Must I still prepare annual accounts if the BV is dissolved?

Short answer

Complete open financial years before dissolution. If the BV is dissolved with assets, it continues to exist for winding up and an account is needed.

Basis: art. 2:19 and 2:23b DCC

When does the BV legally cease to exist?

Dissolution does not always end the legal entity immediately: as long as winding up is needed, it continues to exist for that purpose. Assess per financial year which bookkeeping and publication obligations are still open. The KVK advises filing before actual dissolution is completed.

A dissolution resolution and the end of the legal entity do not always fall on the same day. If there are still assets, the BV generally continues to exist for winding up until that is completed. During that period, existing bookkeeping and publication obligations may continue. The KVK advises filing the annual accounts before the entity is wound up. Therefore note the date of the last financial year, the dissolution resolution and the date on which the BV actually ceases to exist. A later deregistration is not a way to make an earlier financial year disappear from the Business Register.

What reporting belongs to a winding up?

The liquidator prepares an account and statement of the winding up, and, where a distribution is made to several entitled persons, also a distribution plan.

The liquidator makes an account and statement for the settlement. If there are several persons entitled to a surplus, a distribution plan may be needed. A closing balance sheet with €10,000 bank, €3,000 outstanding liabilities and €7,000 remaining equity shows which amounts must be paid or distributed, but does not automatically replace the winding-up documents. Also check whether creditors can come forward and which publication or inspection steps belong to the chosen route. A turbo liquidation (turboliquidatie) without assets follows different additional information duties than an ordinary winding up.

What must you complete before deregistration?

If the legal entity has no assets on dissolution, it can cease to exist without winding up. Additional information duties may apply to a turbo liquidation; the records must still be kept for at least seven years after dissolution.

Make an archive package with the last annual accounts, returns, bank statements, contracts and resolutions. Appoint a custodian of books and records; according to the KVK, the records must be kept for at least seven years. Before termination, check whether overdue financial years can still be filed via the normal route. After dissolution, the KVK filing route may differ: for micro and small entities it then mentions SBR, not the ordinary Zelf Deponeren portal. Include such practical consequences in the order of the settlement. Have a tax or legal expert look along when liabilities, assets or disputes are unclear.

Which documents differ per termination route?

In an ordinary winding up, the liquidator takes stock of assets and liabilities, pays creditors and renders an account. An outstanding loan to a shareholder of €25,000 is a possible asset and may not be ignored because the bank account is almost empty. In a turbo liquidation without assets, other rules and additional documents apply. Therefore first check whether there really are no assets left. Record the dissolution resolution, any distribution and the details of the custodian. The last annual accounts and the winding-up documents serve different purposes; do not automatically use one document as a replacement for the other.

Before deregistration, check the filings of all open years and the tax returns. The KVK warns that after dissolution the usual Zelf Deponeren route for micro and small entities is no longer available; a route may still exist via SBR. That practical limitation is a reason to plan the order carefully. Afterwards, keep the records for at least seven years and note where they are accessible to former directors, shareholders and competent authorities. A vanished software account could otherwise make evidence of debts or payments inaccessible. Ask for advice on unclear creditors or assets before you choose a route.

Sources

• KVK: final deadline and dissolved legal entity
• KVK: dissolving and deregistering a legal entity

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