Corporate law

When you start a business, there comes a time when you'll wonder what legal structure is best for you. Should you do it as a sole proprietorship, through a legal entity, or form a partnership with others? The most important considerations will be liability, tax treatment, and image. Private legal entities include associations, cooperatives, mutual guarantee societies, public limited companies (NVs), private limited companies (BVs), and foundations. Partnerships include partnerships, general partnerships (VOFs), and limited partnerships (CVs).

If you operate your business as a sole proprietorship, you are personally liable for its debts. Creditors can recover their debts from your entire personal assets. If you are married under community of property, your spouse may also lose their share of the joint assets if the sole proprietorship is seized by creditors. As a sole proprietorship, you pay income tax on the profits earned. Discuss with us how you can limit your liability. We're happy to help.

By using a BV, you are no longer personally liable for your company's debts, but your BV is. A BV is a legal entity. It independently holds rights and obligations. The BV has one or more shareholders and is managed by one or more directors. You can be a managing director and major shareholder (DGA). The shareholders and directors are not personally liable. If the BV goes bankrupt, your assets (your car, your house, your savings) are generally safe. This is only different if you, as a director of a BV, have really messed things up. In that case, you can be held liable. There must be evidence of improper management or mismanagement. An advantage of a BV is that the company can be sold by selling its shares. Therefore, you don't have to transfer all assets and liabilities separately.

A private limited company (BV) pays corporate income tax and possibly dividend tax. The managing director of a BV also pays income tax on their minimum taxable salary and on distributed dividends. A BV has a slightly lower tax burden than a sole proprietorship, but higher costs, partly due to annual financial statement obligations and accounting fees. Starting from a profit of approximately €150,000, it becomes financially attractive to operate the business as a BV.

Let us know if you would like to discuss this further.

If you do business with others, you can organize this collaboration through a joint limited company (BV), where the entrepreneurs each hold a share package in the BV. It's also conceivable to collaborate not through a legal entity, but through a personal partnership. Personal partnerships include partnerships, general partnerships (vof), and limited partnerships (cv). These are not legal entities. They are not independent bearers of rights and obligations. They are agreements between two or more (legal) entities working together.

A partnership is an agreement in which two or more (legal) persons, practicing a profession (e.g., lawyer, accountant, dentist, or medical specialist), enter into a partnership with the intention of sharing the mutually acquired profits. They contribute money, goods, labor, and/or goodwill. In a partnership, each partner is equally liable for the partnership debts. Partnership assets exist, primarily intended for the business creditors.

A general partnership (VOF) is an agreement in which two or more (legal) persons, in the context of conducting a business (for example, a bicycle shop, car dealership, butcher shop, or greengrocer), enter into a partnership with the aim of sharing the profits they jointly obtain. The VOF has separate assets from the partners' assets. Despite its lack of legal personality, the VOF is considered a separate legal entity in society that can participate independently in legal transactions. Each partner is jointly and severally liable for the obligations of the VOF. This means that these obligations also apply to them personally. The VOF's creditors can therefore recover their claims from the partners' personal assets. Furthermore, the VOF's creditors have priority over the partners' personal creditors in recovering the VOF's separate assets.

Besides the general partnership and the general partnership, we also have the limited partnership (CV). Also known as a partnership (or "partnership"), a loan. A CV has a managing partner and limited or silent partners. They only contribute funds. The managing partner is publicly responsible. They are personally and jointly and severally liable for the debts of the CV. The silent partner is only liable for the amount they contributed to the CV, but there are exceptions to this.

If you would like to better understand whether this business structure is most suitable for you, please contact us and we will discuss it together.

A Flex BV is simply a private limited company (BV). It's the most popular legal structure in the Netherlands due to its limited liability and the financial advantages offered by its tax treatment. Following a 2012 amendment to the law that made corporate law more flexible, establishing a BV has become much simpler and more accessible. BVs established after the amendment are colloquially referred to as "Flex BVs."

Before 2012, establishing a private limited company (BV) required a minimum issued and paid-up capital of €18,000. You also had to obtain a certificate of no objection from the Ministry of Justice, which proved time-consuming. It's all become much easier now. You can establish a Flex BV with capital as low as €0.01. However, you do need to visit a notary before incorporation. We're ready to serve you with a cappuccino. We'll save you the hassle of internet browsing and additional legalization fees and can establish a Flex BV for you within three days. We'll also register it with the Chamber of Commerce in one go, offering you peace of mind, reliability, and security.

By establishing one or by taking over the shares of an existing BV.

Establishment

A private limited company (BV) is established by notarial deed. It must be established by one or more adult natural persons or legal entities. The deed of incorporation stipulates that the founder(s) is/are also the sole shareholder(s). The deed of incorporation contains the articles of association. After incorporation, the BV is registered in the Trade Register of the Chamber of Commerce, and the shareholder register is kept at the company's offices.

Purchase and delivery of shares

The acquisition of a private limited company (BV) occurs through the purchase and transfer of all shares in the company's capital. A notarial deed is required for the transfer, as well as for the issuance or pledging of shares in a BV.

The articles of association contain the core of the BV's organization and structure. Regulations can further elaborate on certain topics. Regulations may not conflict with the articles of association. Topics to be addressed in the articles of association include:

The name of the company

The BV bears a name. The founder can choose the name. The provisions of the Trade Name Act apply to the BV's statutory name and any other trade names. This act prohibits, among other things, using a name that is already lawfully used by another person or that deviates slightly from it, with regard to the nature of both businesses and their place of business. This can cause public confusion. Whether this will cause public confusion is difficult to determine in advance. When the BV participates more actively in commercial transactions, the risk of confusion increases. For a BV that only manages assets, the risk of confusion is much smaller.

We recommend checking the Chamber of Commerce website to see if your chosen name for the private limited company (BV), or a similar name, is listed. The Chamber of Commerce may refuse to register a BV in the Trade Register if it appears to already be listed or if the name of a BV bears a strong resemblance to the name of an existing BV.

The goal

The BV has a statutory purpose. The purpose and activities of the BV may not conflict with public order.

The share capital

The articles of association must state the nominal value of the shares, e.g., €1.00 or €10.00. The deed of incorporation must also state the issued and paid-up capital. The shares will be registered; no shareholder certificates will be issued. The shareholder register, which you will receive from us after incorporation, will demonstrate the shareholding structure.

Shares must be paid up in cash. This obligation rests with the founders and they must fulfill it themselves. It is important that the founders can demonstrate that they have fulfilled their obligation. The payment can be made in cash or by transfer to a bank account to be opened in the name of the BV (under formation).

The board

A private limited company (BV) has at least two bodies: the board of directors and the general meeting. The general meeting consists of the shareholders. They have voting rights and are entitled to the profits.

A director is appointed, dismissed and suspended by the general meeting of shareholders, provided that the first director(s) are appointed by the deed of incorporation.

Directors must be of legal age. Legal entities can also be appointed as directors. The articles of association of the legal entity in question must permit this. The board is required to maintain records so that the rights and obligations of the BV can always be known.

Every director is obligated to the BV and third parties to properly perform their duties. A director is personally liable for improper management unless they can demonstrate that they are not seriously at fault and were not negligent in taking measures to avert the consequences of improper management. Serious negligence may arise, for example, if it is established that the director knew or reasonably should have understood that the actions they initiated or permitted would result in the BV failing to fulfill its obligations and would also not provide recourse for the resulting damages. Director liability can also arise under the law. An example of this is the failure to timely report payment defaults to the tax authorities.

When a legal entity is a director, liability rests jointly and severally with those who were directors of the legal entity at the time the liability arose.

Power of representation

Regarding the authority of directors to represent the company, a distinction is made between a director and a managing director. A managing director can independently represent the BV; a director requires the cooperation of a fellow (managing) director.

The board may further appoint proxy holders who, subject to their power of attorney, may represent the BV.

General meeting

The general meeting makes decisions by an absolute majority (50+1), unless the law requires a larger majority. A notary is always involved in the implementation of decisions requiring a larger majority, so they can inform you of this larger majority.

Blocking arrangement

The BV has a so-called "offering clause" as a blocking provision. Under this clause, a shareholder must first offer shares for sale to their fellow shareholders when they intend to transfer them. This pre-emptive right also applies when shares are inherited; the heirs are then obligated to offer the shares for sale.

If the offeror and the interested parties for the shares cannot reach an agreement on the purchase price, it will be determined by an independent expert, binding on both parties. The offeror is entitled to withdraw their offer if they do not agree with the purchase price.

Benefits

This topic applies to the distribution of profits and/or reserves, the distribution of capital in the context of a capital reduction and the distribution of the purchase price when repurchasing shares.

Distributions to shareholders must be assessed by the board of directors based on the BV's specific financial position at the time the distribution is made payable. A distribution requires the board of directors' approval. A resolution by the general meeting to distribute profits has no effect until the board of directors has approved the distribution. The board of directors may only refuse approval if it knows or reasonably should foresee that the BV will be unable to continue paying its debts after the distribution.

To assess whether the BV is able to continue to meet its debts, a distribution test must be conducted. Within this framework, liquidity, solvency, and profitability must be assessed, depending on the specific circumstances within the BV. The distribution must not be detrimental to the BV's continuity. The test applies not only to debts that are due at the time of the distribution, but also to debts that, at the time of the distribution, one should reasonably have foreseen will become due in the near future. The assessment period will initially be one year. However, knowledge of, for example, necessary investments after that period must also be taken into account. If the BV cannot continue to pay its debts after a distribution, the directors who knew or reasonably should have foreseen this at the time of the distribution are jointly and severally liable to the BV for the deficit resulting from the distribution, plus statutory interest from the date of the distribution. The shareholder who received the distribution while knowing or reasonably should have foreseen that the BV would not be able to continue to pay its due debts after the distribution (a shareholder in bad faith) is obliged to compensate the deficit resulting from the distribution, each up to a maximum of the amount of the distribution received by him, with statutory interest from the date of distribution.

Financial year

The BV's financial year can be the same as the calendar year. The first financial year ends at the end of the year of incorporation. It is possible to opt for a long first financial year ending at the end of the following year. If the BV becomes part of a fiscal unity, the financial year must coincide with the financial years of the other companies belonging to that unity.

Annual accounts

The board is required to prepare annual accounts within five months of the end of the financial year. The BV's annual accounts must be approved by the general meeting. This general meeting (the so-called "annual meeting") must be held within six months of the end of the financial year. A "public balance sheet" prepared based on the approved annual accounts must be filed with the Trade Register. Failure to file the public balance sheet on time may result in directors' liability. The BV's books and records must be retained for seven years.

However, it can be beneficial to establish not one but two private limited companies (BVs): a holding company and an operating company. We call this a holding structure. This prevents a higher tax burden, creates a savings and/or pension fund, and, if you sell the shares in the BV, you can use the participation exemption, meaning your profit is tax-free. That saves you a lot of money. We'd be happy to discuss this with you.

Of course. That's possible. However, a notarial deed is required for the transfer of shares. So you'll have to go to the notary. We're happy to handle the share transfer for you. We'll include the title of the legal transaction in the deed of share transfer, for example, purchase, and verify how the seller acquired the shares. We're required by law to include this in the deed. We ensure that the company acknowledges the transfer and that the shareholder register—often referred to as "Jantje's notebook"—is kept up to date. If the BV turns out to be a so-called Article 4 entity as referred to in the Dutch Transfer Tax Act, we can advise you on how to avoid transfer tax. To properly prepare the share transfer, we would appreciate receiving:

• A copy of the deed of incorporation
• A copy of the latest deed of amendment to the articles of association
• A copy of the deed by which the selling shareholder acquired the shares to be sold
• The original shareholder register
• Statement of the purchase price and a balance sheet of the company from which the purchase price for the shares follows and how the purchase price will be paid
• Indication of whether any guarantees are required by the buyer from the seller
• A copy of a shareholders' agreement if one exists

Yes, that's possible, and it happens quite often. A notarial deed is required for pledging shares. So you'll need to go to a notary. We're happy to establish the pledge for you. We'll include the title of the legal act in the share pledge deed, for example, the loan agreement as additional security for which the pledge is established. We'll also verify how the pledgor acquired the shares to be pledged. We're required by law to include this in the deed. We'll ensure that the company acknowledges the pledge and that the shareholder register—often referred to as "Jantje's notebook"—is kept up to date. To properly prepare the share pledge, we would like to receive:

• A copy of the deed of incorporation
• A copy of the latest deed of amendment to the articles of association
• A copy of the deed by which the pledgor acquired the shares to be pledged
• The original shareholder register
• Indication of whether any guarantees are required by the buyer from the seller
• A copy of the loan agreement

A notarial deed is required for the issuance of shares. This means you'll need to go to a notary. We're happy to handle the issuance for you. In the issuance deed, we'll refer to the resolution to issue shares adopted by the general meeting. We'll ensure that the shareholder register—often referred to as "Jantje's notebook"—is updated accurately. To properly prepare for the issuance of shares, we would appreciate receiving:

• A copy of the deed of incorporation
• A copy of the latest deed of amendment to the articles of association
• The decision to issue
• The original shareholder register
• Statement of the issue price purchase price
• Indication of whether any guarantees are required by the buyer from the seller
• A copy of a shareholders' agreement if one exists

It's not nice when others know more about you than you'd like. The Chamber of Commerce is an open book, and who knows who, and with what motives, is rummaging through that public information. For example, you're obligated to identify yourself as the sole shareholder. This is often undesirable, and it can also jeopardize your safety. An anonymity structure can help in this situation. You create this structure by separating legal and economic ownership. We call this certification. You can also do this for other valid reasons. For example, if you want the economic rights to be transferred to one party but consider it appropriate for an independent board to exercise control. We see this frequently in family relationships. With certification, you transfer shares for the purpose of administration to an established trust office foundation, which, in return for the acquisition of those shares, issues an equal number of share certificates. The trust conditions stipulate the terms of certification and, for example, the conditions for the transfer of certificates. It's important that the trust office foundation has an independent board. Legal authority then rests with the foundation's board, while the certificate holders are economically entitled to the certificates. They are entitled to dividends and liquidation distributions. However, the board of the AK foundation is in charge.

Not only shares, but often also art or a family home are certified. Certification prevents family members from clashing during the division of the inheritance if, for example, all heirs have their sights set on that one painting. By transferring the painting to a foundation administration office and gifting each heir an equal number of certificates, you can avoid a lot of hassle. Taxation also plays a major role here. Works of art are not subject to tax. There is an exemption for art in Box 3. Certificates, on the other hand, can be taxed. But by donating certificates in phases, you can save on gift and inheritance tax.

Yes. A notarial deed is required for the issue, delivery, and pledging of share certificates. This means you'll need to go to a notary. We're happy to handle the issue, transfer, or pledging of the certificates for you. We'll include the title of the legal transaction in the deed, for example, a purchase, and verify how the certificates to be transferred were acquired. We're required by law to include this in the deed. We ensure that the shareholder register—often referred to as "Jantje's notebook"—is kept up-to-date. If the BV turns out to be a so-called Article 4 entity as referred to in the Dutch Transfer Tax Act (Wet op belasting van rechtsverkeer), we can advise you on how to avoid transfer tax. To properly prepare the transfer, issuance, or pledging of certificates, we would appreciate receiving:

• A copy of the company's deed of incorporation
• A copy of the latest deed of amendment to the company's articles of association
• A copy of the deed of incorporation of the foundation administration office
• A copy of the latest deed of amendment of the articles of association of the foundation administration office
• A copy of the deed whereby the shares were transferred for the purpose of administration to the foundation administration office and in return for which this foundation issued share certificates to the certificate holder
• The original shareholder register/certificate holder register
• Statement of the purchase price and a balance sheet of the company from which the purchase price for the certificates follows and how the purchase price will be paid
• Indication of whether any guarantees are required by the buyer from the seller
• In case of pledging the loan documentation

A foundation is a legal entity that has no members and must be established by notarial deed. The foundation's purpose indicates how it can participate in legal transactions. A foundation can maintain a business. The foundation may not make distributions to its founders or to those who are members of its bodies, nor to others, unless these are payments for a non-profit or social purpose. The foundation's purpose may not be exceeded. The foundation must be established by one or more adult natural persons or legal entities. The foundation's board must consist of at least one adult natural person or legal entity. A founder is not required to also become a director. When a legal entity becomes a founder or director, its purpose must permit this. The foundation has one body: the board.

The deed of incorporation contains the articles of association. The articles of association contain the core of the foundation's organization and structure. Regulations can further elaborate on specific topics. Regulations may not conflict with the articles of association.

Depending on the foundation's activities, it may be subject to corporate income tax. A foundation may also be subject to indirect taxes (e.g., VAT). After the foundation is established, you will receive further information about this from the tax authorities.

The articles of association state:

• The name of the foundation with the word foundation as part of the name
• The municipality where it has its registered office
• The purpose of the foundation
• The method of appointment and dismissal of the directors
• The destination of the surplus after settlement

The advantages of a foundation are:

• Legal personality
  A foundation is an independent bearer of rights and obligations and can participate in legal transactions.
  
  
• The profit distribution ban
  There is no customary salary scheme. Directors can award themselves a salary.
  
  
• Flexibility
  Any type of activity can be included under the purpose of a foundation.
  
  
• Association and perception
  A foundation has a good reputation and is associated with charities. This isn't always justified.
  
  
• Structuring
  Foundations are often used within a corporate structure. The foundation does not make a profit. Profits go to a contractual partnership. After all, the foundation has no members or shareholders. Liability, however, remains with the foundation.

An association is a legal entity with members that serves a specific purpose. An association must be established by two or more persons. The association's purpose indicates how it can participate in legal transactions. An association can operate a business. An association may make a profit. However, profits may not be distributed to the members. The profits made must benefit the business's purpose. The purpose may not be exceeded. The association's board must consist of at least one adult natural person or legal entity. When a legal entity becomes a founder or director, its purpose must permit this. Because the law stipulates that an association is dissolved automatically due to the complete absence of members, it must be established that the association has had at least one member since its inception. The association has two bodies: the board and the general meeting. The general meeting consists of the members. The general meeting has the ultimate authority over the association.

The deed of incorporation contains the articles of association. The articles of association contain the core of the association's organization and structure. Regulations can further elaborate on specific topics. Regulations may not conflict with the articles of association.

Depending on the association's activities, it may be subject to corporate income tax. An association may also be subject to indirect taxes (including VAT).

The articles of association state:

• The name and municipality where it has its registered office.
  The association's name must be sufficiently distinctive from the names of existing associations or other legal entities. If the association operates a business, the provisions of the Trade Name Act apply. This Act prohibits, among other things, the use of a name that is lawfully used by another or that deviates only slightly from it. This is related to the nature of both businesses and their location, in order to prevent public confusion between the businesses. The rules of the Trade Name Act can serve as a guideline for assessing the admissibility of the name of an association that does not operate a business. We recommend checking the Chamber of Commerce website to see if your chosen association name or a similar name appears. The Chamber of Commerce may refuse to register an association in the Trade Register if it appears that the association's name appears in the Trade Register or if it appears that the association's name bears a strong resemblance to the name of an existing association or other legal entity.

• The goal
  The association's purpose and activities may not conflict with public order. The association's purpose may not include making profit distributions to its members. Profit-making itself is not prohibited. Profits may, for example, be used to achieve the association's purpose.
  
• The obligations that members have towards the association.
  
• The method of convening the general meeting.
  
• The method of appointment and dismissal of directors.
  The directors are appointed and dismissed by the general meeting. The general meeting also determines the number of directors. Each director is obligated to the association and third parties to properly perform their duties. A director is personally liable for improper management unless they can demonstrate that they are not seriously at fault and have not been negligent in taking measures to avert the consequences of improper management. Serious negligence may arise, for example, if it is established that the director knew or reasonably should have understood that the actions they initiated or permitted would result in the association failing to fulfill its obligations and would also not provide redress for the resulting damage. When a legal entity is the director, liability rests jointly and severally with those who were directors of the legal entity at the time the liability arose.
  
• The destination of the positive balance.

An association established by notarial deed must be registered with the Chamber of Commerce's trade register after its incorporation. The directors must also be registered, with their authority to represent them. Until the association is registered with the trade register, each director is jointly and severally liable with the association for any legal act by which they bind the association.

The association can always be represented by the board (all directors jointly). The articles of association can also stipulate that the association can be represented by each director individually or only by two directors acting jointly. Combinations are also possible, for example, the chair of the board is authorized to represent the association independently, while the other directors are only authorized jointly. The board is authorized to grant power of attorney to one or more directors and to third parties.

Yes. The board is required to maintain records so that the association's rights and obligations can always be known. The board is required to convene a general meeting annually within six months of the end of the financial year and to report to it on the association's affairs and the policies pursued during the past financial year. At this meeting, it also submits the balance sheet and the statement of income and expenditure it has drawn up for approval to the general meeting. The association's books and records must be retained for seven years.

That depends. Every association has legal personality. Every association is an independent bearer of rights and obligations and can participate in legal transactions. We distinguish between associations with full legal personality and associations with limited legal personality. An association with full legal personality is established by notarial deed. So, for that, you have to go to a notary. You know you're welcome with us. You can establish an association with limited liability yourself and register it in the trade register of the Chamber of Commerce.

A key difference is that as a director of an association with limited legal personality, you are personally liable for any debts the association may incur. If you choose to establish an association with full legal personality through a notary, you are generally not personally liable for any debts the association may incur.

If the association wishes to acquire registered property (including real estate), the authority to do so must be explicitly stated in the articles of association. This also applies if the association wishes to act as guarantor or jointly and severally liable for the obligations of third parties. The board may only enter into these legal transactions with the approval of the general meeting. Without this approval, the board cannot legally bind the association.

If the association wishes to be able to have heirs, this must be explicitly stated in the articles of association.

A cooperative, usually called a co-op, enters into agreements with and on behalf of its members. The association focuses on collaboration. Well-known examples include farmers purchasing agricultural machinery for shared use and supermarkets purchasing products collectively. Establishing a cooperative requires a notary. The cooperative is by and for the members, with the goal of achieving economic benefit. This need not be solely profit-making, but can also include cost savings or other advantages, such as the ability to generate sustainable energy.

Yes, the articles of association must be amended by notarial deed. We have numerous scripts, checklists, and templates for this. It's therefore wise to involve us early on, for example, when drafting an agenda, issuing the notice of meeting, or taking minutes. We're happy to assist you with this as well. If this preliminary phase isn't properly organized or executed, an amendment to the articles of association may have to be postponed or cancelled, and you'll have to go back to the board, shareholders, or members. You don't want that.

Yes, that's possible. We call that a merger. We recognize three types of mergers: stock mergers, corporate mergers, and legal mergers.

In a stock merger, the shares of the merging companies are exchanged. Shareholders receive a shareholding in each other's company.

In a business merger, the company's assets and liabilities are transferred. The difference with a share merger is that the assets and liabilities are transferred, not shares. For contractual obligations and liabilities, creditors' consent is required to assume the obligation.

In a legal merger, the assets of one or more legal entities are transferred to the acquiring legal entity under universal title. The acquiring legal entity legally replaces the disappearing legal entity. The major advantage of a legal merger over a business merger is that the assets of all disappearing companies are transferred by operation of law. For this reason, a legal merger is used to quickly and easily reorganize within a group.

The steps to achieve a legal merger are as follows:

1. The boards of the legal entities to be merged draw up a merger proposal.
2. All directors involved sign the merger proposal. If a signature is missing, the reason is stated.
3. The boards prepare an explanatory memorandum. This explanatory memorandum describes the expected legal, economic, and social consequences.
4. The boards of directors file the merger proposal with the Chamber of Commerce, together with the last three approved annual accounts.
5. The proposed merger is announced in a nationally distributed newspaper.
6. Creditors have one month from the date of the announcement to file an objection.
7. One month after the announcement, the shareholder resolution to merge is taken.
8. Within six months of the announcement, the merger will be realised by passing the notarial deed of merger.
9. Within eight days of the passing of the merger deed, the merger must be registered in the trade register of the Chamber of Commerce.

The steps do, however, require a precise procedure with strict and strict deadlines. It's therefore crucial to plan a proposed merger properly and promptly and to execute it carefully. We regularly deal with this and are happy to guide you.

Certainly. The counterpart to a legal merger is a legal demerger. There are two forms of legal demerger: a pure demerger and a spin-off.

A pure demerger is a legal act in which the assets of one legal entity are acquired by two or more other legal entities under universal title. The legal entity whose assets are transferred ceases to exist upon the demerger.

In a spin-off, the assets, or part of them, are transferred to one or more acquiring legal entities. However, the demerging legal entity remains in existence.

There's also the possibility of a so-called "conflict demerger." This is a pure demerger in which a single legal entity with two or more shareholders is split into several companies, each with one shareholder. Such a demerger also offers the opportunity to incorporate a holding company structure into an existing legal structure.

Just like with a legal merger, in a legal demerger, the assets of the demerging entity are transferred to the acquiring entity under universal title. Therefore, the various assets that together form the assets do not need to be transferred separately. Furthermore, the transfer does not require the cooperation of creditors or contracting parties.

A demerger is subject to a statutory procedure, which is described in Articles 334a through 334ii of Book 2 of the Dutch Civil Code. This procedure includes the preparation of a demerger proposal, which must be filed with the Commercial Register. The demerger must be executed by notarial deed, and safeguards must be in place for the benefit of creditors of the demerging company. Once all legal requirements have been met, the demerger deed can be executed. The demerger takes effect the day after the demerger deed is executed.

Although the legal procedure entails a number of obligations that take some time to comply with, demerger can be a way to restructure a group or find a solution to disputes between shareholders.

You can, of course, sell or merge a successful private limited company (BV). However, if a BV is no longer viable or profitable, if it's inactive, if a pension fund (stamrecht BV) has run out, or if you want to clean up your corporate structure, you, as a managing director, can decide to dissolve the BV and then liquidate it. Debts usually need to be settled and receivables need to be collected. We are happy to guide you through a liquidation, which takes approximately two and a half months, and we can also offer you the faster turbo liquidation option.

If there are assets upon dissolution, a liquidation must take place. The legal entity then continues to exist until the liquidation is completed. If the legal entity has no assets at the time of dissolution, it ends immediately. If the legal entity is dissolved, but there are subsequently discovered assets, the liquidation can be reopened. The legal entity is then revived solely for the purpose of completing the liquidation. Any interested party can submit a request to the court to reopen the liquidation. The directors of the dissolved company are the liquidators of the legal entity's assets. If the company's articles of association so stipulate, other persons can also be liquidators. This is up to you. If there is no liquidator, one will be appointed by the court. This is done at the request of any interested party or at the request of the Public Prosecution Service.

A private limited company (BV) can be dissolved by a resolution of the general meeting of shareholders. The articles of association usually require a special majority vote for such a resolution. The dissolution takes effect at the time the resolution is passed, or at a future date. A resolution to dissolve is always irrevocable and therefore cannot be reversed. The dissolution of a legal entity must be reported to the Trade Register. The dissolution of a legal entity does not always automatically mean that the legal entity has ceased to exist. The dissolved legal entity continues to exist if this is necessary for the liquidation of its assets. During this liquidation, current affairs are settled, receivables are collected, debts are paid, and inventory is sold. The liquidation is carried out by one or more liquidators. These are usually the same persons as the directors.

The words "in liquidation" must be added to all documents after the legal entity's statutory name. If, after payment of all debts, any assets of the dissolved legal entity remain, the liquidators must, in principle, distribute this surplus to the shareholders. The liquidation must be filed with the Chamber of Commerce. In all cases, the liquidators must also announce, through an advertisement in a national newspaper, where and until when the BV's books and records will be available for inspection by interested parties.

Turbo liquidation is the accelerated dissolution and dissolution of a private limited company (BV). Sometimes a BV has been inactive for years. In that case, the BV's balance sheet is empty. There are no assets or liabilities. In that case, a turbo liquidation can take place. Turbo liquidation is not possible in all cases. However, there are a number of do's and don'ts . In the event of a turbo liquidation, we can dissolve the BV within five business days through our personalized and accelerated turbo liquidation service. We offer you peace of mind, reliability, and security. If you would like us to help you, please let us know.