Legal entity in liquidation

  • 27 January 2022
  • Edited 27 January 2022
  • 1 min

If a legal entity has been dissolved and a financial surplus remains after all income and expenses have been settled, the legal entity will enter into liquidation, and 1 or more liquidators will be appointed. Find out what else to do and what to file with KVK.

Also see: How to dissolve a legal entity

Appointing liquidators 

Directors usually double as liquidators, unless other people are designated as liquidators in the resolution to dissolve or the articles of association. Directors will almost always resign from their position after liquidators are appointed. 

File with KVK 

If a legal entity goes into liquidation, you must submit a financial statement and liquidation report by post to KVK. If multiple parties are entitled to the proceeds after liquidation, you must also file a plan of distribution. These documents will remain available for inspection at KVK for 2 months. 

Financial statement and liquidation report 

While the legal entity is in liquidation, the liquidator resolves all pending matters, such as collecting receivables, paying debts, and selling inventory. Next, the liquidator prepares a financial statement and liquidation report, specifying the size and nature of the capital surplus. 

Plan of distribution 

A plan of distribution indicates who is entitled to the remainder (surplus) from the assets of the dissolved legal entity and how said remainder will be distributed. Liquidators need only prepare a plan of distribution if there are multiple beneficiaries to the liquidation proceeds. 

Notice in newspaper 

The liquidator shall announce where and until when interested parties can view the filed documents by publishing a notice in a newspaper. A template for such a notice can be found on page 3 of the 'Dissolving a legal entity‘ factsheet. 

Lodging an objection 

Creditors can lodge an objection with the court within 2 months of the date on which the notice was published. If no one lodges an objection during this period, the legal entity basically ceases to exist. You still need to formalise this by officially terminating the legal entity. For more information on terminating a legal entity, scroll down. If no one has lodged an objection, you can request a declaration of no opposition (in Dutch) from the court. This is not mandatory, and you do not have to file the declaration with KVK. 

Dissolving a legal entity 

When the liquidation period is over, you have to notify KVK of the termination of the legal entity.