A dormant company has no special status in either country: accounts, tax returns, registers, address and directors' duties all continue. In the Netherlands the KvK must dissolve a B.V. that has, for example, neither published accounts nor filed a corporate tax return for a year. In Luxembourg the LBR has since 21 September 2026 charged EUR 40 a day from month seven and deletes non-compliant companies after twelve months, while the minimum net wealth tax of at least EUR 535 keeps running. Tax losses rarely survive a sale. Without a concrete plan, closing is usually cheaper than keeping.
A company that stops trading does not stop existing
Companies go quiet for ordinary reasons: a project ends, a holding sells its only subsidiary, a deal never happens. The Dutch call it a slapende B.V., a sleeping company; in Luxembourg, a dormant SARL or SA.
Neither country has a legal status for this. A B.V. or SARL without turnover is still a company with a board, an office, a bank account, register entries and a tax number, and the law treats it like an active one.
Doing nothing is therefore also a decision, and usually the most expensive one. Unfiled accounts lead to ex officio dissolution in the Netherlands and, since 21 September 2026, to daily penalties and deletion from the register in Luxembourg. Banks close accounts they cannot review.
This note covers the dormant state itself and the choice between keeping, selling, reactivating and closing. The closing procedures themselves are in our notes on closing a Dutch B.V. and closing a Luxembourg company; here we decide whether and when to use them.
Art. 2:19a
KvK dissolution after two defects and eight weeks' notice.
EUR 40 a day
LBR penalty from month seven, capped at EUR 3,600.
EUR 535
Minimum Luxembourg net wealth tax, even with no income.
30% rule
Dutch losses lost on a change of ownership.
The obligations of a company with no business
A dormant company has fewer transactions, not fewer duties. The list below is what still falls due every year in each country. The detail and the dates are in our Dutch B.V. calendar and SOPARFI calendar.
| Obligation | Dutch B.V. | Luxembourg SARL or SA |
|---|---|---|
| Annual accounts | Prepared within 5 months (extendable by 5); deposited at the KvK within 8 days of adoption and at the latest 12 months after year-end | Approved within 6 months; filed with the RCS through eCDF within 7 months (31 July) |
| Corporate tax | Vpb return when the Belastingdienst invites one, also with nil profit | Corporate income tax, municipal business tax and net wealth tax returns by 31 December of the following year |
| Tax with no profit | None | Minimum net wealth tax: EUR 535, 1,605 or 4,815 by balance sheet total |
| VAT | Returns, also nil returns, while the VAT number is active; ask to end the registration once there is no taxable activity | Periodic returns while registered; deregister with the AED when the activity ends |
| Beneficial owners | UBO changes to the KvK within 7 days | RBE changes within one month |
| Registered office | An address where the company can be reached, kept current in the trade register | A domiciliation agreement with a licensed agent, or own premises |
Accounts and tax. A dormant B.V. is almost always micro-sized, so the KvK deposit is an abridged balance sheet. The Belastingdienst keeps sending Vpb return invitations while the company is registered; a nil return is quick, a missing one is not. In Luxembourg the eCDF filing, the three tax returns and the minimum net wealth tax continue regardless of activity. The minimum is reduced only by the corporate income tax of the previous year, which a dormant company does not pay.
Registered office. In Luxembourg this item matters most. Under the amended Law of 31 May 1999, a company without its own premises may only be domiciled with a licensed professional under a written agreement. If it cannot keep its client file current, it terminates the agreement by filing a notice with the RCS and publishing it. The RCS informs the State prosecutor at once, and from the filing date the company has no legal address.
Directors. Dormancy does not suspend directors' duties. Directors and managers remain responsible for the accounts, the registers and any distribution.
The bank. Banks review every client periodically and when circumstances change. An account with no movements and an owner who does not answer the review questionnaire is a candidate for closure. From 10 July 2027 the EU AML Regulation sets harmonised rules on customer due diligence and its periodic updating; our note on the AML Regulation for holding companies explains what banks and domiciliation agents will ask.
Law and practice: Netherlands: Civil Code Book 2, Articles 2:10, 2:394 and 2:396; Corporate Income Tax Act 1969; General State Taxes Act (AWR), Article 9; KvK, 'Tijdelijk stoppen met je bedrijf'. Luxembourg: Law of 19 December 2002 on the RCS and annual accounts; Net Wealth Tax Law, Section 8, as amended for tax years from 2025; amended Law of 31 May 1999 on the domiciliation of companies; Guichet.lu, 'Domiciliation of companies'; Regulation (EU) 2024/1624.
Dissolution, deletion, fines and director liability
Netherlands: dissolution by the KvK. Article 2:19a of the Civil Code obliges the KvK to dissolve a B.V. when at least two of four circumstances exist. For at least a year no director is registered or reachable. For at least a year the annual accounts have not been published. For at least a year the company has not filed a corporate tax return after a reminder from the Belastingdienst. Or the company cannot be reached at its registered address. A dormant B.V. that stops filing ticks the second and third together.
The KvK first sends a registered letter to the company and its directors announcing the intended dissolution and the reasons. If the defects remain after eight weeks, it dissolves the company. In a ruling reported in July 2026 the Trade and Industry Appeals Tribunal (CBb) upheld such a dissolution for missing accounts and a missing tax return. Problems at the company's accountant were no excuse.
Dissolution is not the end of the company. If it still has assets, it continues for the purpose of liquidation, with the directors as liquidators, or the KvK where none can be appointed.
Director liability. If a B.V. goes bankrupt, Article 2:248 makes the directors jointly liable for the deficit where they manifestly mismanaged the company and this was an important cause of the bankruptcy. If the accounts were not deposited in time in any of the three years before bankruptcy, mismanagement is irrefutably presumed and the causal link is presumed.
Tax. A missing Vpb return leads to an estimated assessment and a default penalty of up to EUR 6,709, typically EUR 3,354 for a first offence.
Luxembourg: the LBR procedure. The Law of 23 January 2025 gave the Luxembourg Business Registers power to sanction incomplete or outdated RCS and RBE files, including missing annual accounts. The enforcement phase started on 21 September 2026.
| From the LBR's registered letter | What happens |
|---|---|
| Day 0 | Letter listing the deficiencies; one month to regularise |
| 30 days | Warning shown on the public file |
| 60 days | Deficiencies printed on extracts and certificates |
| 7 months | Daily penalty of EUR 40 for up to 90 days, at most EUR 3,600 |
| 12 months | Deletion from the register ex officio; file may go to the State prosecutor |
Deletion does not dissolve the company or end its legal personality. Its tax debts, its minimum net wealth tax and its managers' duties survive. After deletion, the prosecutor can ask the RCS administrator to open an administrative dissolution without liquidation under the Law of 28 October 2022. It applies only to companies with no assets and no employees that seriously breach company law, and closes within six months. A company that still has assets faces judicial dissolution and liquidation instead, run by a court-appointed liquidator at the company's cost.
Fines and tax. Managers who fail to file accounts face fines of EUR 500 to EUR 25,000. A late tax return carries a surcharge of up to 10% of the tax, late payment 0.6% interest a month, and the tax office can assess the company ex officio.
Alpha SARL, one shareholder, stopped trading in 2023. It has EUR 9,000 in a bank account that has seen no movement for two years. The 2023 accounts were filed, the 2024 and 2025 accounts were not, and the 2024 and 2025 tax returns are open. The LBR's letter arrives on 15 October 2026. If nothing happens, a warning appears on the file in mid-November, the deficiencies show on extracts from mid-December, and the EUR 40 daily penalty runs from mid-May 2027 to mid-August 2027: EUR 3,600. In mid-October 2027 the company is deleted. Meanwhile the minimum net wealth tax of EUR 535 is due for 2024, 2025, 2026 and 2027, EUR 2,140 in total, plus interest. At its next KYC review the bank sees the deficiencies on the extract and gives notice. Filing the two sets of accounts and the returns before May 2027 avoids the penalty entirely.
Law and practice: Netherlands: Civil Code Book 2, Articles 2:19, 2:19a, 2:23 and 2:248; CBb, ECLI:NL:CBB:2026:274 (reported 1 July 2026); AWR, Articles 67a to 67c. Luxembourg: Law of 23 January 2025 amending the RCS and RBE laws; LBR notice on the enforcement phase from 21 September 2026; Law of 28 October 2022 on administrative dissolution without liquidation; Law of 10 August 1915, Article 1200-1; Guichet.lu, 'Administrative dissolution without liquidation of a commercial company'.
When it makes sense and what it costs to do properly
Keeping a dormant company is rational when the owner plans to use it again within a year or two, when it holds an asset that is awkward to move, such as a claim in litigation or a pending tax refund, or when it carries losses the same owner can use later.
"It might be useful" is not a reason.
Statutory costs. A Dutch B.V. has no net wealth tax and no KvK filing fee, so its statutory cost while dormant is close to nil. A Luxembourg company pays the minimum net wealth tax every year, from EUR 535, plus small RCS filing fees.
Third-party costs. These typically consist of bookkeeping and the annual accounts, the tax returns, domiciliation in Luxembourg, a director or manager where the owner does not act himself, bank account fees and, for a Luxembourg SA, the supervisory auditor. Over three or four years they usually exceed the cost of closing properly.
- Minute the decision. Why the company is dormant and when it will be reviewed.
- Keep one person responsible. For the post, the tax letters and the bank's questionnaires.
- End the VAT registration. Rather than filing nil returns for years.
- Keep the registers right. UBO or RBE, directors and address.
- Keep the bank informed. An explained dormant account is reviewed; an unexplained one is closed.
Law and practice: Corporate Income Tax Act 1969; VAT Act 1968; Net Wealth Tax Law, Section 8; Law of 10 August 1915 (supervisory auditor of an SA); KvK and Belastingdienst guidance on stopping a business.
Shelf sales, tax losses, reactivation and mergers
Selling the company. Shares in a dormant company can be sold: in the Netherlands by notarial deed, in Luxembourg by private or notarial deed with shareholder approval. The buyer gets the history, including any liabilities. Banks treat the new owner as a new client, and demand is thin. Our note on shelf companies covers the transfer and the due diligence.
Tax losses do not sell. Dutch losses can be carried forward without time limit, with offset capped at EUR 1 million of profit plus 50% of the excess. But under Article 20a of the Corporate Income Tax Act, a change of 30% or more in the ultimate interest cuts off earlier losses unless the company passes both the activity test and the investment test. A dormant company fails the activity test by definition: its activities have fallen by more than 70%. The Supreme Court held on 11 September 2026 that the restriction also reaches latent losses. Luxembourg losses from 2017 onwards can be carried forward for 17 years. There is no mechanical ownership test, but the tax authorities deny losses where a company is bought mainly to use them, typically with a change of activity.
A Dutch B.V. closed its software business in 2023 with EUR 300,000 of carried-forward losses and EUR 5,000 in cash. An acquaintance offers EUR 30,000 for the shares, planning to run a consultancy through it. The ownership changes by 100% and the activity has stopped, so Article 20a cuts off the losses. The buyer would pay EUR 30,000 for EUR 5,000 of cash, a history and any hidden liabilities. If the original owner instead restarts a business in the same B.V., without changing ownership, the losses stay available: on EUR 300,000 of future profit, the Vpb saving at 19% is EUR 57,000.
Reactivating. For the same owner, waking the company up is usually cheaper than a new one, and the only way to keep the losses. Bring every filing up to date first. Then update the activity in the trade register, apply for a VAT number and give the bank a business plan and a refreshed KYC file. In Luxembourg, a commercial activity needs a business permit tied to a qualified manager, and a new activity may need an amended corporate object by notarial deed. A working director-shareholder of a B.V. needs a customary salary of at least EUR 58,000 in 2026.
Merging it away. Where the owner has another company in the same country, a legal merger can absorb the dormant one: its assets and liabilities pass by operation of law and it ceases to exist without liquidation. It needs a notary, published proposals and a creditor protection period. Dutch losses pass to the acquiring company only under conditions set by the tax inspector.
Law and practice: Corporate Income Tax Act 1969, Articles 14b, 20 and 20a; Hoge Raad, 11 September 2026, on latent losses; Income Tax Law (LIR), Article 114; Tax Adaptation Law (StAnpG), section 6; Civil Code Book 2, Articles 2:196 and 2:309 et seq.; Law of 10 August 1915, Article 710-12 and the provisions on mergers; Law of 2 September 2011 on the business permit.
Choosing the exit and the tax on the way out
If there is no realistic plan for the company, closing it is usually the cheapest option over three years. The route depends on what is left in it and on whether the filings are current.
| Situation | Netherlands | Luxembourg |
|---|---|---|
| Nothing left, no debts | Turbo liquidation: dissolution with immediate effect; balance sheet, income statement and dissolution decision filed with the KvK | Sole shareholder: dissolution without liquidation in one notarial deed; several shareholders: voluntary liquidation |
| Cash or assets left, no debts | Regular liquidation with a distribution plan and two months for creditors; or distribute first, then turbo liquidate, with care | Sole shareholder: one-deed dissolution, taking over assets and liabilities; otherwise voluntary liquidation with a liquidation auditor |
| Debts it cannot pay | Bankruptcy, not liquidation | Bankruptcy, filed within one month of the cessation of payments |
| Filings missing | Bring them up to date first | Bring them up to date first |
A turbo liquidation is available only if the company has no assets at all, including tax refunds and claims against directors. Misuse makes directors personally liable. The steps, timing and risks of each route are in closing a Dutch B.V. and closing a Luxembourg company.
Tax on the way out. In the Netherlands, the final Vpb return taxes any hidden reserves on assets taken over by the shareholder. A liquidation distribution above the paid-in capital recognised for tax carries 15% dividend tax unless an exemption applies. A Dutch-resident individual with a substantial interest pays box 2 tax on the distribution minus the acquisition price: 24.5% up to EUR 68,843 and 31% above in 2026, with the dividend tax credited. In Luxembourg, the final corporate, municipal and net wealth tax returns run to the closing date. Liquidation proceeds bear no withholding tax; the shareholder's own country taxes them, often as a capital gain. Our note on exit tax and selling a business covers the shareholder side.
Beta Holding B.V. sold its subsidiary in 2023. It has EUR 40,000 in cash, no debts, a paid-in capital of EUR 18,000 and one Dutch-resident shareholder with an acquisition price of EUR 18,000. Its accounts and Vpb returns are up to date. Turbo liquidation is excluded, because there is cash. The owner chooses a regular liquidation. Suppose EUR 38,000 is left after the final costs. The surplus above capital is EUR 20,000: dividend tax at 15% is EUR 3,000. In box 2 the gain of EUR 20,000 is taxed at 24.5%, EUR 4,900, against which the EUR 3,000 is credited, leaving EUR 1,900 to pay. Had the owner let the filings lapse instead, the KvK could dissolve the company under Article 2:19a after two missing years, and the cash would still need a liquidation.
Law and practice: Civil Code Book 2, Articles 2:19, 2:23 to 2:23c; Dividend Tax Act 1965, Article 3; Income Tax Act 2001, Chapter 4 (box 2), rates for 2026; Law of 10 August 1915, provisions on dissolution and liquidation; LIR, Articles 97 and 146; Commercial Code, Article 440 (filing for bankruptcy).
Check your dormant company
The checker applies the register procedures, the minimum net wealth tax and the loss rules above. It is an orientation, not advice on your file.
Dormant company: keep, sell, reactivate or close?
Describe the company as it is today. You get the risk level and the timeline the registers apply, the obligations that are still running, the option that usually fits and the next steps.
The law treats a quiet company like any other.
Accounts and Vpb return missing for a year: KvK dissolution in the Netherlands.
From the LBR letter to deletion in Luxembourg; penalties from month seven.
They rarely survive a sale; they do survive a restart by the same owner.
Dormant companies: frequent questions
Can a Dutch B.V. be put on hold at the KvK?
No. The KvK has no inactive status for a B.V. A company that stops trading stays registered with all its duties: annual accounts, the corporate tax return when the Belastingdienst invites one, VAT returns while it holds a VAT number, and UBO and director updates.
When can the KvK dissolve a dormant B.V. on its own?
Under Article 2:19a of the Civil Code, when at least two of four circumstances exist: no reachable director for a year, annual accounts not published for a year, no corporate tax return for a year after a reminder, or the company cannot be reached at its registered address. The KvK dissolves it eight weeks after a notice if the defects remain.
Does a dormant Luxembourg company still pay tax?
Yes. Every company with its seat or central administration in Luxembourg owes the minimum net wealth tax each year: EUR 535 with a balance sheet up to EUR 350,000, EUR 1,605 up to EUR 2 million and EUR 4,815 above, even with no income. It also files the corporate income tax, municipal business tax and net wealth tax returns every year.
Does deletion from the Luxembourg register end the company?
No. After twelve months in the LBR compliance procedure the company is deleted from the register ex officio, but deletion does not dissolve it and it keeps its legal personality. Its tax debts, its managers' duties and its assets remain, and the prosecutor can pursue dissolution.
Can I sell a dormant company with tax losses?
You can sell the shares, but the losses rarely travel with them. In the Netherlands a change of 30% or more in the ultimate interest cuts off carried-forward losses unless the activity and investment tests are met, and a dormant company fails the activity test. In Luxembourg the tax authorities deny losses where a company is bought mainly to use them.
Is there withholding tax when a dormant company is liquidated?
In the Netherlands, the surplus above the paid-in capital recognised for tax carries 15% dividend tax, unless an exemption applies, and a Dutch individual shareholder pays box 2 tax on the gain. In Luxembourg, liquidation proceeds bear no withholding tax; the shareholder is taxed in its own country.