ការរំលាយក្រុមហ៊ុននៅប្រទេសហូឡង់៖ ជំហាននិងការទទួលខុសត្រូវ

Dissolution of a company in the Netherlands (ontbinding) is the decision to end a legal entity, usually by a resolution of the general meeting under Article 2:19 of the Dutch Civil Code (BW), after which the assets are liquidated and the entity is removed from the Trade Register of the Chamber of Commerce (KVK). If the entity has no assets at the moment of dissolution, it ceases to exist immediately (turbo liquidation, Article 2:19(4) BW), but the board must then file accounts and an explanation within fourteen days (Article 2:19b BW).

The route you choose, and how carefully you follow the steps, decides whether directors walk away cleanly or face a personal claim years later.

What does dissolution mean under Dutch law?

Dissolution does not end the company at once. Under Article 2:19(5) BW the entity continues to exist as far as needed to liquidate its assets, and it must add the words “in liquidatie” to its name in documents and announcements.

Under Article 2:19(6) BW the entity ceases to exist when the liquidation ends. In between, it can sue and be sued, keeps its bank accounts and remains liable to tax, but may only act to wind up its affairs. Entering into new business after dissolution is the kind of conduct on which personal claims are later built.

Dissolution, liquidation and bankruptcy compared

The three procedures are often confused. The table shows the differences.

These rules apply to the bv, the nv, the foundation (stichting), the association (vereniging) and the cooperative (coöperatie). Who takes the decision differs per legal form, but the liquidation rules of Articles 2:23 to 2:24 BW apply to all of them.

When is a turbo liquidation possible?

Only if the entity has no assets (baten) at the moment of dissolution: it then ceases to exist immediately under Article 2:19(4) BW, without a liquidator and without the two-month objection period. The test is the absence of assets, not of debts.

A receivable, a tax refund, a claim against a director or a bank balance is an asset, and then the turbo route is not available. Since 15 November 2023, under the Temporary Act on transparency in turbo liquidation (Tijdelijke wet transparantie turboliquidatie), the board must file with the Trade Register within fourteen days of dissolution (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 no annual accounts were published for it;
• an explanation of why there are no assets, how any assets were realised and distributed, and why creditors were left unpaid;
• any annual accounts not yet published.

The board must then inform the creditors in writing without delay. If unpaid creditors remain and the board did not comply, or deliberately harmed creditors, the court can impose a director disqualification (bestuursverbod) at the request of the public prosecutor (Article 2:19c BW). Creditors can also ask the subdistrict court for access to the records (Article 2:24(4) BW).

Is dissolution the right route?

Dissolution is one exit among several. Before drafting the resolution, establish whether the entity can pay all known debts, whether a sale of the shares or the business would yield more, and whether a legal merger would simplify the group without a liquidation.

If the entity cannot pay its debts, a bankruptcy petition rather than a dissolution is the correct step. Answer these questions first:

• Can the entity pay all known debts, including those that only arise on closure?
• Are there long-term contracts, leases or subscriptions with notice periods or break costs?
• Are there permits or licences that lapse on dissolution?
• Are there pending proceedings, tax audits, warranties or guarantees?
• Has anyone given a personal or group guarantee for the entity’s debts?

What about the employees?

Closing the business does not end the employment contracts. You need a dismissal permit from the UWV on business-economic grounds or a settlement agreement (vaststellingsovereenkomst), observe the notice period and pay the transition payment (transitievergoeding).

If you intend to dismiss twenty or more employees within three months in one working area, the Collective Redundancy Notification Act (Wet melding collectief ontslag) applies: notify the UWV and the trade unions first. If the company has a works council, ask its advice on the decision to close under Article 25 of the Works Councils Act (WOR) before the decision is taken.

ការរៀបចំហិរញ្ញវត្ថុ និងពន្ធដារ

Draw up a current balance sheet first. Make sure VAT, wage tax and corporate income tax returns are filed and paid, and that bank facilities, shareholder loans and guarantees are repaid, ទូទាត់ or transferred.

Raise open tax positions with the Tax and Customs Administration (Belastingdienst) before filing the dissolution. The tax treatment of a liquidation distribution is a matter for your accountant or tax adviser; we do not advise on tax structuring.

How do you pass the resolution to dissolve?

Who decides depends on the legal form and the articles. Under Article 2:19(1)(a) BW it is the general meeting, or for a foundation the board unless the articles provide otherwise; for an association or cooperative it is the members’ meeting.

Check the quorum and majority in the articles, because a resolution by the wrong body or majority can be challenged. The resolution states the legal basis, the effective date, and either the appointment of the liquidator or the finding that there are no assets. No notarial deed is needed for dissolution itself, only if the articles are amended at the same time.

Which filings and notifications follow?

រាយការណ៍អំពីការរំលាយនេះទៅ KVK with a copy of the resolution. The register then shows the entity as “in liquidatie”, or as removed in a turbo liquidation.

Inform the Belastingdienst in writing, tell the bank and insurers that only the liquidator may act, and inform employees, key suppliers and customers directly. A creditor who was told in writing can hardly argue later that they did not know; the correspondence file is the first thing a court looks at in a claim against the នាយក.

What must the liquidator do?

Unless the court or the articles appoint someone else, the directors become liquidators (vereffenaars) under Article 2:23(1) BW. Under Article 2:23a(1) BW a liquidator has the powers, duties and liability of a director, as far as compatible with the winding up.

The liquidator establishes what the entity owns and owes, collects receivables, sells assets at arm’s length and pays the creditors. Then the liquidator prepares an account (rekening en verantwoording) and, if there is a surplus for more than one person entitled, a plan of distribution (plan van verdeling) (Article 2:23b(2) BW).

Under Article 2:23b(4) BW these documents are deposited at the Trade Register and at the entity’s office for two months, and the liquidator announces in a newspaper where and until when they can be inspected. Creditors and those entitled can object to the court within two months of that announcement. Only after that period, or after an objection is decided, may the surplus be distributed.

Which order of payment applies?

Creditors with a pledge or mortgage can enforce their security on the asset concerned. Among the other creditors, preferential claims such as certain tax claims rank before ordinary unsecured claims, and shareholders receive the surplus only after all creditors are paid (Article 2:23b(1) BW).

Paying a shareholder or related party before ordinary creditors is the classic mistake, and it can be reversed. If it appears that the debts will probably exceed the assets, the liquidator must file for bankruptcy, unless all known creditors agree to continue outside bankruptcy (Article 2:23a(4) BW).

Special assets and staff

Real estate is transferred by notarial deed, intellectual property by written deed registered with the Benelux Office for Intellectual Property or the EUIPO. Sell equipment and stock at arm’s length with a documented valuation, because a sale to a party connected to the directors invites scrutiny.

If the business is sold as a going concern, the rules on ផ្ទេរកិច្ចការ apply and the employees move to the buyer by law. A simple liquidation with undisputed debts usually takes a few months, with the two-month objection period as the fixed element; disputes, foreign assets and pensions make it longer.

How do you close the liquidation?

File the final corporate income tax and VAT returns, deregister the VAT number and run the last payroll. Ask the Belastingdienst to confirm in writing that nothing is outstanding.

The liquidator then reports to the Trade Register that the liquidation has ended, and the entity ceases to exist (Article 2:19(6) BW). Under Article 2:24 BW the books and records must be kept for seven years by the designated custodian, who must register their name and address with the Trade Register within eight days.

What can still happen after the entity is removed?

If a creditor or an asset turns up after the entity has ceased to exist, the court can reopen the liquidation at the request of an interested party (Article 2:23c BW). The entity then revives solely to complete the reopened liquidation, and the liquidator can reclaim what a shareholder received too much.

Claims for performance of a contract become time-barred five years after they became due (Article 3:307 BW); claims for damages five years after the injured party learned of the damage and the person liable (Article 3:310 BW). Directors and liquidators can be personally liable for distributing before the objection period ended, paying a related party first, continuing when bankruptcy should have been filed, using the turbo route while assets existed, or losing the records. Such a claim is against the individual and survives the removal of the entity.

តើអ្នកគួរពិនិត្យមើលអ្វីខ្លះក្នុងនាមជានាយក ឬភាគទុនិក?

Most protection is documentary and costs little at the time. Check these points before and during the winding up.

• The entity really has no assets if you choose the turbo route, and the Article 2:19b BW filings are made within fourteen days.
• The creditor list is complete, including landlords, former employees and the Belastingdienst.
• No distribution to shareholders is made before the two-month objection period has ended.
• Board minutes, creditor correspondence, valuations and bank statements are kept for at least seven years.
• The scope and indemnity of an external liquidator are agreed in writing.

ក្នុងនាមជាម្ចាស់បំណុល តើអ្នកគួរពិនិត្យមើលអ្វីខ្លះ?

As a creditor of a dissolved company you still have options. Check these points as soon as you learn of the dissolution.

• ថា​តើ KVK shows the entity as “in liquidatie” or as removed after a turbo liquidation.
• In a turbo liquidation: whether the board filed the Article 2:19b BW documents and informed you in writing.
• Whether you can inspect the records through the subdistrict court (Article 2:24(4) BW).
• In a regular liquidation: whether to object to the account within two months of the announcement.
• Whether an asset was missed, which allows a request to reopen the liquidation (Article 2:23c BW).

What can we do for you with the dissolution of a company?

របស់​យើង ច្បាប់ក្រុមហ៊ុន team advises shareholders, directors, liquidators and creditors on the winding up of Dutch companies, foundations and associations.

• We assess whether a sale, merger, dissolution or bankruptcy filing fits your situation.
• We draft the resolution to dissolve and the KVK filings, including the turbo liquidation documents of Article 2:19b BW.
• We prepare the account and the plan of distribution and arrange the newspaper announcement.
• We handle the dismissal of employees through the UWV or by settlement agreement.
• We file an objection or a request to reopen the liquidation for creditors.
• We defend directors and liquidators against personal liability claims.

សេចក្តីសង្ខេប

• After dissolution the entity continues “in liquidatie” until the liquidation ends (Article 2:19(5)-(6) BW).
• Turbo liquidation is only possible without assets and requires filings within fourteen days (Article 2:19b BW); breach can lead to a director disqualification.
• The liquidator deposits the account and plan of distribution for two months; distribution follows only after the objection period.
• If debts exceed assets, the liquidator must file for bankruptcy unless all known creditors agree otherwise (Article 2:23a(4) BW).
• Records must be kept for seven years, and a liquidation can be reopened if an asset or creditor turns up (Articles 2:24 and 2:23c BW).

សំណួរ​ដែលគេ​ច្រើន​សួរ