Retroactivity in silent conversion, return corporate merger, legal merger and split-off

28 April 2020 - Conversion of a privately held enterprise into a NV or BV and vice versa is possible under certain conditions with retroactive effect from the beginning of the year (i.e. transition time).

Silent conversion and silent return

One of the conditions for retroactivity is that the necessary legal acts are performed within fifteen months after the time to which retroactive effect is desired. For example, the deadline for retroactivity of silent conversion and silent return with retroactive effect to 1 January 2019 expired on 31 March 2020.

The current special circumstances may have led to the situation that this period cannot be met. Based on the new measures, the fifteen-month period is therefore extended by three months when this period normally would expire in the period from 1 March 2020 to 31 May 2020.

Corporate mergers, legal mergers and split-offs

The facilities for corporate mergers, legal mergers and split-offs that use retroactive effect from the beginning of the financial year are subject to the requirement that certain legal acts must be carried out within twelve months (company merger within fifteen months) until the facility works backwards. Thus, for these legal acts, the period within which they must be completed is extended by three months in the case when this period would normally expire between 1 March 2020 and 31 May 2020.


Do you require more information? Please contact Eric Klein Hesseling by email or by phone +31 (0)88 277 23 84 or Erik Stroeve by email or by phone +31 (0)88 277 24 55. They will be happy to help you.