Dissolving a legal entity

If you want to dissolve a legal entity such as a bv, nv, coöperatie, onderlinge waarborgmaatschappij, vereniging, or stichting, it is important to check what the legal entity’s articles of association say about dissolving the entity first. Next, check this page for a list of points to consider.

Map out your finances 

When dissolving a legal entity, you have to map out your finances (assets and liabilities). On the one hand, you have to outline all assets on the legal entity’s balance sheet, such as: 

• positive balance in a bank account 

• accounts receivable from third parties 

• non-paid-up shares 

• shares in other companies 

• real estate 

• inventory and supplies. 

On the other hand, you have to outline all liabilities as well, including: 

• a mortgage 

• accounts payable to third parties, such as the Tax Administration (Belastingdienst) or vendors 

• negative balance in a bank account (current account) 

Take stock of your situation 

When you decide to dissolve a legal entity, three situations may occur. Determine which situation applies to you. Scroll down to find out what to do in each situation. 

1. The assets outweigh the liabilities (surplus/sufficient capital). The dissolved legal entity continues to exist for the purpose of liquidating the financial surplus. 

1. There are no assets and no liabilities (no surplus/no assets). The dissolved legal entity immediately ceases to exist (fast-track or turbo liquidation). 

1. The liabilities outweigh the assets (no surplus/insufficient capital). This can be handled in 2 ways: 

• The liquidator files for bankruptcy. After the liquidator files for bankruptcy, bankruptcy rules will apply and the administrator will take care of the rest. 
• The creditors agree to proceed to liquidation without bankruptcy (as described in situation 1: surplus/sufficient capital). 

Determine who has to formally make the resolution to dissolve 

Now that you know which situation applies to you, check your articles of association to find out who is authorised to formally adopt the resolution to dissolve the legal entity. This will differ across different types of legal entities: 

• 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. 

The legal entity is dissolved when you make this decision or on some future date. You can never dissolve a legal entity retroactively. 

Notify KVK of the dissolution 

To notify KVK of the dissolution, download the correct form 17a: 

‘Dissolution of a legal entity’ or

'Dissolution of a partnership or shipping company'.

Fill in this form, making sure to determine which situation applies to you first: 

Situation 1 

The assets outweigh the liabilities. If this is the case, the legal entity enters into liquidation. Complete form 17a as follows: 

• question 2.1: state the date of dissolution 

• question 3.1: tick the box for 'there are assets' 

• question 3.2 and following: fill in the details of the person charged with liquidating the assets (the liquidator) 

• question 6: state what will happen to the business (if applicable) 

Because you have more assets than liabilities, the legal entity will not be deregistered with immediate effect. Visit the page on legal entities in liquidation (in Dutch) to find out how to permanently deregister your legal entity. 

Situation 2 

The legal entity has no more assets and liabilities. Complete form 17a as follows: 

• question 2.1: state the date of dissolution 

• question 3.1: tick the box for 'there are no assets' 

• question 4.1: fill in the details of the custodian of books and records. They are responsible for keeping the records of the legal entity for 7 years after it is terminated. 

• question 6: state what will happen to the business (if applicable) 

After you submit the form and supporting documents and KVK gives its approval, your dissolved legal entity will be deregistered. The process is now finished. 

Situation 3 

The liabilities outweigh the assets. File for bankruptcy. If the creditors agree to proceed to liquidation without bankruptcy, follow the process for situation 1 and have the legal entity enter into liquidation. 

UBOs 

If the UBO’s of the legal entity you are about to dissolve are listed in the UBO register, you do not have to deregister them separately. KVK automatically assigns an end date to UBOs. 

Send the form to KVK 

Make sure that the form has been completed and check who has to sign it, as well as which supporting documents to enclose. Send the completed form, the supporting documents, and a copy of the signatory’s valid ID, to one of KVK's postal addresses. 

Exception for VvEs

Do you want to dissolve an owner's association (VvE)? You can only do so if you have a notarial deed of the dossolution of the demerger (splitsing). Fill out form 17a 'Dissolution of a partnership or shipping company', and send it to KVK together with a copy of this notarial deed, certified by the notary.  

More information 

If you have any questions or doubts, you can always ask your accountant for help. You can also consult the following: 

• ‘Dissolving a legal entity’ factsheet. 

• Checklist for ending your company per legal structure.