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Establishing a B.V. is a piece of cake, compared to the Unwinding of a B.V.

‘New’ B.V.

Multiple websites advertise with the promise that they can set up a private company (B.V.) within 24 hours. One can doubt whether this is done carefully, but since the introduction of the flex B.V. the establishment of a private B.V. has indeed become very simple. In the past, it was quite customary to purchase an ’empty’ B.V.’ off the shelf, but nowadays it is easier to set up a fresh B.V.mThe big advantage of a brand new B.V. is of course that this is not burdened with a financial past one does not know about. This makes it relatively easy for risk-bearing companies to be placed in a legal entity. In principle, liabilities are limited within the B.V..

Well considered, a B.V. is not much more or less than a bundle of rights and obligations. Once established, a B.V. fills itself with these rights and obligations

What not many people seem to realize is that having a B.V. also entails many ongoing obligations. For example, annual accounts will have to be published annually and various declarations will have to be made annually to the Tax Authorities. If that does not happen, it has potentially great personal consequences for the director. How does one get rid of such a millstone?

‘Old’ redundant B.V.

As simple as the establishment of a B.V. is, its unwinding is much more complicated. All rights and obligations within the B.V. will have to be settled.

Dutch law uses different terms that seem to contain the end of a B.V., but each term has a different meaning. For example, the Act refers to dissolution (2:19 paragraph 1 Dutch Civil Code), termination (2:19 paragraph 4.5 Dutch Civil Code), bankruptcy (2:19 paragraph 1 c Dutch Civil Code), termination (bankruptcy) (2:19 paragraph 1 c Dutch Civil Code) ), insolvent (2:19 paragraph 1 c Dutch Civil Code) ceases to exist (2:19 paragraph 4, 5 Dutch Civil Code) continues to be settled (2:19 paragraph 5 Dutch Civil Code) (2:19 paragraph 6 Dutch Civil Code) liquidation (2: 19 paragraph 6 Dutch Civil Code, 2: 23 b Dutch Civil Code) revived legal entity (2: 23c Dutch Civil Code). In short, the end of a B.V. is not always clear because there are many opportunities to terminate a B.V., but also to revive it. For example, an already dissolved B.V. can even be declared bankrupt and a curator can settle it.

In addition to the websites that guarantee a new B.V., there are also websites that promise aranging the end of a B.V. within the same 24 hours by means of a so called ‘turbo liquidation’. In itself, indeed it is possible to deregister a B.V. with a simple form from the Chamber of Commerce. But please bear in mind that the single de-registration from the Trade Register does not make the rights and obligations of the B.V. disappear.

In short,  at the end of that B.V., all rights and obligations in the B.V. must be settled in the correct manner. If that does not happen well, it will soon have major consequences for the director.

For the record: the settlement of all obligations does not automatically imply that all debts of the B.V. must also be paid. In case a B.V. can not pay certain debts, this does not necessarily mean that the director is also liable for those debts. It does mean however, that the director will have to end the B.V. extra carefully. If this is done correctly, the director will not be liable for debts of the B.V.

It goes without saying that we are happy to assist you with the careful unwinding of your redundant B.V.

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