Accelerated liquidation remains subject to stricter rules

Since the introduction of the Temporary Act on Accelerated Liquidation Transparency in November 2023, dissolving a private limited company without liquidation. Known as accelerated liquidation, turbo liquidation or fast-track liquidation has been subject to stricter rules. Where accelerated liquidation was previously relatively simple and quick, the current regulation requires more transparency and accountability from the board.

For organizations with multiple Dutch entities, this is a good time to reassess the legal structure, especially in cases involving empty or inactive companies. Future savings on maintenance costs can be a valid reason to simplify the structure by removing non-operational entities.

Accelerated liquidation vs. regular liquidation

A regular liquidation is bound by strict timelines. After the board prepares and files a financial report with the Chamber of Commerce, a notice is published in the Government Gazette or a national newspaper. From that moment, a two-month waiting period applies, during which creditors can object. Only after this period can the liquidation be finalized.

An accelerated liquidation is only possible if there are no remaining assets. In that case, the company can be dissolved immediately without liquidation. No waiting period applies. This process is faster, but since the Temporary Act came into force, additional obligations apply to the board.

Whether accelerated liquidation is possible depends on the actual situation at the time the dissolution decision is made. If there are no (current or future) assets at that moment, accelerated liquidation is allowed. If assets remain, regular liquidation must be followed. However, preparations can be made in advance so that no assets remain at the time of dissolution, making accelerated liquidation possible.

What does the Temporary Act require?

The Temporary Act on Accelerated Liquidation Transparency, which has been extended until 15 November 2027, requires boards to:

• File financial documents: a balance sheet and a statement of income and expenses must be submitted to the Chamber of Commerce;
• Justify the absence of assets: the board must explain why there are no remaining assets;
• Actively inform creditors: creditors must be notified in writing about the dissolution and the filed documents.

An additional condition is that the company must have fulfilled its obligation to publish annual accounts. Any backlog must be resolved before an accelerated liquidation can be legally completed.

These requirements aim to prevent abuse and strengthen the legal position of creditors. Although the law is temporary, work is underway on a permanent regulation. More background can be found in our previous article.

Alternatives for simplifying the structure

Cleaning up the legal structure does not always have to involve liquidation. Legal mergers, demergers, or internal reorganizations can also contribute to simplification, consolidation of activities, or the elimination of redundant entities. These alternatives may be more suitable when companies still have assets or when business activities are interconnected.

Action points

It is advisable to:

• Conduct a structural analysis of the (Dutch) entities within the group;
• Assess which companies still serve a purpose;
• Determine whether accelerated liquidation, regular liquidation, or another restructuring method is most appropriate;
• Properly organize the required documentation and communication with stakeholders.

Questions or requests?

At Crowe Peak, we have extensive experience in guiding liquidations, mergers, demergers and advising on legal structures within international groups. We are happy to help develop a suitable approach tailored to the complexity of your organization and Dutch regulations.

Considering simplifying your legal structure in the Netherlands? Feel free to contact Crowe Peak for an exploratory conversation. Together, we ensure a transparent and future-proof setup.