Form 17a: Reporting a dissolution of a legal entity

Please note: when you fill in the English form digitally, the corresponding field in the Dutch form is automatically filled in. You must also print, sign, and give the completed Dutch form to KVK. Do not give only the English copy.

Ending a legal entity

A legal entity is an organisation that has its own rights and obligations under the law, just like a human being. By legal entity we mean:

• a BV (private limited company)
• an NV (public limited company), 
• a coöperatie (cooperative)
• an onderlinge waarborgmaatschappij (mutual insurance association)
• a vereniging (association
• a VvE (owners’ association)
•  a stichting (foundation) 

Discontinuing a legal entity involves several steps: dissolving, liquidating, and terminating.

Dissolving means that all activities of the legal entity cease. If the legal entity still has assets upon dissolution, they must be liquidated.

Liquidating means paying off a legal entity's debts with the income from the sale of the legal entity's property. This is done by liquidators. The legal entity's articles of association usually state who the liquidators are on dissolution. They are often former (managing) directors. There is at least 1 liquidator.

Terminating is the deregistration of a legal entity from the Business Register. This can only be done once a decision to dissolve has been taken and any liquidation has been completed.

Deciding to dissolve the legal entity

Check your articles of association to find out who is authorised to formally adopt the decision to dissolve the legal entity. This depends on the type of legal entity: 

• If you have an NV or BV, the general assembly of shareholders makes the decision. 
• If you have a vereniging, coöperatie, or onderlinge waarborgmaatschappij, the general assembly of members makes the decision. 
• If you have a stichting, the board makes the decision. 

Read the articles of association to check what the rules are for taking a dissolution decision. Follow those rules and set out the decision, for example in the minutes of the meeting.

After the dissolution decision, the legal entity is immediately dissolved. Unless the resolution sets a date in the future for the dissolution. The resolution is final. Reversing it is only possible through the courts. You must report the dissolution to KVK with form 17a.

Steps after dissolution

The process after dissolution depends on whether or not the legal entity has debts and assets. These assets are also known as ‘income’.

Income is not just the business itself, the property and money in cash or in the legal entity's account. It is also payments the legal entity still has to receive, for example from customers or the Netherlands Tax Administration.

After dissolution, the first thing that matters is whether there are any assets.

There are no assets: fast-track liquidation

If a legal entity has no assets, the legal entity ceases to exist at the time of dissolution. Even if the legal entity has debts. Because there are no assets, liquidation is not possible. Fast-track liquidation follows.

Have you dissolved and terminated a BV with fast-track liquidation (also known as turbo liquidation)? Then you can also report this online in My KVK. This can only be done by a natural person who is both managing director and custodian of the BV's books and records. Read how this works at deregistering a BV. You do not have to fill in form 17a.

A director of the legal entity must report the dissolution to KVK with form 17a. On that, you also indicate that there are no assets. The Help form for providing extra information for a fast-track liquidation sets out what additional information you need to send to KVK.

Custodian of books and records

If there are no assets, you must indicate on form 17a who the custodian of books and records is (bewaarder van boeken en bescheiden). This is someone who keeps the records for 7years after the legal entity ceases to exist. For example, the balance sheet, financial statements, stock and payroll records, articles of association, and invoices.

Who that is may be set down in the legal entity's articles of association. Someone can also be appointed as custodian of the books and records when the dissolution resolution is passed. KVK puts the details of this person in the Business Register. The home address of the custodian is public, so can be seen by anyone.

There are assets

If there are assets at the time of dissolution, the dissolved legal entity will continue to exist until the assets are distributed and debts are paid or resolved. Selling assets, paying debts, and distributing profits are all activities that fall under to liquidation.

Once liquidation begins, it is mandatory to add the words ‘in liquidation’ to the legal entity's name. This must be in all official documents and notices sent by the legal entity.

Statement of accounts and plan of distribution

The liquidators list all assets and debts and sell things to pay off debts. The liquidators make an overview of this; this is the statement of accounts.

It is possible that assets or money remain after paying off the creditors, this is called a surplus.

If 2 or more people are entitled to that surplus, the liquidators make a plan of distribution. This specifies how the surplus will be divided between these people. They are, for example, the members or shareholders of the legal entity.

Copies and notice in newspaper

The liquidators send a copy of the accounts and, if necessary, the plan of distribution to KVK.

The liquidators must also deposit a copy of those documents at the legal entity's office. Then the liquidators must then place a notice in a newspaper making known where and until when interested parties can view the filed documents. 

Example of text for such an advertisement:
"Legal entity “X in liquidation” has been dissolved by the resolution of <<...>> on <<date>>. The statement of accounts (and the plan of distribution) are at the office of the Business Register of KVK and at the office of X <<named legal entity address>>."

Anyone who disagrees with the statement of accounts or the plan of distribution can lodge an objection with the court within 2 months of the date on which the notice was published. If anyone objects, the liquidation cannot proceed until the court has ruled on the objection. 

If no one lodges an objection, the liquidators can implement the plan of distribution after 2 months. The liquidation is complete when there are no more assets. This means the legal entity ends. The liquidators must report this to the Business Register using form 17b. Then KVK deregisters the legal entity.

Not enough income to pay debts

If during liquidation the debts turn out to be higher than the income, there are 2 possibilities.

1. The liquidators make an agreement with all creditors to settle the debts without filing for bankruptcy. The liquidation and termination of the legal entity can take place as stated above.
2. If no agreement is possible, the liquidators must apply to a court for bankruptcy of the legal entity. If a court finds that it is no longer possible to pay the debts with the remaining assets, it appoints a trustee. The trustee takes care of further liquidation.

When the bankruptcy is settled, the trustee or a former (managing) director reports the termination of the legal entity with Form 17b.

Dissolution and fast-track liquidation of a BV in My KVK

A BV, NV, coöperatie, onderlinge waarborgmaatschappij, vereniging, and stichting can be terminated with fast-track liquidation. Do you want to terminate a BV with fast-track liquidation? If so, you must first dissolve the BV. You can submit the dissolution and fast-track liquidation of the BV online in My KVK (you log in with DigiD) or using form 17a.

Do you want to dissolve another legal entity with fast-track liquidation? Then you must dissolve the legal entity first. You can submit this dissolution using form 17a. This form also indicates whether there are any assets. Have you not yet filed all financial statements for previous financial years with KVK, and should you have done so? Then do so first, before sending in form 17a or deregistering via My KVK.

Dissolving a vereniging because it has no members

If a vereniging no longer has members, it is dissolved. A director then completes form 17a to report the dissolution to KVK. The director must enclose a letter stating that the vereniging has been dissolved because there are no more members.

If there are assets, liquidation is required. The articles of association state who the liquidators are. If nothing is stated in the articles of association, this is all the board members. If this is not the case, the director can name the liquidators in the letter to KVK.

The liquidation must be done as described above. The director must report the end of the association with form 17b.

Address

The following rules apply to addresses entered on form 17a:

• The address must be listed in the Basic Registration of Addresses and Buildings (BAG).
• A residential address must also match the Personal Records Database (BRP) of the Dutch municipalities.

Use the BAG Viewer(in Dutch) to check whether the address of the company or legal person is correct in the BAG. This includes the street name, house number, addition (such as 24a or 24b), or designated use (such as retail premises). If something is incorrect, you can report the error on the BAG Viewer website.

The Business Register is linked to the Personal Records Database (BRP) of the Dutch municipalities. If your residential address is not listed in the BRP or is incorrect, you must first have it corrected by your municipality.

If the address in the BAG or BRP is not correct, KVK cannot enter the dissolution of the legal entity in the Business Register. Only send form 17a to KVK once the correct details are listed in the BAG and BRP.

What documents do you need to send?

Send this completed and signed form to KVK. Check which documents you need to send along with this form. The questions below will help you.

What should you always enclose with form 17a?

• A copy of a valid proof of identity of the person who signed the form. Make the photo unrecognisable.
• A document showing that the resolution for dissolution has been passed, signed by the persons appointed for that purpose in the articles of association or in the meeting. That document should include the details of the liquidator(s): name, address, and KVK number, if any. In the case of fast-track liquidation, these details are not required.

Is the custodian of books and records not registered as a director or liquidator with the dissolved legal entity?

• Is the custodian a natural person: a human being? Then send a copy of a valid identity document along with this form. Does the custodian live abroad? If so, please enclose proof of the residential address abroad. This could be a copy of an extract from the municipality's foreign population register or, for example, a copy of a document from a bank showing the residential address.
• In the case of a VOF, CV, maatschap, or legal entity, please enclose valid proof of identity of the director who signed this form.
• In the case of a foreign company or foreign legal entity, enclose a copy of a valid proof of identity of the director who signed this form. Also enclose a copy of the proof of registration of that company in the foreign register. This must contain the details of the director or directors who are authorised to make decisions or perform tasks on behalf of the organisation.

What should you enclose if there are no assets?

If the legal entity has no assets at the time of dissolution, liquidation is not possible. The legal entity is then also terminated immediately at the time of dissolution. You then use fast-track liquidation for the legal entity.
You must then submit more documents to KVK. The Help form: Additional information for fast-track liquidation sets out what documenst are needed. Send those documents by post to KVK within 14 days after the dissolution has taken effect.

Was the liquidator not a managing director of the legal entity at the time of dissolution?

If the liquidator was not a director at the time of dissolution, you must enclose the following evidence:

• Is a liquidator a natural person: a human being? Then enclose a copy of a valid identity document of the liquidator.
• Is a VOF, CV, maatschap or legal entity a liquidator? If so, enclose a copy of a valid proof of identity of a person acting on behalf of the liquidator.
• Is a foreign company or foreign legal entity a liquidator? Then attach a copy of a valid proof of identity of a person acting on behalf of the liquidator. Also attach a proof of registration abroad. That proof should state who is allowed to decide or sign on behalf of the company or legal entity.

What should you enclose when terminating a VvE?

You can only dissolve a VvE with a notarial deed of the dissolution. Send a copy of this notarial deed, certified by the notary along with this form.

What should you enclose when terminating a vereniging because there are no members?

A letter from a director stating that the vereniging has been dissolved because there are no more members. The letter may also appoint liquidators, as in the case of a resolution of dissolution. Enclose a copy of a valid proof of identity of the director.

What is KVK’s postal address?

Find the right postal address.

More information

Ending your company by legal structure

Dissolving a legal entity

The fast-track liquidation process

Download Form 17a

Do you want to deregister a BV that has been terminated with fast-track liquidation online at My KVK? This can only be done by a natural person who is both managing director and custodian of the BV's books and records. Read more about how to deregister a BV.