A fast dissolution only works when the balance sheet is truly quiet.
On a closing day, a DGA can think the file is empty. No staff. No invoices. No bank balance. Just a KVK form and a signature line. In practice, the last page often hides the real fight. Rechtbank Gelderland ruled on 18 February 2026, ECLI:NL:RBGEL:2026:1078, that a liquidation caused a DGA pension claim to be given up while it was still capable of realisation because the BV held a receivable on the DGA.
The signal has to become readable
The tax result followed the value, not the cash. The court treated the pension value as wage from former employment and left the additional assessment, revisierente and tax interest in place. That is the real lesson in small-company closure. A BV and its owner may feel like one pocket. Tax law keeps them apart.
The ledger still speaks
Many older DGAs still carry pension promises from the pension-in-own-management years. New accrual in own management stopped on 1 July 2017, but earlier rights did not disappear. Belastingdienst keeps those rights tied to the arrangement that created them. If the arrangement requires indexation or actuarial valuation, the closing year is not the moment to forget that history.
Belastingdienst also keeps the waiver rules tight. Giving up an in-own-management pension claim can fall under wage tax as wage from former employment under article 19b of the Wage Tax Act, kept alive for existing claims through article 38n. If a claim is partly capable of realisation, only the realisable part is taxed. Tax-free waiver sits in a narrow lane. Bankruptcy, suspension of payments or full debt restructuring are the clearest examples. A shareholder wish alone is not enough.
Set-off can keep value alive
This is where the business reality bites. A founder may say the BV has no money. The accounts may show that the DGA owes the BV money. If the BV can set off, collect, value or use that receivable, the pension promise may still have real value. The bank balance is not the final word. A balance sheet can still speak after trading has stopped.
What the signal changes
That is why closure files go wrong so often. People look at cash. The tax file looks at rights. A receivable on the DGA can keep the BV from being truly empty, and that changes the way the last pension promise is read.
Form 17a is not a broom
Form 17a reports the dissolution of a legal entity to the Commercial Register. It is a registry step, not a clean-up tool. KVK makes the first question simple: does the legal entity still have assets, or baten? Assets are not only cash, stock or a company car. They also include amounts still due to the legal entity, such as receivables from customers, the Tax Administration or, in a DGA file, the owner.
Turboliquidation works only when there are no assets at the time of dissolution. The transparency rules around turboliquidation leave a clear trail. Within fourteen days, the board files a balance sheet, a statement of income and expenses and an explanation of why there were no assets. The board must also inform creditors in writing that the documents have been filed.
Rijksoverheid extended the temporary transparency law in 2025 for another two years, with more transparency, stronger creditor protection and action against misuse in mind. That does not make every small closure suspicious. CBS counted 53,540 business cessations in the first quarter of 2026, and stopping a business is normal economic life. The weak point is not closure itself. It is closing before the accounts and the legal story say the same thing.
The current account is the bridge
The DGA current account often starts innocently. A private bill is paid from the BV. A refund moves the other way. A few expenses are settled later. Belastingdienst describes a current account as a running account for small temporary amounts. Up to €17,500, interest can be avoided only if the balance never exceeds that level during the year. If it does, interest must be calculated over the whole amount. The rule also falls away when the balance is really a loan.
What founders should check
In an owner-managed closure, that distinction matters. A large current-account debt is a financing relationship. It asks for agreements, interest, repayment behaviour and tax treatment. If the BV also carries a pension, stamrecht, ODV or lijfrente obligation, that debt can connect private borrowing to old-age rights. Belastingdienst warns that unbusinesslike borrowing can have consequences for both the DGA and the BV, including treatment as a distribution and, where relevant, pension or stamrecht buyout with revisierente.
Since 2023, the excessive-borrowing rules add another layer. Borrowing above €500,000 from the BV is taxed as substantial-interest income in Box 2, with a higher threshold for 2023. Do not read that rule back into older court years. For a 2026 owner, it still shows the same thing in another way. The private loan drawer and the pension drawer are no longer safely separate.
Before the signature
Back at the closing table, the KVK form may still be ready. The better question is simple. Is the BV truly empty, or is it only no longer trading? A dormant holding with an old pension provision, a DGA receivable, unpaid interest and a final corporate income tax position is not a quiet company. It is a company whose last act still has to be reconciled.
A careful closing conversation starts with the latest balance sheet, not with the deregistration date. Pension, ODV, stamrecht and lijfrente positions need to be named. The DGA debt needs to be split into current account, loan, interest and repayment reality. Receivables, tax refunds, creditor claims and the final corporate income tax return need to fit the same story. Belastingdienst also states that a BV with a pension or lijfrente obligation on the balance sheet cannot simply close and points taxpayers toward prior consultation in those situations.
Fast closure is not the enemy. Pretending that old promises and private debts are background noise is the enemy. A BV can stop trading long before it is clean enough to disappear. The discipline is simple. The registry, the tax return, the balance sheet and the private debt position must describe the same reality. When old pension rights remain on the balance sheet, earn that correspondence before the signature.
Sources
- Prijsgeven pensioen bij turboliquidatie belast in box 1 – Taxence
- Rechtspraak – Court signal on liquidation and pension in own management
- Belastingdienst, Centraal Aanspreekpunt Pensioenen – Giving up pension or ODV rights
- Belastingdienst, Centraal Aanspreekpunt Pensioenen – When pension rights are not capable of realisation
- Belastingdienst – Current official position on pension in own management
- Belastingdienst, Centraal Aanspreekpunt Pensioenen – Using pension in own management to buy a lijfrente
- Belastingdienst – Tax consequences when stopping a BV
- Belastingdienst – Vpb attention points before liquidation
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