Minutes GMS Turboliquidation Ltd.

Shareholder resolution turboliquidation

The law allows you to wind up a private limited company without assets with immediate effect (Section 2:19(4) of the Civil Code). You must have a balance sheet without assets to make this decision. This rapid dissolution without liquidation is called a turboliquidation.

The private limited company should have paid as many known creditors as possible. Also make sure you have terminated all current contracts, such as leases and the like. Before the shareholder resolution, make sure the balance sheet has been cleaned up.

What to fill in yourself

Check the articles of association to see if there are any special obligations when taking this decision. The minutes assume a private limited company with only one shareholder, or at least unanimity. You should include the factual details in the header.

Summary

Contains provisions on:

• Formal requirements for shareholder meeting;
• Content of the decision;
• Appointment of custodian.

Context

You use this document in the following situation:

The ability to dissolve a legal entity directly was intended to prevent bankruptcies without assets. The legal entity without assets can dissolve itself. This prevents a receiver from working for nothing. The private limited company that dissolves itself may not have any assets on its balance sheet.

The so-called turboliquidation is also abused. Shareholders transfer assets to another private limited company and liquidate the empty private limited company. Creditors are left empty-handed.

After the resolution, you can deregister the private limited company from the trades register. No liquidator is needed, as there is nothing to liquidate. A custodian must be appointed to keep the records for seven years.