Closing down a BV: dissolution, winding up or quick liquidation
Written by Ilias Aarrass6 min read · Published on · Last reviewed on 
In short
You close a BV with a shareholders' dissolution resolution and a notification to the KvK. If the BV is empty it ceases to exist immediately through quick liquidation; if assets remain, a winding up follows, and what you receive above the paid-in capital is taxed in box 2 in 2026 at 24.5 per cent up to € 68,843 and 31 per cent above.
- Quick liquidation is only possible if the BV has no assets at all, including receivables.
- With quick liquidation you file the dissolution resolution, balance sheet and statement of income and expenses with the KvK.
- The BV files a final corporate income tax return up to the closing date.
- The records must be kept for at least seven years afterwards.
A BV keeps existing until you formally close it, even if it has had no turnover for months. As long as it is in the Business Register, VAT and corporate income tax returns keep coming and your annual filing obligation continues. Closing happens in two steps: first dissolution, then settling the financial position. If nothing is left, you can use a quick liquidation (turboliquidatie); if the BV still holds money or assets, a formal winding up follows. This article explains how both routes work, what you settle for tax purposes, what it costs and how long you keep the records afterwards.
Step 1: the dissolution resolution
The shareholders resolve to dissolve the company at a general meeting. If you are the sole shareholder, you take that decision alone and record it in writing, signed by the directors. The resolution states the dissolution date, usually the date of the resolution itself. You do not need a notary for the dissolution.
After dissolution the BV may not start any new activities. It only exists to wrap up current affairs. If you have a holding above your operating BV, first read holding structure: why and when, because the order in which you close them makes a tax difference.
Quick liquidation or winding up
If the BV has no assets at all at the moment of dissolution, by law it ceases to exist immediately. That is quick liquidation. Note: money still to be received counts as an asset, as does an outstanding current account balance you owe the BV. If the BV still has assets, a formal winding up follows.
| Quick liquidation | Winding up | |
|---|---|---|
| Condition | No assets left on the dissolution date | There are still assets to distribute |
| Documents for the KvK | Dissolution resolution, balance sheet and statement of income and expenses | Final accounts and, where needed, a distribution plan |
| Duration | Online usually processed within a few days | Several months, with a newspaper notice and two months open for inspection |
Settling corporate income tax and box 2
The BV files a final corporate income tax return up to the closing date. If the BV sells assets, or you take over the car or laptops, that happens at market value. The difference with the book value is profit on which the BV still pays corporate income tax: 19 per cent up to € 200,000 and 25.8 per cent above that.
Whatever remains after all debts are paid, the BV distributes to you. That liquidation distribution is income from a substantial interest for you, insofar as it exceeds the capital you originally paid in. In 2026 the box 2 rate is 24.5 per cent up to € 68,843 and 31 per cent above that.
Worked example: liquidation distribution of € 80,000
- Distribution after debts and final corporate tax
- € 80,000
- Less paid-in capital
- € 100, so € 79,900 box 2 income
- 24.5% on € 68,843
- € 16,867
- 31% on € 11,057
- € 3,428
Result: You pay around € 20,295 income tax in box 2 and keep roughly € 59,700. If you spread the distribution over two years, a larger part falls in the lower rate.
The step-by-step plan
In practice, closing a small BV looks like this:
- Send the final invoices, collect outstanding amounts and pay all debts, including to the tax authorities.
- Terminate contracts, subscriptions and any staff in good time.
- Pass the dissolution resolution and draw up a closing balance sheet.
- Report the dissolution through Mijn KVK; the KvK informs the tax authorities.
- File the final VAT, payroll tax and corporate tax returns for as long as they appear in Mijn Belastingdienst Zakelijk.
- Only close the business account once all payments and refunds have come in.
Costs and record retention
The largest cost is usually the closing balance sheet and final corporate tax return by your accountant. A winding up adds the newspaper notice and the final accounts. A quick liquidation is therefore often cheaper, but only if the BV is truly empty.
After the BV ends, someone must keep the books and records, for at least seven years and for some documents ten years. With a quick liquidation through Mijn KVK, the director who files it automatically becomes the custodian. Also read how long to keep your records.
Frequently asked questions
Do I need a notary to close my BV?
No. The shareholders pass the dissolution resolution themselves and you file the notification with the KvK. A notary is only needed for incorporation and amendments to the articles.
Can I use quick liquidation if there are still debts?
Only if there are genuinely no assets left to pay those debts. If it later turns out there were assets, creditors can go to court and you may be liable as director.
Is my liquidation distribution taxed?
Yes, in box 2, for the part above the paid-in capital. In 2026 at 24.5 per cent up to € 68,843 and 31 per cent above that.
Sources
- Closing and deregistering a BVKVK · kvk.nl
- Quick liquidationOndernemersplein · ondernemersplein.overheid.nl
- Box 2: explanation and ratesBelastingdienst · belastingdienst.nl
Sources checked on
This article provides general information based on the rules known for 2026 and does not replace personal tax advice. For your specific situation, we're happy to take a look with you.
