Dormant Dutch BV: annual accounts until it is dissolved

The short answer

Yes: a Dutch BV without activity must still prepare, adopt and file annual accounts every year until it is dissolved. A dormant BV is usually a micro entity, so it files only a short balance sheet. Closing it by turbo liquidation requires that it has no assets left and that, within fourteen days, a balance sheet, income statement and explanation are filed (art. 2:19b DCC).

Updated 30 October 2026

Key facts

No turnover does not mean no duty

The duties attach to the legal entity, not to its business. Even with no customers, the board keeps records (art. 2:10 DCC), prepares annual accounts, has them adopted by the general meeting and files them within eight days and within twelve months after year end (art. 2:394 DCC). KVK's guidance says the filing obligation lasts until the legal entity is dissolved. The corporate income tax return is a separate duty with the Tax Administration, and ignoring its reminders for a year is itself one of the grounds on which KVK can dissolve the company.

A dormant BV almost always meets the micro criteria, so it prepares a short balance sheet and profit and loss account and files only the balance sheet (art. 2:395a(8) DCC); see the micro-entity guide. A BV formed recently takes its class from its first balance sheet date (art. 2:398(1) DCC).

What the accounts of a dormant BV look like

A fictitious BV was incorporated in 2022 for a project that never started. The founder paid €100 for the shares, which sits in the bank account, and has personally paid every cost since then (registered office, bank fees, an accountant's help), €1,800 a year from 2022 to 2025. The BV owes those amounts to the founder.

The 2025 profit and loss account shows other operating costs of €1,800 and a loss of €1,800. With negative equity, the board must consider whether the BV can continue. If there is a material uncertainty about going concern, even a micro entity adds information so the accounts are not misleading (art. 2:362(4) DCC; RJk M1.202), and from financial year 2026 that information is also filed (RJk M1.401). A written confirmation from the founder that the loan will not be called while the BV exists may remove that uncertainty; the judgement is the board's.

What happens if nobody files

The usual sanctions apply: missing the twelve-month deadline is an economic offence, and if the BV ever goes bankrupt the late filing creates the presumption of art. 2:248(2) DCC against its directors; the late-filing guide explains both. A dormant BV adds a third risk: KVK dissolves a BV by decision when at least two of four circumstances exist (art. 2:19a(1) DCC):

• for at least a year no directors are registered, or every registered director has died or cannot be reached at either the address in the register or the address in the population register;
• the BV is at least a year in default with filing its annual accounts;
• for at least a year it has not responded to a reminder to file a corporate income tax return;
• it cannot be reached at its registered address and has not updated the register.

KVK announces its intention by registered letter to the company and its directors and dissolves after eight weeks unless the grounds disappear (lid 3–4). Dissolution by KVK does not erase earlier filing failures, and if the BV still has assets, a liquidation follows, with KVK as liquidator if no one else can be appointed (lid 7).

Closing a dormant BV properly

If the BV has no assets left at the moment the general meeting resolves to dissolve it, it ceases to exist at once (art. 2:19(4) DCC), commonly called turbo liquidation (turboliquidatie). If assets remain, a normal liquidation is needed. Turbo liquidation comes with filing duties of its own:

Als de rechtspersoon is ontbonden overeenkomstig artikel 19 lid 1 onderdeel a en gelijktijdig heeft opgehouden te bestaan als bedoeld in artikel 19 lid 4, deponeert het bestuur binnen veertien dagen na de ontbinding bij de registers waar de rechtspersoon is ingeschreven: […]

Unofficial translation of the opening words: if the legal entity has been dissolved by resolution and has simultaneously ceased to exist, the board files with the registers within fourteen days after the dissolution the following documents. The article then lists: (a) a balance sheet and a statement of income and expenditure for the financial year of dissolution, and for the previous year if no annual accounts for it have been published yet; (b) a description of why there are no assets and, where applicable, how assets were realised and the proceeds distributed and why creditors were left unpaid; and (c) any earlier annual accounts that should already have been published under art. 2:394(3), with the auditor's report where one was required. The board then informs the creditors in writing (lid 2).

Missing these filings is an economic offence, and the court can impose a directorship ban at the request of the Public Prosecution Service if creditors were left unpaid and the filings were not made (art. 2:19c DCC); KVK's guidance mentions a ban of up to five years. If a creditor or asset surfaces later, the court can reopen the liquidation (art. 2:23c DCC).

In the example, the BV uses its €100 to repay part of the founder's loan, so no assets remain. The general meeting resolves to dissolve on 16 November 2026. By 30 November 2026 the board files the 2026 balance sheet and income statement up to dissolution (the 2025 accounts were already filed in June 2026) and an explanation: the project never started, and the founder, the only creditor, accepts that the rest of the loan stays unpaid. The founder is informed in writing, which is a formality here but not when outside creditors exist.

A dormant BV in Jaarrekening.io

For the yearly accounts of a dormant micro BV, Jaarrekening.io prepares the short balance sheet and profit and loss account for adoption and a publication version with only the balance sheet. It has no workflow for the dissolution filings of art. 2:19b; those you prepare with your adviser. The first set of annual accounts in an account is free; each further micro set costs €250 excluding VAT, once per financial year. The annual accounts are prepared in Dutch and the application files nothing with KVK.

Sources

• Dutch Civil Code, art. 2:19 (in Dutch)
• Dutch Civil Code, art. 2:19a (in Dutch)
• Dutch Civil Code, art. 2:19b (in Dutch)
• Dutch Civil Code, art. 2:394 (in Dutch)
• KVK: when to file annual accounts
• KVK: fast-track liquidation

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