What is the liquidation (vereffening) of a Dutch company?

Dutch term: Vereffening | Legal basis: Articles 2:19-2:24 BW

Liquidation (vereffening) of a Dutch company is the formal winding-up process following a shareholders' resolution to dissolve the company. The liquidator (vereffenaar, typically the board of directors) realises the company's assets, settles its debts, and distributes any remaining surplus to the shareholders.

The liquidation must be registered with the Chamber of Commerce. Creditors have the right to oppose the distribution of surplus if their claims have not been satisfied. The liquidator must file a final statement of account. After completion of the liquidation, the company ceases to exist. If the company has no assets at the time of dissolution, turbo liquidation (article 2:19(4) BW) applies instead.

Why it matters for international businesses

For international groups winding down Dutch subsidiaries, the choice between formal liquidation and turbo liquidation depends on whether the entity has remaining assets or liabilities. Both routes require careful attention to creditor rights and filing obligations.