Closing a Dutch BV: Dissolution, Liquidation, Turbo Liquidation or a Dormant BV (2026)

You close a Dutch BV with a shareholders’ resolution to dissolve it. If the BV has no assets left at that moment, it ceases to exist at once (turbo liquidation); if it still has assets, it must first be liquidated. You cannot pause a BV: a dormant BV keeps all its obligations. If the debts exceed the assets, bankruptcy comes into view.

This guide compares the routes for owners at home and abroad, with the rules of Book 2 of the Dutch Civil Code (BW), the steps at the Chamber of Commerce (KVK) and the 2026 tax rules. The dissolution rules apply to every Dutch legal entity, including the NV; the tax rules are those for a BV and its shareholders.

In Short

• Decision: the shareholders resolve to dissolve the BV, as the articles of association require. A date in the past is not possible.
• No assets: turbo liquidation. Within 14 days the board files financial documents with KVK and informs the creditors.
• Assets: liquidation by the liquidators, usually the directors, with a two-month objection period.
• Assets, but more debts: bankruptcy, unless all known creditors agree to a liquidation outside bankruptcy.
• Dormant BV: annual accounts, a corporate income tax return and an annual general meeting remain compulsory.
• Tax: a final corporate income tax return, 15% dividend tax above paid-up capital, and box 2 for the shareholder.

Your Options Compared

Route	When	What you do	When the BV ends
Dormant BV	You stop trading but keep the BV	Meet all the annual obligations	It does not end
Dissolution and liquidation	The BV still has assets	Resolution, form 17A, liquidation, documents open for inspection, form 17B	When no known assets remain
Turbo liquidation	No assets at the moment of dissolution	Resolution, report and documents to KVK within 14 days, inform creditors	At once, on dissolution
Bankruptcy	The BV has stopped paying its debts	Petition to the court; a trustee winds up the estate	After the bankruptcy ends for lack of assets, or after insolvency
Dissolution by KVK or the court	KVK: two of four warning signs; the court: cases set by law	No decision of your own; KVK warns first	At once without assets, otherwise after liquidation

A Dormant BV: What Still Applies

A BV without activities simply continues, with the same obligations:

• Annual accounts: prepared, adopted and filed with KVK, even without revenue. See the annual accounts of a BV with no revenue.
• Corporate income tax: according to the Tax Administration (Belastingdienst), a BV must always file a corporate income tax return.
• VAT: returns continue, even with zero turnover.
• KVK and UBO register: the details must be correct.
• General meeting: at least one meeting, or a resolution outside a meeting, every financial year (article 2:218 BW).
• Records: kept up to date and retained for seven years (article 2:10 BW).

KVK dissolves a BV when at least two of these four circumstances apply (article 2:19a BW): no reachable director registered for a year; annual accounts a year overdue; no corporate income tax return for a year after a reminder; the BV unreachable at its address. And if the BV goes bankrupt and its annual accounts were not filed on time in the three years before, the board is deemed to have performed its duties improperly, and this is presumed to be an important cause of the bankruptcy; a minor failure does not count (article 2:248 BW).

Turbo Liquidation: Only Without Assets

If the BV has no assets at the moment of dissolution, it ceases to exist at that moment (article 2:19(4) BW), even if debts remain. KVK calls this fast-track liquidation. Assets are more than money in the bank: according to KVK, they include amounts owed by clients or the Tax Administration, a deposit, stock, equipment and shares in an operating company. With a holding structure, deregister the operating company first. With many or complex debts, KVK suggests considering bankruptcy.

Within fourteen days of the dissolution, the board files with KVK (article 2:19b BW):

• a balance sheet and a statement of income and expenditure for the year of dissolution, and for the previous year if its annual accounts are not yet public;
• an explanation of why there are no assets and, where relevant, how assets were sold and the proceeds distributed, and why creditors were left unpaid;
• any annual accounts of earlier years that should already have been filed.

The board then informs the creditors in writing without delay. These duties apply since 15 November 2023 under the Temporary Act on Transparency in Turbo Liquidation (in Dutch), which a decree of 30 August 2025 extended to 15 November 2027, or longer if a bill for permanent rules is submitted to parliament before then. The government wants to make the rules permanent. For a BV dissolved in this period, they keep applying afterwards.

Risks for directors:

• not filing the documents in full or on time is an economic offence and can lead to a fine;
• if creditors remain unpaid, the court can, at the Public Prosecution Service’s request, ban a director for up to five years, for example if the documents were not filed (article 2:19c BW);
• if a creditor or an asset turns up later, the court can reopen the liquidation at the request of an interested party (article 2:23c BW);
• according to KVK, a director who acted unlawfully, for example by moving money to a private account, can be held personally liable.

Step plan:

1. Check that there really are no assets, and file any missing annual accounts.
2. Have the shareholders record the resolution in writing, with the date, and appoint a custodian of the books and records.
3. Report the turbo liquidation with the documents in My KVK (by a director who is also the custodian, with DigiD or a European eID), or by post with form 17A and the help form.
4. Inform the creditors and file the final tax returns.

Dissolution and Liquidation When the BV Has Assets

With assets, the BV continues for as long as the liquidation requires, with “in liquidatie” added to its name (article 2:19(5) BW). The liquidators are the directors, unless the articles of association, the dissolution resolution or the court appoint others. They have the same powers, duties and liability as directors (articles 2:23 and 2:23a BW).

1. Resolution and report: the shareholders resolve to dissolve and name the liquidators; form 17A goes to KVK by post.
2. Liquidation: collect receivables, sell or transfer the assets, pay the creditors. If the debts will probably exceed the assets, the liquidators file for bankruptcy, unless all known creditors agree to continue outside bankruptcy (article 2:23a(4) BW).
3. Statement of account: an overview of the liquidation and the surplus, plus a distribution plan if two or more people are entitled. The documents go to KVK and are open for inspection at the BV’s office for two months; a newspaper notice says where and until when.
4. Objections: within those two months, any creditor or person entitled can object at the district court. Without objections, the plan is then carried out.
5. End: when no assets known to the liquidators remain, the BV ceases to exist. The liquidators report this to KVK with form 17B.
6. Records: the custodian keeps the books for seven years and registers their name and address with KVK within eight days (article 2:24 BW).

Once the objection period has started, an advance distribution needs the court’s permission (article 2:23b BW). According to KVK, the whole process takes a few months.

Bankruptcy and Dissolution by KVK or the Court

Bankruptcy is not a way to close a BV, but a court procedure for a BV that has stopped paying its debts. The court declares it on the BV’s own petition or at creditors’ request (article 1 of the Bankruptcy Act); the board may only petition on the general meeting’s instructions, unless the articles provide otherwise (article 2:246 BW). Once the bankruptcy ends because of the state of the estate, or after insolvency, the BV is dissolved. If the board manifestly performed its duties improperly and this is an important cause of the bankruptcy, each director is jointly and severally liable for the deficit (article 2:248 BW).

Before KVK dissolves a BV (article 2:19a BW), it sends a registered letter and gives you eight weeks to remove the grounds, for example by filing the annual accounts (business.gov.nl). The court can dissolve a BV at the request of the Public Prosecution Service, for example when it acts against public order (article 2:20 BW) or has stopped its activities (article 2:185 BW).

Tax When You Close a BV

Corporate income tax. According to the Tax Administration (in Dutch), the BV files returns until it has finally ceased to exist, even without revenue; the final return includes the closing balance sheet. Assets go to a buyer or the shareholders at market value. Request a provisional assessment for the final year and settle any current account with the director-shareholder. A BV with a pension or annuity obligation on its balance sheet cannot be dissolved; ask for prior consultation.

VAT and payroll taxes. KVK informs the Tax Administration. Keep filing while returns are open in Mijn Belastingdienst Zakelijk; a letter tells you when the final VAT return is due. If the BV had employees or a director on its payroll, complete the payroll taxes too.

Dividend tax. What the BV distributes on liquidation above the average capital paid up on the shares is subject to 15% dividend tax (articles 3 and 5 of the Dividend Tax Act 1965). Exemptions apply under conditions, for example for a corporate shareholder in the Netherlands whose holding qualifies for the participation exemption, or for one in the EU, the EEA or a treaty country whose holding would qualify if it were established in the Netherlands, unless avoiding tax is the main purpose, or one of the main purposes, of its holding and the arrangement is artificial (article 4). See our guide to Dutch dividend withholding tax.

Box 2. If you hold a substantial interest (at least 5%) as an individual, the liquidation distribution counts as a disposal of your shares (article 4.16 of the Income Tax Act 2001). You pay box 2 tax on the distribution minus your acquisition price: in 2026, 24.5% up to €68,843 and 31% above (Tax Administration, in Dutch), with the dividend tax credited. A shareholder abroad can also be taxed in box 2 on a substantial interest in a Dutch BV (article 7.5), subject to the tax treaty with their country.

Liquidation loss. A BV that liquidates a subsidiary may deduct the liquidation loss: what it paid for the participation minus the liquidation distributions, which include exempt dividends from the years around the cessation (article 13d of the Corporate Income Tax Act 1969). Conditions include: the subsidiary’s business has ceased or is continued only by an unrelated party; the liquidation is completed by the third calendar year after the cessation (or the earlier decision to cease), unless the parent shows that completing it later is not aimed at avoiding or deferring corporate income tax; and a loss above €5 million counts only if, for the five years before the liquidation is completed, the parent could determine the activities of a subsidiary in the Netherlands, the EU or the EEA.

What KVK Does and What It Costs

KVK deregisters the BV as of the date you report, sends a letter as proof, deregisters the UBOs and informs the Tax Administration. The BV’s details stay in the Business Register for ten years (article 2:19(7) BW). Deregistering with KVK is free, and the dissolution resolution does not need a notary. In a liquidation, you pay for the newspaper notice. Arrange your bank account, insurance and contracts first: after deregistration, the KVK number is no longer active.

How NetherBridge Partners Helps

We keep the books to the end, prepare the final annual accounts, the closing balance sheet or the turbo liquidation documents, and file the final corporate income tax returns. We help with shareholders’ resolutions and KVK changes and, in financial difficulty, assess the options, including an orderly wind-down or dissolution. See our accounting and reporting, corporate income tax advice, corporate support and restructuring and insolvency services, or contact us.

The rules and amounts in this article were checked in November 2026 against the Dutch Civil Code, the Bankruptcy Act, the Dividend Tax Act 1965, the Income Tax Act 2001, the Corporate Income Tax Act 1969 and the Bulletin of Acts and Decrees, and with KVK, business.gov.nl and the Netherlands Tax Administration.

Frequently Asked Questions