Closing a company in the Netherlands: routes, rules and your records

How to close a company in the Netherlands

Turbo liquidation is used when the company has no money and no other assets at the moment the dissolution is decided. Debts may still exist. Within 14 days the board files a balance sheet, an income and expense statement, and a note that explains the empty balance and any unpaid creditors, and it tells those creditors in writing. Dissolution with a winding-up is used when the company still has money or other assets, including unpaid invoices owed to it, so a turbo liquidation is not allowed. The board sells or divides the assets, pays debts as far as it can, and respects the legal ranking of creditors before the company is removed.

Dissolution and liquidation routes

The registry

The trade register. A turbo liquidation is reported to the Chamber of Commerce within 14 days of the dissolution, with a balance sheet and a statement of income and expenses for the current year, the prior year if that annual account is not yet filed, and a written explanation of why there were no assets, how any proceeds were divided, and why creditors went unpaid if they did. The board tells creditors in writing that the documents were filed. Incomplete or late filing is an economic offense. A company that still holds assets cannot use this report.

Employees: consultation and notice

Article 3 of the Collective Redundancy Notification Act. An employer who intends to end the employment of at least 20 employees working in one work area, on one or more dates inside three months, gives written notice in time for consultation to the employee associations that have members in the business, and gives the same written notice to the Employee Insurance Agency. Consultation covers ways to avoid or reduce the dismissals and ways to soften the effects, including help with a new job or retraining. The notice states the reasons, the numbers by occupation, age, and sex, the usual headcount, the dates, the selection criteria, how any exit payment is calculated, and how the contracts will end. In bankruptcy the Agency notice is made only if the Agency asks for it.

For staff who worked in a US state, read final paycheck and WARN rules by state.

Data protection when the company closes

The General Data Protection Regulation. The Dutch Data Protection Authority says the Regulation, together with the law-enforcement data protection directive, is the main privacy legislation and that it applies throughout the European Economic Area. The Authority says personal data is information that is directly about a person or that can be traced back to that person indirectly, including by combining several pieces of information. The Dutch Implementation Act sets the national choices the Regulation leaves open.

The Dutch Data Protection Authority. The Authority is the office that publishes the dictionary of the General Data Protection Regulation and that describes personal data, anonymization, and the national implementation act for organizations in the Netherlands.

The Dutch Data Protection Authority says anonymization changes personal data so that it is no longer possible to tell whom the data concern. Hashing is described as a way to pseudonymize data, and the Authority says hashing does not itself produce that result. Pseudonymizing is a security measure that makes data harder to trace to a person. Encrypting data so that an unauthorized person cannot read it is also a security measure and does not produce that result.

Where the GDPR applies, read GDPR and de-identified records before you treat the filing as a US privacy rule.

Records to keep

Article 10 of Book 2 of the Civil Code. The board keeps records of the legal entity's financial position and of its activities so that its rights and duties can be known at any time, and it prepares a balance sheet and an income and expense statement on paper within six months after the financial year. Those books and data carriers are kept for seven years. After the legal entity has ceased to exist, article 24 says the books are kept for seven more years by the person the articles or the general meeting names as custodian. That custodian reports a name and address to the registers within eight days after the duty starts.

What this means for a data license

You give the data partner the right to use your records, with personal details removed, for AI research. Personal details are removed before anything leaves your company. Customer and staff details are never shared. You approve each system before anything is shared. To train and test AI that helps people do their jobs. Never for marketing, and never sold as contact lists. You keep ownership of your data, and full use of it in your business. You agree not to license the same records to anyone else. You sign an NDA and the licensing agreement, directly with the data partner, not with Vetrix. The partner is a US-based AI data company. We tell you the data partner's name before you sign. Read what is shared and what is removed, and read the license terms, before you decide.

You need at least 30 staff at peak, or 25 if most of your staff are in the US, and at least 2 years of records.

Related

• Closing a company by country

  Dissolution or liquidation route, registry, employee notice, and data-protection authority by country.

• Winding down

  Order of operations to wind down a company, from approval through taxes and dissolution.

• Nigeria

  Corporate Affairs Commission is the registry. One route is Striking off.

• Poland

  The National Court Register is the registry. One route is Shareholder resolution.

• Singapore

  ACRA is the registry. One route is Striking off.

• What's shared

  Which records can be licensed, which details never leave, and what you approve.

• Systems

  What common business tools do to company data after you cancel, including each vendor deletion window.

• Is it legal?

  What GDPR, US rules, and bankruptcy law say about licensing company data.

Sources

1. Chamber of Commerce. Ending a legal entity by turbo liquidation.
2. Dutch Data Protection Authority. Dictionary.
3. Government of the Netherlands. Collective Redundancy Notification Act, articles 3 and 4.
4. Government of the Netherlands. Civil Code Book 2, articles 10 and 24.