Tax implications of liquidating a company

The liquidator must publish a notice in a nationally distributed daily newspaper, stating where the final account and the plan of distribution have been deposited for public inspection.

Upon publication of such notice in the newspaper a two-month waiting period commences, during which any interested party may institute opposition against the final account and/or the plan of distribution.

The liquidator prepares a final account of the liquidation ('rekening en verantwoording"), and if there are multiple shareholders a plan of distribution ("plan van verdeling").

In such case there will be no process of winding-up, and consequently no liquidators have to be appointed.

To the extent the participation exemption applies, a gain or loss on the shares in qualifying subsidiaries is tax exempt.

Accumulated tax losses or tax credits will usually vaporize upon liquidation.

The liquidation distribution (after revaluation) in excess of paid in capital qualifies as a dividend and may as such be subject to Dutch dividend withholding tax.

The standard Dutch dividend withholding tax rate is 15% (2011), but may be lower by virtue of applicable tax treaties or the EU Parent Subsidiary Directive.

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