De turboliquidatie van de Besloten Vennootschap
Einde inhoudsopgave
De turboliquidatie van de BV (VDHI nr. 131) 2016/15.2.1:15.2.1 Is the turbo-liquidation as a method of dissolution really as simple as generally assumed?
De turboliquidatie van de BV (VDHI nr. 131) 2016/15.2.1
15.2.1 Is the turbo-liquidation as a method of dissolution really as simple as generally assumed?
Documentgegevens:
mr. S. Renssen, datum 28-09-2015
- Datum
28-09-2015
- Auteur
mr. S. Renssen
- JCDI
JCDI:ADS393917:1
- Vakgebied(en)
Ondernemingsrecht / Rechtspersonenrecht
Deze functie is alleen te gebruiken als je bent ingelogd.
Where the turbo-liquidation at first sight seems to be a simple, quick and cheap method of dissolving private companies, it follows from this research that there is an important downside associated with the provision. This is because the provision has defects. There are also a number of loopholes in the law in this area. At the same time a number of misunderstandings have arisen in the jurisprudence and literature. In my view the faulty legal wording regarding the turbo-liquidation is in part the result of the fact that the turbo-liquidation option was introduced by the legislature simultaneously with the option of dissolution by the Chamber of Commerce under Book 2, Section 19a of the Dutch Civil Code. Because the focus of the legislative proposal by which these options were introduced was on the introduction of the option of dissolution by the Chamber of Commerce, there is hardly any discussion of the turboliquidation in the parliamentary papers for this legislative proposal. This shows that the legal provision for the turbo-liquidation was not well thought through.
15.2.1.1 The body with decision-making power in the matter of the turbo-liquidation15.2.1.2 The absence of assets at the time of dissolution15.2.1.3 The meaning of the restoration phenomenon15.2.1.4 The friction between Book 2, Section 19(4) and (5) and Book 2, Section 23c(1) of the Dutch Civil Code15.2.1.5 The reopening of the winding-up proceedings by means of a winding-up petition15.2.1.6 Directors’ liability under Book 2, Section 9 of the Dutch Civil Code15.2.1.7 Directors’ liability under Book 2, Section 216(3) of the Dutch Civil Code15.2.1.8 Directors’ liability under Book 6, Section 162 of the Dutch Civil Code15.2.1.9 Directors’ liability under section 36 of the Collection of State Taxes Act15.2.1.10 Directors’ liability in intra-group relations15.2.1.11 Fraudulent conveyance15.2.1.12 Directors’ liability under Book 2, Section 248 of the Dutch Civil Code