Form 17b: Reporting the end of a legal entity after liquidation

Liquidation means paying off the debts of a legal entity with the income from the sale of the legal entity's possessions.

Steps after dissolution

Before a legal entity ceases to exist, a dissolution decision must first be taken. You have to report the dissolution to KVK using Form 17a, where you will find more information about the dissolution decision.

The steps you have to take after dissolution to end the legal entity depend on whether or not the legal entity has debts and assets.

Assets are not just the business itself, its possessions, and money in cash or in the legal entity's bank account. It also includes payments the legal entity is still entitled to receive. For example, from customers or the Netherlands Tax Administration.

After dissolution, the first question is if there are any assets.

There are no assets: fast-track liquidation

If a legal entity has no assets at the time of dissolution, the legal entity ends immediately at that point. Even if there are still debts. As there are no assets, liquidation is not possible. This is called fast-track liquidation.

You have to report the dissolution to KVK using Form 17a. On that form, you also report that there are no assets. Use the help form Provide extra information for a fast-track liquidation to find out which additional information you have to send to KVK.

In case of a fast-track liquidation, it is not necessary to fill in Form 17b. Did you report on Form 17a that there are no assets, but this turns out not to be correct later on? Complete Form 17a again and send it to KVK. Then start the liquidation. When that is completed, report the end of the legal entity with Form 17b.

There are assets

If there are assets at the time of dissolution, the legal entity continues to exist until the assets are distributed and the debts are paid or resolved. This is called liquidation. Selling possessions, paying debts, or distributing profits. These are examples of liquidation.

This is done by liquidators. The articles of association of the legal entity usually say who the liquidators are in the event of dissolution. Usually, they are officials of the legal entity. There must be at least one liquidator.

Once liquidation begins, it is mandatory to add the words ‘in liquidation’ to the legal entity's name. This must be done in all official documents and notices it sends.

Accounts and plan of distribution

The liquidators list all assets and debts and sell things to pay off debts. The liquidators make an overview of this, called an ‘accountability report’. 

It is possible that after paying off the creditors, a surplus remains. If 2 or more people are entitled to that surplus, the liquidators have to write a ‘plan of distribution’.

The plan of distribution states how the surplus will be divided between these people. These are, for example, the members or shareholders of the legal entity.

The next steps

The liquidators send a copy of the accountability report and the plan of distribution (if needed) to KVK. The liquidators must also deposit a copy of those documents at the legal entity's office. Then the liquidators must announce where and until when the documents can be viewed. They do so via a newspaper advertisement.

Example of text for such an advertisement:

"Rechtspersoon ‘X in liquidatie’ is ontbonden door het besluit van <<…>> op <<datum>>. De rekening en verantwoording (en het plan van verdeling) liggen op het kantoor van het Handelsregister van KVK en op het kantoor van X <<adres rechtspersoon noemen>>."

English translation of the advertisement:

"Legal entity 'X in liquidation' has been dissolved by the resolution of <<...>> on <<date>>. The accountability report (and the plan of distribution) are at the office of the KVK Business Register and at the office of X <<name and address of the legal entity>>."

People who disagree with the accountability report or the proposed distribution can apply to a court. They must do so within 2 months of posting the advertisement. If someone objects, the liquidation cannot proceed until the judge has made a decision on that objection.

If no one reports to the court, the liquidators can implement the plan of distribution after 2 months. Liquidation is finished when there are no more assets. That means the end of the legal entity. The liquidators must report this to the Business Register using Form 17b. Then KVK deregisters the legal entity.

Not enough income to pay debts

If there are more debts than assets, there are 2 options during the liquidation.

1. The liquidators make an agreement with all creditors to pay the debts. Without filing for bankruptcy. The liquidation and termination of the legal entity can take place as stated above.
2. If such an agreement fails, the liquidators must file for the bankruptcy of the legal entity with a court. If a court finds that it is no longer possible to pay the debts with the remaining assets, it appoints a receiver. The receiver takes care of finishing the liquidation.

Once the bankruptcy is settled, the receiver or a former official reports the end of the legal entity to KVK using Form 17b.

Custodian of books and records

Using Form 17b, you also notify KVK of the custodian of books and records. This is someone who keeps the administration for 7 years after the end of the legal entity. For example, the balance sheet, financial statements, stock and payroll records, articles of association, and invoices.

Who that is may be included in the legal entity's articles of association. The custodian can also be appointed when the dissolution resolution is passed. KVK puts the details of this person in the Business Register. The home address of the custodian is public, which means it can be seen by anyone.

Want to know more?

More information on dissolving and terminating a legal entity:

• Ending your company (per legal structure)
• Dissolving a legal entity

Download Form 17b

If you answer a question in the digital English form, the same answer is automatically filled in on the Dutch form. If you print out the form and find that you have made a mistake, simply cross out the wrong answer and write in the correct answer. Do this on both the English and the Dutch forms. Also put a handwritten signature next to any changes. Please note: You must also print, sign, and give the completed Dutch form to KVK. Do not give only the English copy.

Is this not the form you need? Find the right one on this overview page for KVK forms.

Do you want to dissolve and deregister a BV zonder baten (a BVwithout assets) via fast-track liquidation? You can do this online in My KVK.