A Dutch BV with no assets can use turbo-liquidation even if debts remain. A recent Amsterdam ruling shows that unpaid invoices, asset transfers, and continued trading through another BV can still be examined. Directors may be personally liable if the accounts do not explain how the BV reached a nil-assets position.
Why this matters
Turbo-liquidation is available only when the BV has no assets at dissolution. Assets may include cash, stock, equipment, receivables, and recoverable claims. Within 14 days, the board must file documents explaining the final position and notify creditors in writing. A cash shortage alone does not create director liability. Questions arise when customers, stock, or equipment move to another BV while supplier invoices remain unpaid.
Example
A potato supplier had unpaid invoices and reduced its court claim to €99,999. The purchasing BV reported €100,451 in assets for 2023, then nil assets for 2024. Its director said the stock was worthless and a machine fully depreciated. The records did not support that account. Trade continued through a second BV. The court found that assets and activity had moved there without compensation, and held the companies and directors liable.
XTROVERSO tips
- Match the ledger to the business. Reconcile bank balances, receivables, stock, equipment, creditor lists, and related-party accounts. Investigate gaps before deciding to dissolve the BV.
- Map every transfer. List customers, contracts, stock, equipment, staff, systems, and supplier relationships moving to another company. Record who approved each transfer.
- Document the price and payment. Give every related-party transaction a clear commercial basis. Record the value, payment route, contract terms, and accounting treatment.
- Support write-downs with evidence. Keep valuations, stock counts, disposal records, sales attempts, and impairment calculations. Saying an asset is worthless is rarely enough.
- Prepare the closure file early. Assemble the balance sheet, income and expenditure statement, asset explanation, and creditor position before dissolution. Do not reconstruct the file afterward.
- Get advice before value moves. Speak with an accountant or legal adviser when creditor pressure, related BVs, and closure plans overlap. Decisions made under cash pressure can remain visible for years.
If creditor pressure, asset transfers, and closure plans converge, discuss the file with us before making the next decision
The data, sourcing, and analysis behind this article were conducted by Paolo Maria Pavan. AI was not used to identify sources, build the factual basis, or produce the analytical judgment contained here. AI was used only as a drafting aid. The final English text was personally reviewed, edited, and approved by Paolo Maria Pavan before publication.
References
- Rechtbank Amsterdam 2 september 2026, ECLI:NL:RBAMS:2026:8477
- Kamer van Koophandel — Current conditions and disclosure duties for turbo-liquidation
- Rijksoverheid — Transparency regime extended for two years
- Kamer van Koophandel — Deposited documents and the company filing trail
- Rechtspraak — Payment refusal and ordinary inability to pay
- Rechtspraak — Evidential threshold for alleged payment refusal
