What is turbo liquidation of a Dutch B.V.?

Dutch term: Turboliquidatie | Legal basis: Article 2:19(4) BW

Turbo liquidation (turboliquidatie) under article 2:19(4) of the Dutch Civil Code is the dissolution of a legal entity that has no assets (baten) at the time of dissolution. The entity ceases to exist immediately upon the shareholders' resolution to dissolve, without a formal liquidation proceeding. There is no appointment of a liquidator and no creditor notification period.

Since 15 November 2023, the Temporary Act on Transparency of Turbo Liquidation (Tijdelijke wet transparantie turboliquidatie) imposes additional requirements: the former directors must file a final financial statement, an explanation of the dissolution, and a statement on any remaining creditors with the Chamber of Commerce. Creditors can request the court to reopen the liquidation if they believe assets were improperly removed.

Why it matters for international businesses

For international groups winding down a Dutch B.V. with no remaining assets, turbo liquidation is the fastest route. However, the new transparency requirements and the risk of creditor opposition require careful preparation.