Dissolving a legal entity

Check the assets and liabilities

Before you dissolve and deregister a legal entity, you need to check what assets and debts the legal entity has at the time. The debts have to be paid from the amount that the income (assets) generates.

The income is the business itself, the inventory, money in cash or in the legal entity's account, and payments the legal entity has yet to receive, for example, from customers or the  Belastingdienst (Netherlands Tax Administration). 

Debts and liabilities are the money you still have to pay. For example, mortgage payments, payments the legal entity still has to make to the Tax Administration or suppliers, or a negative balance (overdraft) in a bank account.

Determine who may decide to dissolve the legal entity

Check your articles of association to find out who is authorised to formally adopt the resolution to dissolve the legal entity. This depends on the type of legal entity: 

• If you have an NV or BV, the general assembly of shareholders makes the decision. 

• If you have a vereniging, coöperatie, or onderlinge waarborgmaatschappij, the general assembly of members makes the decision. 

• If you have a stichting, the board makes the decision. 

Consequences for (financial) institutions

Please note: the dissolution and deregistration of a legal entity may have consequences for, among other things, your bank account, financing, insurance, pension fund, and municipal permits. Check this with your bank.

For example, you will no longer be able to access your business bank account. Therefore, before deregistering the legal entity with us, please check the website of these institutions to find out what the consequences will be.

Notify KVK of the dissolution 

First, determine which situation applies to you.

Situation 1: more assets than liabilities

If this is the case, the legal entity enters into liquidation until the assets are shared and the debts paid off. Download Form 17a and complete it to register the dissolution. 

Because you have more assets than liabilities, the legal entity will not be deregistered with immediate effect. Visit the page on legal entities in liquidation to find out how to permanently deregister your legal entity. 

Situation 2: no assets or liabilities

Do you want to deregister a BV without assets via fast-track liquidation (turbo liquidation)? You can do this in My KVK or using Form 17a.

Is the legal entity a different legal structure than a BV? Download Form 17a and complete it. 

If you want to dissolve your legal entity via turbo liquidation, you must supply KVK with  supporting documents within 14 days of the dissolution date. 

Read more about these documents and fast-track liquidation.

Situation 3: more liabilities than assets 

 If the liquidators are able to make an agreement with the creditors to settle the debts without filing for bankruptcy, then follow the process for situation 1.

If this is not possible, the liquidators must apply to a court for bankruptcy of the legal entity. If a court determines that it is no longer possible to pay the debts with the remaining assets, it appoints a receiver. The liquidator takes care of further liquidation.

Situation 4: there are no assets but there are liabilities

Do you want to deregister a BV without assets but with debts via turbo liquidation? You can do this in in My KVK or using Form 17.a.

If it is a different legal structure than a BV, use Form 17a.

If you want to dissolve your legal entity via fast-track liquidation, you must supply KVK with  supporting documents within 14 days of the dissolution date. 

Read more about these documents and fast-track liquidation.

Exception for VvEs

Do you want to dissolve an owners' association (VvE)? You can only do so if you have a notarial deed of the dissolution. Fill out Form 17a, and send it to KVK together with a copy of this notarial deed, certified by the notary.  

UBO deregistration not necessary 

If you deregister your organisation, KVK automatically deregisters its UBOs. You do not have to do this yourself.