General partnership (vof)

What is a general partnership?

A vof is a legal form in which 2 or more business partners are jointly responsible for running a company. The owners are called partners. You can participate in more than 1 vof as a partner. In addition to being in a general partnership, you can also own a sole proprietorship or participate in 1 or more private limited companies (bv’s).

You can form a vof together with 1 or more other natural persons or legal entities, or with another vof or limited partnership. You do not need to have a sole proprietorship first.

A vof always has 1 company name and joint liability. 

Setting up a general partnership

You do not need to use a lawyer or notary when you set up a vof. But you must register your vof in the KVK Business Register.

When setting up a vof, you must register its ultimate beneficial owners (UBOs). They have more control and can make important decisions. For example, UBOs are entitled to more than 25% of the vof's assets. A vof can have 1 or more UBOs. You can register UBOs in the KVK's UBO register. 

Costs

When you register with KVK you first fill out an online form. You then make an appointment with KVK to complete the registration. You pay a one-time fee to register your vof in the Business Register.

Through income tax, you pay national insurance contributions, such as AOW. As a partner, you cannot claim employee benefits under the Sickness Benefits Act such as sickness, unemployment, or disability benefit (ziektewet, WW, and WIA respectively). So, you do not pay premiums for these through income tax. Depending on your personal situation and business activities, you can take out additional disability insurance. 

Liability and debts

As a partner in a vof, you are personally liable for its debts, even if another partner is responsible for causing the debts. Creditors initially make a claim on the business's assets. If these are insufficient, creditors can make a claim on each partner’s personal assets. A partner is liable not only for a part of the vof’s debts but for the whole amount. 

Man-vrouwfirma

The literal translation of man-vrouwfirma is husband-and-wife business, but it is simply a general partnership between spouses/romantic partners. Also if they are not husband and wife. If the Netherlands Tax Administration (Belastingdienst) views both partners as being self-employed individuals, this means that they can benefit from double tax breaks.

The disadvantage of a man-vrouwfirma is that both partners are personally liable. Prenuptial agreements do not provide any protection.

Vof contract 

It is not mandatory to draw up a vennootschapscontract (partnership agreement) , but it can be useful. You can do this yourself or with the help of a lawyer or legal adviser. In a vof contract you make agreements on, for example, the contribution of goods, the distribution of profits, and the customer portfolio. You can also agree to take out life insurance on each other to ensure that the business can continue if 1 of the partners dies.

When registering the vof, bring the partnership agreement with you. Are there any restrictions in the contract? For example, that individual partners may only enter contracts up to a certain amount on behalf of the vof. If so, we will register these restrictions in the Business Register. They then also apply to third parties. You can also add a partnership agreement to your KVK registration later.

Signing authority

If you are authorised to sign, you may perform legal acts on behalf of the vof. For example, you may sign contracts and report changes in the Business Register.

If you want to limit the partners’ signing authority, you can make agreements about this in the vof contract. Without a contract, all partners have full power. With a contract, you can limit the power. This means that you sometimes have to sign together. For example, for financial matters above a certain amount. If you register agreements on the power to sign within a vof, they are public via the Business Register. This means clients know for sure who is allowed to act on behalf of the company. If you do not register the agreements, they will only apply to the partners and not to third parties.

Power of attorney

A vof can also choose to appoint a power of attorney to someone other than a partner. This person is then authorised to sign on behalf of the company. This can be useful if, for example, all partners are abroad on business. You can register this person in the Business Register. This registration is not mandatory, but it does make it clear for your clients who is allowed to act on behalf of the company.

Liability for spouses and couples

If you are married or in a registered partnership and have a vof, the consequences for your partner depend on your legal status as a couple. 

If you are married or registered in community of property, your partner will be financially liable for the vof's debts. But you can limit the risks of this with prenuptial agreements. However, despite prenuptial agreements, separated assets can still be involved in a bankruptcy. For example, if a house is in the name of the non-entrepreneurial partner and they earn too little to pay the mortgage. Or if you do not comply with the rules of the prenuptial agreement. If you already had a business before 1 January 2018 and then married or entered a partnership in limited community of property, different rules apply. It is advisable to ask a lawyer or notary for advice on how your vof affects your partner's liability.

Liability for partners joining a vof after its formation

A partner who joins a vof after its formation is also liable for debts that arose before they joined. Are you joining a vof that already exists? Then examine its accounts and financial position carefully before entering into the partnership agreement. You can also ask a lawyer or legal adviser to do this for you. New partners can also make agreements with existing partners about how to divide any pre-existing vof debts. If a claim then arises, the other partners reimburse the difference to the new partner.

Is a partner leaving the vof? Then they remain jointly and severally liable for any debts incurred up to the point of leaving.

Does a partner have debts?

As a partner, you are liable for the debts of the vof. Even if another partner has incurred these debts. When a partner has private debts, their creditors cannot claim the business assets of the vof or the private assets of the other partners.

However, due to private debts, a partner can face debt restructuring or personal bankruptcy. This does have consequences for the vof. It means this partner is then restricted by legislation from acting independently. Can you no longer pay your suppliers and settle outstanding debts? Then it is important to seek help quickly. Use the debt flowchart to see where you can get help with business and/or private debts.

Taxes

After you register the vof with KVK, the partners automatically receive notification from the Tax Administration. If business activities are subject to VAT the vof also receives a VAT identification number (VAT ID) and VAT tax number from the Tax Administration. You must submit online VAT returns quarterly or, at your own request, monthly. You need eHerkenning to do this. Be sure to apply on time.  

Income tax

Each partner in a vof pays income tax on their own share of the profits. Each partner completes their own income tax return, independently of the vof. You can only determine the real operating profit of the vof at the end of the financial year. And thus also the final amount of income tax payable by the partners. The profit made by the vof is divided among the partners after the end of the financial year. You agree on this distribution in the vof contract. A common distribution is 50/50 or in proportion to the number of hours worked.

Partners can also choose to pay part of the expected income tax monthly via a provisional return. In that case, only the over- or underpaid income tax remains to be settled after the end of the financial year.

If the Tax Administration sees you as a self-employed individual and you meet the hours criterion you are entitled to certain tax benefits. These include, for example, the zelfstandigaftrek (private business ownership allowance) and the SME profit exemption. Starters may also be eligible for the startersaftrek (tax relief for new companies). This relief can be used 3 times during the company’s first 5 years. This benefit can add up to several thousand euros on an annual basis. 

Business administration and bookkeeping

You are legally obliged to keep business records. Bookkeeping is an important part of this. You draw up an overview of the company's financial position, including costs incurred and income received. Tax returns are based on this overview. If all managing partners in your general partnership are foreign, you will have to file your annual accounts with KVK.

The Tax Administration sets legal requirements for your records. These include the annual accounts, but also things such as diaries, quotations, and invoices. You can do your administration yourself or have it done, for example by a bookkeeper or accountant. 

Personnel

A vof may hire staff. If you do, you must pay payroll taxes and social security contributions for your personnel. If you are hiring an employee for the first time, you must register as an employer with the Tax Administration. Put agreements on terms of employment in writing in an employment contract or use a collective labour agreement.

Changing or ending a general partnership

It is always possible to change your legal form. For example, you can change your vof into a bv. Or you may be able to continue as an eenmanszaak (a sole proprietorship) if a partner leaves or dies. There are several reasons you may want to change your legal form, such as less personal liability, tax benefits, and spreading risks.

Ending your general partnership

There are also several reasons you may want to end your vof. Age, lack of successors, or poor results for example. When you end the vof, you must deregister it from the KVK Business Register. This is followed by deregistration with the Tax Administration. You may then have to deal with taxation on the discontinuation profit. This is the case if the assets on the balance sheet are worth more than the book value, or if you sell the business for a higher value than shown in the books.

Bear in mind that if you terminate your vof it may have consequences for permits from the municipality, financing, insurance, pension fund, or the bank account of the partnership. Consult the website of the relevant (financial) institution to check what steps you need to follow if you end your vof. The step-by-step guide to ending your vof will help you through the process. From informing clients about your decision to deregistering from the Business Register. A bookkeeper or accountant can also help you further.

General partnership or private limited company?

Are you considering changing your vof into a bv? When choosing between a general partnership and a private limited company, the key factor is which form leaves you with the largest net profit. A vof has a different calculation of taxation on profits than a bv. The vof is fiscally more attractive with lower profits. The fiscal advantage of a bv only comes into effect from a profit of around €100,000 per partner. This amount is an indication and not a threshold. It depends on your personal situation and that of your partner(s).

In addition, the difference in private liability plays an important role for many entrepreneurs. When making your choice, get good advice from an expert or notary. Look at your personal situation and have everything properly calculated.

Want to know which legal form is best for your situation? Use the tool Which legal structure suits your company.