Option 1: turbo liquidation, when assets are gone
If the balance sheet of the BV is empty when the shareholders decide to dissolve it, the BV ends immediately. It is then removed from the register. Since the transparency rules took effect, you also have filing duties with this fast option. Within 14 days after the dissolution, the board files the balance sheet, the statement of income and expenses and the dissolution resolution at the KVK. If debts are still unpaid, the board states why. The board also tells known creditors that the BV is dissolved. The procedure is still quick, but you have more paperwork.
Option 2: full winding-up, when assets remain
If the BV still has assets, a liquidator (usually the director) winds it up. The liquidator collects what is owed, pays the creditors in the right order and pays out what remains to the shareholders. The intended distribution is published, and after that there is an objection period of two months. The company ends when the winding-up is complete.
The final tax settlement
The final corporate tax return is for the last (short) year. A liquidation payout to a private shareholder is taxed in box 2 (the Dutch tax bracket for income from a substantial shareholding). A holding company receives the same payout tax-free under the participation exemption. It is worth planning the timing. You can read more in the box 2 planning article.
For a turbo liquidation, you still need the final accounts, the resolution and the KVK filing, in the right order. If you live abroad, we can prepare the closing file for you. See corporate secretarial services in the Netherlands.
Before you close your BV
Sometimes it is better to keep an empty BV dormant than to close it. You can read about the obligations in dormant BV obligations and about the way back in reactivating a dormant BV. If the company still has real value, selling your Dutch business is usually better than ending it.