Rules for VOF, CV, and maatschap change

The current rules for the maatschap (professional partnership), the commanditaire vennootschap (limited partnership, CV), and vennootschap onder firma (general partnership, VOF) originate partly from 1838. The government wants to amend them with the Wet Modernisering van Vennootschappen (Modernisation of Partnerships Act, in Dutch) The law is still in preparation and its effective date is not yet known. So, it is not yet necessary for a CV, VOF, or maatschap to take any action.

VOF and maatschap to disappear

According to the bill, the general partnership (VOF) and professional partnership (maatschap) will disappear. They will be replaced by an openbare vennootschap (public partnership, OV). The CV remains.

In addition, partnerships will be given legal personality, liability will change, and the rules for continuation will be modified.

Legal personality

According to the proposal, the OV and CV will have legal personality. An OV and CV can therefore act independently and easily change legal structure. This also means you can put goods and assets, such as business premises, in the name of the company.

Currently, partnerships do not have legal personality. As a result, partners must act in person and changing legal structure is difficult. Also, a VOF, CV or maatschap cannot have assets in its name. Those assets are in the names of partners or associates.

Giving the OV and CV legal personality means creditors have more clarity. They can then easily see in registers, for example at the Land Registry Office, what assets the company has. This will separate private and company assets.

It is also difficult now to convert a partnership into a legal entity such as a BV, NV, cooperative, association or foundation. This will be much easier after the introduction of the law, because an OV and CV will have legal personality, 

Liability

The rules on liability will also change. Because the OV and CV will have legal personality, creditors will be able to sue the company directly. If the company cannot satisfy the claim, then the partners will be jointly and severally liable. This means that each partner is liable for the entire amount.

This is already the case with VOFs and CVs. In a maatschap, the partners are currently liable for equal parts. For example, for a quarter of the amount if there are 4 partners.

Limit liability to 1 partner

The new law should make it possible to hold 1 partner liable for an assignment. Only that partner must have received the assignment. For example, restoring a work of art or giving tax advice.

If the assignment goes wrong, the other partners will not be liable. This makes it easier to take on work that involves more risk.

Joining or leaving the partnership

The liability of partners after joining or leaving the company will also change. After the change in the law, you can be held liable for up to 5 years after you leave the company but no longer than that. Currently, it can be for a longer period. For example, if a contract has a longer duration.

A partner joining the company will be better protected against claims against the partnership that arose before their entry. The partner will not be liable for these, unless the claim became due after they joined.

Currently you are immediately liable for due claims after joining, such as debts for the company's rent or energy bills. The change gives creditors and partners more security.

Joint liability for CV

A lender will be allowed to act publicly for the CV without being jointly liable. This can be done based on a power of attorney. The lender is currently jointly liable if it acts for the CV in public.

The authorised person's actions may not be a major cause of bankruptcy. In that case, they are jointly liable. These new rules make the CV more flexible, without putting creditors at a disadvantage.

Register in the Business Register

If the OV or CV is not registered in the Business Register, then the company still has legal personality. But its legal capacity is limited.

An OV or CV that is not registered cannot own registered property such as business premises, be a managing director in another company, be an heir or have registered shares. These restrictions currently apply to a VOF, CV, or maatschap.

Distinction between professional and business activities disappears

The distinction between a regulated profession and general business activities will disappear. When the law takes effect, you will be able to carry out both regulated and unregulated professional and business activities in an OV or CV.

Currently you carry out unregulated activities in a VOF and use a maatschap for regulated professions. These are professions someone can practice independently if they have the right knowledge and training. For example, lawyers, notaries, or family doctors. Or someone with a unique talent or special quality such as an artist or performer.

Continuing partnership with 1 partner

Under the new law, an OV or CV is not immediately dissolved if only 1 partner remains. The remaining partner will be given 3 months to continue the business alone. If a new partner joins, the partnership is restored.

Currently a partnership is immediately dissolved if only 1 partner or associate remains, unless otherwise stipulated in the partnership agreement. Ending the partnership immediately is not always convenient.

Fewer burdens

Entrepreneurs should suffer as little as possible from the new law. Thus, the intention is that compliance costs should be lower. Filing financial statements, for example, will no longer be required. Existing VOFs and maatschappen will not have to change their name either.

Effective date

The effective date of this (legislative) amendment is not yet known. Its entry into force depends on approval by the Lower and Upper Houses of Parliament. It will then also be clear what the consequences are for existing VOFs, CVs, and maatschappen.

Help

Do you have questions regarding these new rules? If so, contact KVK. Together we can explore your situation and how we can help you further.