Closing a foundation? Check the arrangements this requires
If you are closing a foundation in the Netherlands, you can do so quickly and easily: in cases were there are no assets, debts or personnel and company status, it can be arranged with a board decision and a deregistration at the Chamber of Commerce. But if there are assets, debts or tax liabilities, the process you have to go through is more extensive and sometimes complex. We will explain below which steps you need to take.
The formal decision to dissolve a foundation must be taken in a board meeting of the foundation. If there is a Supervisory Board, it must first approve the proposal for dissolution. Please ensure that the formal dissolution decision is taken in accordance with your articles of association (or: statutes). It sets out the requirements for abolition. For example, it may be stipulated in the articles of association that a large majority must agree with the proposal, and/or that a minimum number of board members must be present at the vote. The administrative decision is invalid if agreement has not been reached in the established manner.
As mentioned above, the dissolution of a foundation can be quick and easy. Does the foundation have neither assets nor debts and no tax obligations for VAT, corporate income tax or payroll taxes? Then fill in this form (in Dutch only) and send it by post to the Chamber of Commerce in your region. It is important that you include the dissolution decision. In principle, these are the minutes/records of the board meeting (see above) in which agreement was reached on the dissolution. You will then receive a confirmation of dissolution and the foundation is officially dissolved.
Settling debts or assets
If the foundation has debts or assets, these must be settled before dissolution can be carried out. For this you are obliged to appoint a liquidator: someone who draws up the final balance sheet and determines what happens to the debts or the capital that remains below the line.
Settlement of debts
Does the balance turn negative? Then it must be determined how outstanding costs are to be paid off. The Chamber of Commerce can help you determine how debts can be settled. In this article it is specified in English for foundations in the Netherlands. If there are debts with the tax authorities that cannot be paid on time, please read this article by the Dutch government. You must report that there is an inability to pay (request for payment schedule and delayed payment of taxes and/or contributions for businesses – in Dutch). You will not automatically receive a waiver with this notification. Is the foundation unable to settle the debts? Then you have to file for bankruptcy.
Liquidation of assets
A balance sheet with a positive result must be liquidated as laid down in the articles of association. Does the foundation have an ANBI status? According to the liquidation provision for cultural ANBIs, a positive liquidation balance must be spent on a (comparable) ANBI (see box).
If your debts or assets have been settled, you can dissolve the foundation with a deregistration at the Chamber of Commerce. You can do this by depositing this form(in Dutch only) at the Chamber of Commerce office in your region. You must also send the dissolution decision of the board (see above), which should include what will happen to any remaining assets and who as liquidator is responsible for the settlement thereof.
Cancelling an ANBI designation
ANBI's themselves are obliged to report it if the ANBI designation has to be terminated. This may be the case in the event of dissolution, merger or change of objective that no longer meets the conditions. Termination of an ANBI status can be arranged in writing by sending a letter to the ANBI Expertise Centre.
Will a designation as an ANBI be terminated in 2013 or later and does the institution have capital of €25,000 or more? Then, after the termination, you are obliged to provide certain information regarding the assets. To comply with the obligation to provide information, you must fill in an annual form (available here).
In this article we will explain more about (applying for, changing or cancelling) an ANBI status.
Tax consequences of closing a foundation
If the foundation was characterized as a company for tax purposes, then you may be liable for VAT and corporation tax and of course you want this obligation to lapse upon dissolution. Also, if the foundation employs staff, you will have to start a procedure to terminate your payroll tax obligation.
VAT and corporate income tax
If you dissolve your foundation at the Chamber of Commerce, the Chamber of Commerce will pass on your deregistration to the tax authorities. You will then receive a letter from the tax authorities stating when the obligation to declare expires. Please note that you must continue to file a declaration until this moment, even if you have nothing to declare. Foundations liable for corporate income tax must submit a final statement of accounts with the last VpB return (corporation tax). Your accountant can help you with this.
For a foundation with employees, dissolution will result in employees being dismissed. For this you have to arrange various things: notice must be given, a dismissal permit must be applied for, a social plan drawn up and transition payments must be paid. In this article we will explain in more detail which steps an employer must take in the event of dismissal. With regard to the tax consequences of disbanding the foundation, it is important that you inform the tax authorities that the payroll tax obligation no longer applies. You can send this form (in Dutch) to the tax authorities. As with VAT and VpB, continue to file a tax return until you have received an official confirmation regarding the date the payroll tax obligation ends. If you have nothing to declare - because you have no more staff - you turn in a nil declaration.
Check the links if you want to read our articles about the foundation, ANBI status, Wbtr legislation (new rules for foundations and associations as of July 1st, 2021) or a step-by-step plan for dismissal. Of course, you can also contact us with questions, for help with Dutch forms or more information. We are happy to help you.