies) once the subsidiary is dissolved and wound up, capped at EUR 5,000,000 without five years' control of a Dutch, EU or EEA body (art. 13d Wet Vpb). More on the participation exemption page.
Fiscal unity
A fiscale eenheid (fiscal unity) ends when its conditions are no longer met (art. 15 lid 10 sub a Wet Vpb). Notification and the effects on a VAT group are for your tax adviser.
The order of closure
The operating company first, the holding last (KVK). Until the subsidiary has ended, its shares and any intercompany receivable are assets of the holding.
Problems we solve
- "The BV still owes money"
Debts do not bar the turbo route; only assets do. The filing explains why the creditors went unpaid, and the board tells them in writing.
- "Which day starts the 14 days?"
The statute and business.gov.nl count from the dissolution; the KVK's FAQ counts from the resolution. Where the two dates differ, we work to the earlier one, the resolution.
- "A regime with an end date"
The 2023 duties apply now. Arts. 2:19b and 2:19c BW lapse on 15 November 2027 unless made permanent (Stb. 2025, 215); every filing is prepared to them.
- "Our director has no DigiD"
A director abroad without DigiD or a European eID files on paper: Form 17A and the fast-track help form by post, at least 10 days at the KVK.
- "What if it goes wrong?"
The KVK cites a directorship ban of up to 5 years and an economic offence for a late or incomplete filing; a payout that left debts unpaid creates liability. We prepare the filing and the explanation on time; no outcome is promised.
Closing the Dutch BV of a group?
Send us the group chart. We set out the order of closure, the payout and the parent's loss before the resolution is drafted.
Why work with us
Floris Hendriks, Formation and corporate changes lead, Amsterdam. Dutch, English, German.
From our practice: a group closure starts from the KVK's list of assets: intercompany balances, tax refunds, subsidiary shares. Only when that list is empty is the resolution drafted. The filing then goes to your director, the creditor notice to the board, the returns to you for the Belastingdienst.
Frequently Asked Questions
Can a BV with debts still use a turbo liquidation?
Yes, provided it has no assets on the dissolution date: the KVK states that debts may remain. The board then explains in the 14-day filing why the creditors went unpaid, and tells them in writing immediately after filing (art. 2:19b BW). Only assets bar the route, not debts.
What counts as an asset that blocks the turbo route, for a group subsidiary?
Any bank balance, stock, a customer receivable, a refundable deposit, a VAT or corporate income tax refund, a receivable from another group company, and shares in a subsidiary that still exists. Each is dealt with before the resolution, or the BV takes the ordinary liquidation. The tax effect of waiving a group receivable is for your tax adviser.
Does the 14-day deadline run from the resolution or from the dissolution date?
Art. 2:19b lid 1 BW and business.gov.nl count the 14 days from the dissolution; the KVK's FAQ counts them from the dissolution resolution. The two differ only when the resolution sets a later dissolution date. We count from the resolution, the earlier of the two, so the filing is on time on either reading.
Can a director be banned or held liable after a turbo liquidation?
Yes. On the public prosecutor's request, the district court may impose a directorship ban (art. 2:19c BW), up to 5 years by the KVK's statement, former directors included. Separately, a payout that left debts unpaid makes the directors who knew or should reasonably have foreseen it jointly and severally liable (art. 2:216 lid 3 BW).
Can a closed BV be reopened if a creditor or an asset turns up later?
Yes. On the request of an interested party, the district court may reopen the liquidation and, where needed, appoint a liquidator (art. 2:23c lid 1 BW). The KVK adds that creditors can also apply for the bankruptcy of the ended company. A turbo liquidation closes the BV, not every question about it.
Is the 2023 transparency regime permanent?
Not yet. Arts. 2:19b and 2:19c BW came into force on 15 November 2023 (Stb. 2023, 244). Their lapse was postponed once, by the maximum two years, to 15 November 2027 (Stb. 2025, 215), and the minister announced a bill to make them permanent. The duties apply now, and every filing is prepared to them.
Can a director outside the EU file without DigiD?
Yes, on paper. The director sends Form 17A with the fast-track help form by post, which the KVK says takes at least 10 days, so the pack goes early in the 14-day window. Filing online needs DigiD or a European eID and must be done by a director who is a natural person.
Is a liquidation payout to a foreign parent subject to Dutch dividend tax?
Above the average paid-up capital on the shares it is a dividend, taxed at 15 percent (art. 3 lid 1 sub b and art. 5 Wet DB 1965), unless the parent exemption applies, which needs a declaration within one month of the payout. An affiliated parent in a low-tax state may meet the conditional withholding tax, at 25.8% in 2026.
Can a Dutch parent deduct the loss on its liquidated subsidiary?
Only as a liquidation loss (liquidatieverlies), once the subsidiary is dissolved and wound up. The loss is capped at EUR 5,000,000 unless control of a Dutch, EU or EEA body was held for five years, and it is taken when the liquidation is completed, at the latest in the third calendar year after cessation (art. 13d Wet Vpb).
How do I close a holding and its subsidiary in the right order?
The operating company first, the holding last: that is the KVK's order. Until the subsidiary has ended, its shares are an asset of the holding, and any asset rules out the turbo route. The same holds for a receivable the holding still has on the subsidiary, which is dealt with before either resolution.
Who pays for liquidation, and what does the state charge?
Deregistering at the KVK costs EUR 0 in 2026, and the Financiële regeling handelsregister 2019 lists no tariff for a dissolution. The costs lie in the accounts, the filings, the tax returns and, on the ordinary route, the newspaper notice, which the publisher prices. Our own fee is quoted on request.
What is the difference between dissolution and liquidation?
Dissolution (ontbinding) is the shareholders' decision to end the BV (art. 2:19 lid 1 sub a BW). Winding up (vereffening, liquidation) follows only if assets remain, and the BV carries in liquidatie after its name until it is complete. With no assets on the dissolution date, the BV ends at once (art. 2:19 lid 4 BW).
What happens to the director of a dissolved company?
On the ordinary route the directors become the liquidators unless others are appointed (art. 2:23 lid 1 BW). A liquidator has a director's powers, duties and liability, including the duty to file for bankruptcy where the debts will exceed the assets. After a turbo liquidation, the board carries the 14-day filing and the creditor notice.
How long does an ordinary liquidation take?
The KVK estimates a few months in total. Two points are fixed by law: the dissolution and the liquidators are reported to the register within one week (art. 20 Hrw 2007), and the statement of accounts and the distribution plan lie open for inspection for 2 months (art. 2:23b lid 4 BW). The rest depends on the winding up.
How to close a company in the Netherlands?
The shareholders adopt a written resolution fixing the dissolution date. With no assets the BV ends at once; the director files within 14 days and tells the creditors in writing. With assets it is wound up first and ends when that is complete. The final tax returns and 7 years of record keeping follow on either route.
Tell us the date you want the BV to end
Send us the BV's name, its last balance sheet and the date. Our reply sets out the route, the documents and who signs what.