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Liquidating Dutch BV companies - an overview

A critical review of corporate structure may result in the conclusion that more can be done with fewer corporate entities. Often our firm is approached by clients that would like to implement a legal entity rationalisation programme aimed at achieving cost efficiency. In the following article, typical issues to be dealt with when liquidating and deregistering a Dutch private limited liability company (besloten vennootschap or BV) entity are discussed.

This article intends to give an insight into the formalities and procedures under Dutch law that have to be considered when the liquidation and/or the winding-up of a Dutch BV is contemplated.

The following subjects are addressed in this memorandum:

1. the liquidator (vereffenaar); 
2. the various procedures that are available for the liquidation of a company; and
3. an overview of the steps that need to be taken in order to accomplish a liquidation/winding-up.

This article only relates to the general provisions in title 1 of book 2 of the Dutch Civil Code with regard to BVs, which contains strictly binding provisions for the procedure(s) for winding up (ontbinding) and iquidation (vereffening) of a company.

Liquidating Dutch BV companies - an overview

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