Procedures on De-registration and Liquidation in The Netherlands

Country-wise procedures of dissolution liquidation for foreigner-owned company

NL-dnl-005
What is the logic behind the deregistration and liquidation process of a foreign-owned company in The Netherlands?
The dissolution and liquidation procedures in each country may seem very complicated and difficult to understand at first glance.

When a foreign-owned company is established in the Netherlands, it needs to register with the Dutch Chamber of Commerce.
After the company is established, obtains a Dutch legal number (Legal Entity Identifier, LEI), which is a unique identification number used for financial transactions and regulatory reporting.
In contrast, when you decide to close your company, you also need to declare it to the Chamber of Commerce.

After the approval of the Dutch Chamber of Commerce,
Register for tax with the Dutch Tax and Customs Administration (Belastingdienst) and obtain an income tax number.
Then apply for a Dutch VAT number and an EU VAT number from the Dutch tax authorities.
Depending on the nature of your business, you may need to obtain a business license or permit for your specific business.
Finally, you need to obtain a Dutch social insurance number (SOFI number) from The Social Security Office (Sociale Verzekeringsbank, SVB) to participate in the social insurance plan and finally open a bank account.

Conversely, when closing a business,
Report the company’s liquidation to the Dutch tax authorities and complete the relevant tax procedures.
Finally, the relevant agencies need to be notified to cancel the income tax number, the Dutch VAT number and the EU VAT number, the business license or permit for the specific business, the social insurance number of the employee, and the cancellation of the bank account.

In addition to the cancellation of various certificate numbers, when a foreign-funded company is dissolved, it is necessary to appoint a Liquidator to supervise the procedure, evaluate and value the company’s assets and liabilities, pay off outstanding debts and obligations, and sell the company’s assets, according to Statutory priorities distribute proceeds of sale to creditors and shareholders.

You will need to prepare Final Financial Statements showing the financial position of the company at the date of dissolution. These statements are usually included in the liquidation report. Then prepare a Liquidation report detailing the liquidation process and financial transactions so that it can be completed.

NL-dnl-010
What are the necessary procedures for dissolving a foreign-owned subsidiary in the Netherlands?

1. Board resolutions and shareholder decisions:
   The decision to dissolve a foreign-owned subsidiary is usually determined by a resolution passed by the company’s board of directors and shareholders. These decisions may require majority approval of shareholders.
2. Appointment of liquidator:
   In order to oversee the dissolution process, a liquidator needs to be appointed. The liquidator can be a director of the company or a member of an external professional body. The main responsibilities of a liquidator are to manage the company’s liquidation process, dispose of assets, pay debts and distribute remaining assets.
3. Notify the Dutch Chamber of Commerce:
   The company must formally notify the Dutch Chamber of Commerce of its decision to dissolve. This will trigger the formal process of dissolution of the company.
4. Asset valuation:
   The company’s assets need to be valued, both tangible and intangible assets. This valuation process determines the market value of assets for sale or transfer in a liquidation process.
5. Disposal of assets & settlement of debts:
   The liquidator will dispose of and sell the company’s assets. Proceeds from the sale are typically used to pay down debt and distribute to shareholders.
   Foreign-owned subsidiaries are required to repay all outstanding debts, including debt, taxes and other financial liabilities. The liquidator is responsible for ensuring that all outstanding obligations are properly dealt with. Notification to Creditors and Other Stakeholders: You may need to notify your company’s creditors and other relevant stakeholders so that they have an opportunity to raise unresolved claims or disputes.
6. VAT declaration
   If your company is registered as a VAT payer, you may need to submit a final VAT return. This return should take into account any outstanding VAT liabilities or refunds.
7. Employees’ employer’s social insurance declaration
   Depending on the circumstances of the subsidiary, additional documents or oaths may be required, including information about the company’s employees, payroll taxes, and other tax matters.
8. The shareholders’ meeting approves the liquidation report:
   The liquidator is required to prepare a liquidation report detailing the liquidation process, the disposition of assets and debts, and a final plan for the distribution of funds. This report usually needs to be submitted to the company’s shareholders for approval.
   Shareholders may need to be involved in the liquidation process, particularly with regard to the approval of the liquidation report. Shareholders’ meetings usually require majority approval.
9. Report tax settlement to the tax bureau:
   Dissolving a foreign-owned subsidiary may involve tax procedures, including final corporate income tax filings to ensure that all tax obligations have been properly addressed.
10. Relevant certificate number cancellation procedures
    Report the company’s liquidation to the Dutch tax authorities and complete the relevant tax procedures. Finally, it is necessary to notify the relevant agencies to cancel the income tax number, the Dutch VAT number and the EU VAT number, the business license or license for the specific business, the employee’s social insurance number, and the cancellation of the bank account.
11. Deregistration procedure of the Dutch Chamber of Commerce:
    Once the liquidation process is complete, a deregistration procedure must be carried out, including submitting the necessary documents to the Dutch Chamber of Commerce to ensure that the company is officially deregistered and no longer a legal entity.
    

    Submit

    https://business.gov.nl/ending-your-business/closing-down-your-business/dissolution-of-a-legal-entity/

NL-dnl-020
What are the documents that need to be submitted to the tax office and other government competent units when dissolving a company in The Netherlands?
When dissolving a company in the Netherlands, there are specific documents that need to be submitted to the tax office (Belastingdienst).
These documents are important to ensure that all tax-related matters are properly addressed as part of the dissolution process.
Here are some of the key documents that may need to be submitted:

6. To Tax Office (Belastingdienst)
Final VAT Return: If your business is registered as a VAT payer, you may need to file a final VAT return. This return should take into account any outstanding VAT liabilities or refunds.

7. To Social Security Office (Sociale Verzekeringsbank, SVB)
Other Documents: Depending on the subsidiary, other documents or affidavits may be required, including information about the company’s employees, payroll taxes and other tax matters.

9. To Tax Office (Belastingdienst)
Tax Clearance Certificate, before the dissolution process is complete, you may need to obtain a Tax Clearance Certificate to confirm that all outstanding taxes have been settled. This is usually one of the steps required by the tax office.
You will need to prepare Final Financial Statements showing the financial position of the company at the date of dissolution. These statements are usually included in the liquidation report. Then prepare a Liquidation report detailing the liquidation process and financial transactions so that it can be completed.
In order to obtain the tax clearance certificate, you need to complete and submit all necessary tax returns and settle all tax liabilities up to the dissolution date.
https://business.gov.nl/regulation/tax-settlement/
10. Apply for certificate number cancellation to each unit:
Documents required by each unit.

11 To the Dutch Chamber of Commerce
Once the liquidation process is complete, a deregistration procedure must be carried out, including submitting the necessary documents (includes Final Financial Statements and Liquidation report) to the Dutch Chamber of Commerce to ensure that the company is officially deregistered and no longer a legal entity.
Relevant form for dissolution of a company is as follow:
https://production-site-en.kvk.bloomreach.cloud/binaries/content/assets/kvkwebsite-en/categorie/deregistration/17a-dissolution-of-a-company-legal-entity-or-partnership.pdf