What changed: the temporary turboliquidation regime and its extension
A temporary law now requires the board of a BV that dissolves itself without any remaining assets (turboliquidatie, rapid liquidation) to file final accounts and give notice to creditors, where before neither step was required. The law carries a sunset clause and its continuation is currently under revision. Directors proposing a turboliquidation, and creditors left unpaid by one, both need to know which position applies to their situation.
Why this arises here
This page sits in the tracked-changes line of our corporate law and governance coverage, and it exists because the turboliquidation route is used constantly and was, for years, almost entirely undocumented. A board could dissolve a BV with unpaid creditors, deregister it from the Trade Register, and leave nothing behind for anyone to inspect. The temporary regime was a direct legislative response to that gap, and because it is temporary by design, its status is something you have to check rather than assume.
The mechanics in short
Before the regime, a board that resolved a BV had no remaining assets could dissolve the company on that resolution alone. There was no filing obligation, no accounting requirement and no formal notice to creditors. The company simply ceased to exist on deregistration, and any creditor who wanted to challenge that had to start from a position of having seen nothing.
Under the current position, the board must, on or shortly after dissolution, deposit a final balance sheet and explanatory notes with the Trade Register, together with an account of why no assets remain and, where relevant, why any assets that did exist were disposed of. Creditors known to the company must be given notice of the dissolution. Where the accounts show the company disposed of assets shortly before dissolving without paying creditors from the proceeds, that record becomes the starting point for a director-liability claim, and in cases of persistent abuse the regime also opens the door to disqualification of the director involved. None of that existed as a documented step before this regime.
The obligation sits on whichever board is in office when the dissolution is resolved. Where a foreign parent has appointed the Dutch board, the documentation duty still runs through that Dutch board and not through the parent.
The pattern specific to a tracked change
A tracked change differs from a settled rule in one respect that matters for how you use this page: the current position is not the end state. The regime was introduced on a temporary basis with a defined sunset, and whether it continues, lapses or is replaced with a permanent version is presently under revision. For a page in this line, that means the mechanics above are reliable as a description of current practice, but the question of how long they remain in force is not something this page can answer with a date, because no confirmed date sits in the register we cite from. Anyone relying on this for a transaction that will run past the short term should re-check the position at the time of use rather than at the time of reading.
For a cross-border reader, the practical consequence is timing risk on two sides: a Dutch subsidiary dissolved by a foreign parent now leaves a paper trail that did not exist before, and that trail's future shape is not fixed. This connects to the separate question of where shareholder disputes are now heard after the wider reform of that period, since a dissolution dispute and a governance dispute can arise from the same facts.
What to check before you rely on this
Confirm, at the point you act, whether the temporary regime is still in force or has been extended, replaced or allowed to lapse: this page states the mechanism, not the calendar. Confirm that the final accounts and creditor notice were in fact filed and given, not merely resolved on paper. Where a Dutch subsidiary of a foreign group is being wound down, check that the board minutes name the person who signed the final accounts, since that is the person a creditor's claim will name first. Where you hold a claim against a company that has already been dissolved this way, check the Trade Register filing before assuming there is nothing to challenge.
Before and after, side by side
| Point | Before the temporary regime | Current position |
|---|---|---|
| Filing on dissolution | None required | Final balance sheet and explanatory notes filed with the Trade Register |
| Notice to creditors | Not required | Known creditors must be notified of the dissolution |
| Record of asset disposal | Not documented | Board must account for assets disposed of before dissolution |
| Route to director liability | Available in principle, hard to evidence | Same route, now supported by a filed record |
| Duration of the regime | Not applicable | Introduced as temporary; continuation under revision |
What this does not cover
- The substantive test for when a director is personally liable for a turboliquidation carried out in bad faith: that is a separate legal question, not a consequence of the filing regime itself.
- Any date on which the temporary regime took effect, or any date on which it is due to lapse or has been extended: no such date is confirmed in the register this page draws on, and none is stated here.
- Turboliquidation of entities other than the BV, and cross-border recognition of a Dutch dissolution in the creditor's own jurisdiction.
- Court fees or registry tariffs connected with a director-liability claim arising from a turboliquidation: those depend on the claim brought, not on the dissolution regime.
Questions
Does the temporary regime apply to every dissolution of a Dutch company?
No. It applies specifically to dissolution of a BV that has no remaining assets at the point of dissolution, under the applicable Dutch rules for that route. Dissolutions where assets remain follow the ordinary liquidation procedure and are outside its scope.
Can a creditor stop a turboliquidation before it happens?
Under the applicable rules, a creditor's remedy sits after the dissolution, through the filed accounts and notice, not before it. A creditor who learns of an intended dissolution in advance can raise the debt directly with the board, but there is no statutory mechanism to block the resolution itself.
Where this leaves you
Sanne de Wit, responsible for structures, holding and tax at Nolthenius & Partners, tracks this regime as part of the firm's coverage of Dutch corporate structuring and its consequences for foreign-owned entities.
If a Dutch subsidiary in your structure has been, or is about to be, dissolved without assets, the practical next step is usually to establish what the filed record actually shows: the structure report sets out a Dutch entity's registered filings, including dissolution and liquidation records, against the Trade Register as recorded. This sits alongside our separate coverage of advance ruling policy for international structures and of what happens when annual accounts were filed late on your watch, cross-border, since late filing and forced dissolution often arise from the same underlying position. For the underlying ownership picture in a comparable jurisdiction, see the Finnish ownership chain report.
Where you need a considered view on a specific dissolution, route a note to the corporate team rather than acting on this summary alone.
Last legal review: 2026-09-15