Two main routes: simple dissolution vs. liquidation
Simple dissolution (turbo-liquidatie) applies when the BV has no remaining assets or liabilities. The shareholders pass a resolution; the BV ceases to exist immediately upon KVK registration. Used when the BV is "empty" at the time of closing. Liquidation applies when the BV has assets, debtors or contracts to settle. A liquidator is appointed; assets are realised, debts paid, surplus distributed. Process takes 2–6 months.
Step-by-step liquidation
Step 1: shareholder resolution to dissolve. Step 2: appoint a liquidator (typically the existing director). Step 3: settle all outstanding debts and obligations. Step 4: realise remaining assets. Step 5: distribute surplus to shareholders. Step 6: file final accounts. Step 7: deregister with KVK.
Tax consequences
Final corporate tax return required. Outstanding profits realised on dissolution become subject to VPB. Distribution to shareholders triggers box 2 tax (24.5% / 31% in 2026). For DGAs with significant retained earnings, careful timing of dissolution can save substantial tax.
Special case: dormant BV
A BV that is no longer trading but kept formally alive (slapende BV) still incurs annual costs (€1,500–3,000 in accounting and filing fees). For most cases, formal dissolution is more cost-effective.