Reopening liquidation without expected assets: a dissolved BV can be revived for specific legal acts

A dissolved BV that still needs to act: is that possible?

A private limited company (BV) that has ceased to exist seems to have permanently left the scene. But what if that company still needs to perform an act — for example, cancelling a forgotten attachment registered in the land registry? Is that still possible, even if there are no new assets?

The District Court of The Hague answered this question affirmatively on 12 February 2025 (ECLI:NL:RBDHA:2025:2625). The ruling provides a practical solution for a situation that arises more often than expected: a dissolved company that still needs to do something.

Dissolution, liquidation and turbo-liquidation: the basic rules

When a BV is dissolved, a liquidation process generally follows: the assets are realised and creditors are paid. Any remainder goes to the shareholders. The company ceases to exist once all assets have been liquidated.

If there are no assets at the time of dissolution, the company immediately ceases to exist under Article 2:19(4) of the Dutch Civil Code — the so-called turbo-liquidation. Since November 2023, additional formal requirements apply (Temporary Act on Transparency of Turbo-liquidation), including an obligation to notify creditors in advance.

Reopening the liquidation: the standard route

Article 2:23c of the Dutch Civil Code provides the possibility to reopen the liquidation if, after dissolution, it appears that:

• A creditor or person entitled to the balance emerges, or
• An asset exists that needs to be liquidated.

The court can, at the request of an interested party, appoint a liquidator to handle the matter. The threshold is low: the alleged asset only needs to be sufficiently plausible.

The facts: a forgotten attachment blocks a property division

In this case, a BV had previously placed a prejudgment attachment on a property. The BV subsequently went bankrupt in 2010. The liquidator reached an amicable settlement with the property owner regarding the claim for which the attachment had been placed — but no one realised that the attachment had never been cancelled in the land registry.

The bankruptcy was simplified (Article 137a Insolvency Act) and the BV ceased to exist in 2016. Years later, when preparing a division of the property, it emerged that the attachment was still registered in the land registry. Without cancellation, the division could not proceed.

The property owner asked the court to reopen the liquidation so that the (revived) BV could cooperate with the cancellation. The problem: the attachment represented no value and there were no other assets. Normally, reopening liquidation without assets serves no purpose.

The judgment: analogous application of Article 2:23c

The District Court of The Hague ruled that Article 2:23c can be applied by analogy in situations where there is no new asset, but reopening is necessary to enable the company to perform specific legal acts. The temporary revival of the legal entity for this specific purpose is then justified.

The court appointed the former trustee in bankruptcy as liquidator, with the express aim of enabling the cancellation of the attachment.

This is not the first time courts have accepted this broader interpretation:

• In 1991, the District Court of Dordrecht reopened the liquidation for a plot of land still registered in the name of a dissolved company (ECLI:NL:RBDOR:1991:AC2164).
• In 2021, the District Court of Amsterdam reopened the liquidation so that a dissolved company could be made a party to legal proceedings (ECLI:NL:RBAMS:2021:3227).

What does this mean in practice?

For directors and liquidators at dissolution

This ruling underlines the importance of careful winding-up at dissolution and liquidation. Pay particular attention to:

• Public registers: check at the close of proceedings whether any registrations remain in the land registry, trade register or other public registers — even if those registrations appear worthless at first glance.
• Attachments: a prejudgment or enforcement attachment once placed by the company may still be registered after bankruptcy or liquidation. Ensure this is addressed during winding-up.
• Claims and shareholdings: claims that appear unenforceable at the time of liquidation, or shareholdings with no apparent value, may become relevant later.
• Amicable settlements: when a settlement is reached regarding a claim for which an attachment was placed, also ensure the formal cancellation of that attachment.

For third parties dealing with a dissolved BV

• Is a dissolved company still a party to an agreement, a procedure or a registration? Article 2:23c offers a route to reopen the liquidation — even without assets — provided there is a legitimate interest in having a specific legal act performed.
• A request to reopen involves costs and time: a lawyer must file a petition, the court hears the request, and a liquidator is appointed. Expect a process of several weeks to months, with associated costs.
• The liquidator to be appointed will generally be the former trustee in bankruptcy or another insolvency professional.

For buyers and notaries in real estate transactions

• During due diligence and land registry searches, always check whether old attachments remain registered, even if the attaching party ceased to exist years ago.
• A registered attachment by a dissolved company does not automatically lapse — formal cancellation is required.

Conclusion

The District Court of The Hague confirms that a dissolved BV can be temporarily revived through reopening of the liquidation — even without new assets — to enable specific legal acts, such as the cancellation of a forgotten attachment. For liquidators and directors, the lesson is clear: ensure a clean slate when winding up. Forgotten registrations, attachments or other loose ends can lead to costly proceedings years later.

Ruling

This blog post is based on ECLI:NL:RBDHA:2025:2625, judgment of the District Court of The Hague of 12 February 2025.