Dutch legal business structures
What issues should I consider in order to set up and develop a business?
What are the fundamental requirements that I will need to comply with in starting a business?
How can I choose the legal form or business structure for my company?
Are there any entities that can give support for starting a business?
Can I change the legal form of my company?
How do I terminate/dissolve my company?
For various reasons the time may come, or you may decide to stop with your business. You may wish to close down or sell, or find yourself facing bankruptcy. It is also good to know what happens in case of your death, or succession within the family.
You have to settle your debts, follow the rules on dismissal if you have employees and you will have to file a final tax return.
- Debtors can be granted a six month statutory grace period for paying back their debt. This has to be done by the court. Keep in mind that the court doesn’t always grant this. During that time creditors cannot claim any money or confiscate any goods. If you cannot to pay your debts any more and you have an Eenmanszaak or are partner in a partnership , you are personally liable for your business’s debts. You can appeal to your municipality for debt restructuring. If this fails you can appeal to a court for debt restructuring. For more information: business.gov.nl/regulation/debt-restructuring/
- If you have employees you are expected to follow dismissal procedures. There are various dismissal procedures that you should familiarize yourself with.
- Finally, you will have to file a final tax return. Settling your tax obligations may vary depending on how/why the business is being terminated, whether it is closing down, being sold, or whether it is an issue of family succession or death or divorce.
You have to report the end of your business to the Chamber of Commerce (KvK) which will pass on the information to the Belastingdienst (tax office). They will send you a written confirmation. In case you do not receive it, you need to inform them yourself. For more detailed information about closing your business check the website of the KvK.
You must also:
- close the accounts of your discontinued business
- file the annual reports and accounts up to and including the cessation date as soon as possible
- make a final calculation and submit a final VAT return
You need to send in final tax returns for all relevant taxes, such as income tax, VAT or any other type of tax. If you have built up a retirement reserve, you need to settle that with your income tax. If you withdraw goods from your business for private use, you must pay VAT on these goods.
Selling your business
If you transfer your business (or a part of your business), you must calculate the discontinuation profit (stakingswinst) and pay income tax on that amount. As well as being relevant for income tax, wage tax and VAT purposes, selling your business may also have capital gains tax consequences or affect social insurance benefits.
For further details visit the Dutch government website: