With effect from 15 November 2023, the Temporary Act on Transparency in Rapid Liquidation in force. This will (temporarily) make it somewhat more labour-intensive to carry out a fast-track liquidation of private limited companies.
Turboliquidation
Where a legal entity (private limited company, public limited company, foundation or association) due to be wound up has no assets, the winding-up may take place by means of an ‘express liquidation’. In such cases, the only step required for the liquidation is the registration of the resolution to dissolve the entity with the Chamber of Commerce. In a fast-track liquidation, the phase involving the realisation of the legal entity’s assets is omitted. This makes fast-track liquidation susceptible to abuse and to the detriment of creditors.
Transparency
During the period in which the temporary Act applies (2 years), the board of the legal entity to be wound up must file the following information with the Chamber of Commerce within 14 days of the dissolution of the legal entity being registered with the Chamber of Commerce:
- balance sheet and statement of income and expenditure for the financial year in which the legal entity is dissolved (and for the preceding financial year, if the annual accounts for that financial year have not yet been published);
- a written statement of the reason for the lack of benefits;
- a final distribution list (if creditors have been satisfied prior to dissolution);
- the reasons why a creditor or creditors have remained (partially) unpaid (if applicable);
- the annual accounts for the three preceding years, if the publication requirement has not been met.
Immediately after this information has been filed, the board must notify the creditors in writing.