Tax matters to deal with when discontinuing your business

Are you discontinuing your business indefinitely and is your business registered with the Chamber of Commerce (KvK)? In that case you must de-register with the KvK. This means the KvK will discontinue and cancel your VAT registration number. The KvK will notify us.

Also read: Checklist for ending your business on the business.gov.nl website.

No KvK registration

Is your business not registered with the KvK? Then you need to inform us yourself, in writing, that you are discontinuing your business. Please send your letter to:
Belastingdienst/Klantbeheer
Postbus 2891 or Postbus 2892
6401 DJ Heerlen
The Netherlands

We will process the changes in our records within 8 weeks after receipt of your notification. You will receive a confirmation letter or a letter stating that we are discharging you for turnover tax (VAT) purposes. We will send you this letter after you have filed the VAT return over the last time period in which your business was ended.

Filing your VAT return after ending your business

It may take some time before we have de-registered you as a business owner. If you receive a notification from us in the meantime that your business needs to file a tax return you must still file this return, even if you no longer carried out any business activities.

What is meant by discontinuing a business?

Besides actually closing down your business, there is also a discontinuing or cessation of business:

• in case of selling your business
• when changing your business’s legal structure or partnership
  If you transfer your sole proprietorship (eenmanszaak) into a general partnership (vof), a professional partnership (maatschap) or a private limited company (bv) or vice versa, the Tax Administration may consider this to be a cessation of business activities and possibly the starting of a new business. Whether a change of legal entity leads to a cessation depends on many factors. Therefore, you should seek proper advice.
• in the event of your death (read more on U overlijdt, only available in Dutch)

Other matters to consider when you discontinue your business

When you discontinue your business, you must also consider:

• calculation of discontinuation profit (stakingswinst berekenen)
• your old-age reserve (oudedagsreserve afrekenen)
• capital disposal charge (desinvesteringsbijtelling)
• transfer tax for immovable property (overdrachtsbelasting over onroerende zaken)
• consequences for VAT (gevolgen voor de btw)

Steps to take in case you discontinue your business

If you are discontinuing your business, you need to:

• close the accounts of the business
• draw up the annual accounts up to and including the date of the cessation of the business
• declare the VAT on goods that have been put to private use in your VAT return.

Expedited liquidation (turboliquidatie)

An expedited or fast-track liquidation (turboliquidatie) is a quick way to dissolve a private limited company (bv), public limited company (nv), foundation or other legal structure. You may only proceed with an expedited liquidation if there are no more assets in the company. In other words, the legal entity no longer carries out any activities and has no assets.

If you discontinue your business, for example through an expedited liquidation, there are a number of tax issues to consider. The main concerns are that you handle the pension and annuity provision and settle any current account relationship with the director and major shareholder. More information on phasing out of self-administered pensions and the difference between a loan and a current account is only available in Dutch:

• Uitfaseren pensioen in eigen beheer
• Verschil tussen lening en rekening-courant

You must also notify the KvK of the expedited liquidation. Visit business.gov.nl to find out how to do this. Please contact your tax advisor if you have questions about the expedited liquidation.

Withdrawing goods for private use

When you withdraw goods from the business for private use during a corporate change, you have to pay income tax and VAT on them.

Consequences for payroll taxes

You must notify us of the dismissal of your employees. More information is available in the 'Handboek Loonheffingen', Chapter 17 (only available in Dutch) which you can download from the page Loonheffingen.

When you have tax debts

When you discontinue your business or continue your business in another form, we may conduct a final audit. At that point, we will investigate whether you still have any tax debts.