Converting & dissolving a bv

During the existence of a legal entity (bv, nv, stichting (foundation), vereniging (association)), its legal form is sometimes found to no longer fit the organisational form. Dutch law then offers opportunities to ‘convert’ the legal form.

Conditions for conversion

For example, a bv can be converted into an nv (naamloze vennootschap – public limited company), and vice versa. This requires that certain legal conditions are met, including a resolution to convert, a resolution to amend the articles of association, a notarial deed of conversion and registration in the Business Register.

Court authorisation may be required and certain conditions to maintain the legal entity’s assets may have to be met. The experienced civil-law notaries at Schäfer Notarissen in Eindhoven and Nuenen are here to expertly advise you.

Dissolution and liquidation
Do you want to end a legal entity altogether? Then it must first be dissolved. This usually requires a formal resolution from an authorised body. If your legal entity is a bv or nv, this resolution is up to the General Meeting of Shareholders. If the legal entity is a foundation, its board decides. The resolution to dissolve an association is up to the general meeting of members.

Once it has been resolved to dissolve the legal entity, there are two scenarios:
1. The legal entity no longer has any ‘assets’ (possessions) at the time of dissolution;
2. The legal entity has assets at the time of dissolution.

Dissolution without liquidation if there are no assets
If there are no more assets at the time of dissolution, no liquidation is required, and the legal entity will immediately cease to exist upon dissolution. The board of the legal entity should immediately report this fast-track liquidation, also known as ‘turbo liquidation’, to the Business Register of the Chamber of Commerce where the legal entity is registered.