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Blogs / 

Reopening the liquidation of a legal entity

Corporate Law

3 April 2025

Written by

Jarno de Graaf

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Do you still have a claim against a creditor, but this creditor has dissolved and deregistered from the trade register? Or have you stopped your business and dissolved the B.V., only to later discover that the B.V. still had an asset? In both cases, it may be necessary to reopen the liquidation of the legal entity. You can do this by submitting a petition to the court.

When is reopening the liquidation possible?

A request to reopen the liquidation can be submitted in two situations:

  • A creditor of the legal entity claims the balance. In this case, the creditor can submit a petition to the court. However, the creditor must have sufficient interest. For example, if it is clear that the legal entity no longer has any assets, the request will be rejected due to lack of interest.
  • The legal entity still has an asset. This could be a piece of real estate or a loan that has not yet been repaid. It is important that the asset was unknown or not realistic at the time of dissolution. If the asset was known, the legal entity never ceased to exist. Read more about this in a blog written by my colleague Tim de Vries about the existence of an asset after an incorrectly applied turbo liquidation.

Who is responsible for the liquidation?

According to the law, the court can appoint a liquidator. This is an independent liquidator. This may be necessary in case of a conflict between the creditor and the former liquidators (usually the directors of the company). If the court does not appoint a liquidator, the directors of the company at the time of dissolution are responsible for the liquidation. This is usually the case when the former director discovers that the legal entity still has an asset.

How does the liquidator proceed after reopening the liquidation?

The law includes a special authority for the liquidator: the liquidator may reclaim from each entitled party (usually the shareholders) the amount that the entitled party received too much from the surplus. This ensures that the creditor's claim is still satisfied. Furthermore, the creditor's claim cannot expire during the period after the legal entity has been dissolved and (for the first time) liquidated.

Questions?

Do you have questions about reopening the liquidation of a legal entity? Do you recognize yourself in one of the situations described above and would you like to submit a petition to the court? Please contact Jarno de Graaf, Attorney at law Corporate Law.

Read more

Earlier, my colleague Sonja Geldermans wrote about reopening the liquidation of a legal entity in the specific situation where a mortgage right is still registered in the Land Registry. You can read that blog here.

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