Professional partnership (maatschap)

What is a professional partnership?

In a professional partnership, entrepreneurs with a regulated profession (vrij beroep) work together under the same company name. The advantage is that you remain independent, but you can share costs, such as the rent for business premises, or the cost of expensive equipment. You also are free in what you agree on with each other. Each partner contributes something to the partnership, which can be money, labour, or equipment.

For example: 3 dentists work at the Healthy Tooth dental practice. Each dentist works independently, but they share the costs for the practice space, a reception, and cleaning service.

Difference with a general partnership (VOF)

A professional partnership is similar to the legal structure of a general partnership (vof), but there are differences. In a professional partnership, both partners have the same liberal profession, which they practise independently. This is not necessary in a general partnership (vof).

And in a professional partnership, the liability is divided among the partners. Each partner is equally liable. Suppose a professional partnership with 4 partners incurs a debt of €10,000. Then each partner is liable for €2,500. In a vof, each partner is liable for the entire debt of the partnership.

Setting up a professional partnership

When you establish a maatschap, all partners register in the KVK Business Register. You pay a registration fee for this. It is not mandatory to enlist the help of a civil-law notary.

UBOs

You must also register the ultimate beneficial owners (UBOs). These are the ultimate stakeholders in the maatschap. For example, people who own more than 25% of the assets of the partnership. An organisation can have one or more UBOs. You register UBOs in the KVK UBO register.

The partnership contract

Agreements about the maatschap are laid down in a cooperation contract, also known as a professional partnership contract (maatschapcontract). This is not mandatory, but it is advisable. This way you avoid misunderstandings about the agreements.

In a cooperation contract, you would include the following, for example:

• Who the partners are and the equity they each bring into the company, for example, cash, labour, equipment, etc.
• How profits are shared. 
• Who is authorised to do what. 
• How and when you split up.

You may draw up a partnership contract yourself, or arrange it through a lawyer, civil-law notary or specialist. You can also use standard models that you can get through various providers and then fill in or complete yourself.

Liability and debts

The professional partnership is a collaboration of independent entrepreneurs, but all partners are personally responsible. Unless you make other agreements, partners can only enter into obligations for themselves. For example, if you buy a machine or conclude a contract, you do so for yourself and not on behalf of the partnership.

Even if you incur debts, the other partners are not liable for them. The same applies the other way around: if one of the other partners incurs debts, creditors cannot come after you.

Joint liability

There are 2 cases in which the partners are jointly liable. Each partner is then equally liable:

• The partners have given each other authorisation (permission) in a partnership agreement. For example, to sign contracts.
• The partners make a decision together or conclude an agreement together. For example, to hire a receptionist or to rent practice space.

If the professional partnership fails to do a job properly, a creditor can hold the partners equally liable.

It is possible that your partner is also liable for the debts of the maatschap. This depends on if and under what conditions you are married.

Authorised to sign

All partners are authorised to sign for the normal, everyday business matters. For example, you may order office supplies on behalf of the maatschap, or decide that the receptionist should have a day off.

For larger decisions and contracts, each partner must give permission. This includes hiring personnel, or buying an expensive piece of equipment. You can also choose to authorise each other to perform certain actions. You can include agreements about this in the partnership agreement.

Authorising others

Sometimes it is practical for someone else to be able to make decisions on behalf of the professional partnership, such as a member of staff. This can also be arranged with a power of attorney (volmacht). A power of attorney is official permission to do something on behalf of the maatschap.

It is useful to register the authorised person (in Dutch) in the Business Register. This allows business relations such as suppliers to check who is authorised to sign contracts on behalf of the maatschap.

Maatschap with debts

Debts may arise. If the professional partnership can no longer pay these debts, creditors can claim the private assets of the partners. But what if you have made agreements for which you do not have a power of attorney? Then you are personally liable. Creditors cannot claim form the other partners in this case.

Partner with private debts

Creditors cannot recover private debts from the assets of the professional partnership, or from the private money of the other partners. But a partner with debts can enter into debt restructuring, or go bankrupt personally. This has consequences for the maatschap. In the worst case, the partnership may have to close down.

Help with debts

What if the professional partnership cannot pay its suppliers and its outstanding debts? In that case, it is important to seek help quickly. Check where you can go for help with debts.

Administration and taxes

Every business must keep a business administration. If you work together in a professional partnership, you keep your own records ànd a joint administration for the partnership.

In a maatschap, the partners remain independent entrepreneurs. So, you file your own tax return for your income from the partnership. If you meet the criteria of the Netherlands Tax Administration, you file an income tax return as an entrepreneur. You may also be entitled to tax benefits for entrepreneurs. You pay national insurance contributions through your income tax, such as for your state pension (AOW). You are not entitled to employee insurance. You must take out insurance policies yourself for this.

The professional partnership files a VAT return. Note: some professions are exempt from VAT, such as medical professions.

Staff

If the maatschap employs staff, the maatschap is the employer. Professional partnerships often hire support staff, such as a receptionist or cleaner. The professional partnership must pay payroll taxes and social security contributions.

Changing or ending a professional partnership

It is always possible to change your legal structure. For example, you can convert a maatschap into a private limited company (BV) or a cooperative. This can have consequences for your taxes.

A partner stops working or dies

If a partner stops working or dies, the professional partnership ends according to the law. If you want the professional partnership to continue when a partner leaves or dies, you must arrange this in the partnership contract. You can do this with a clause on continued partnership or a clause on transfer. The professional partnership can then continue with a new partner, or as a sole proprietorship. In the contract you also arrange how you determine the value and who is entitled to what.

Ending the professional partnership

If the professional partnership wants to close down, you must dissolve and liquidate the business. This means that you pay off any debts of the maatschap, and you may receive your share of the profits. The way in which this happens is agreed in advance in the partnership contract. In the step-by-step guide ‘Ending your professional partnership’, you can read what you need to arrange when you end your maatschap.

Professional partnership with your life partner

Do you and your partner or spouse have the same liberal profession? If so, you can also opt for a professional partnership. You can then divide the profits in such a way that you pay less tax. The distribution must correspond to the work you do. Suppose your partner does 90% of the work, then you cannot divide the profits 50/50. An accountant can advise you on this.

If you are both entrepreneurs for income tax purposes, you can both receive tax benefit. The private business ownership allowance (zelfstandigenaftrek) and the tax relief for new companies (startersaftrek), for example. This only applies if you work together in an equal manner. Does one of the partners only do support work, such as administration? Then this partner is not entitled to a tax benefit.

Silent professional partnership

In addition to the ‘regular’ maatschap, there is the silent professional partnership (stille maatschap). This is a collaboration that is not visible to the outside world. You also do not have a joint company name. With a silent professional partnership, you can, for example, buy and use machines together, rent or buy office space or take out subscriptions.

If a silent professional partnership has a business, you must register the partnership in the Business Register.

Cost partnership

The cost partnership (kostenmaatschap) is also a silent partnership. Usually the cost partnership does not meet the entrepreneurial criteria of KVK. In that case, it is not necessary to register with KVK.

It is possible that a cost partnership does not meet the criteria of KVK, but does meet those of the Netherlands Tax Administration. If the professional partnership charges its partners for costs, this is considered a ‘service provided in return for payment’. The professional partnership must then charge VAT.

Dividing costs

There are various ways to share costs in a maatschap.

Shared costs

In the case of shared costs (kosten voor gemene rekening), one of the partners advances the costs. You agree in advance on a fixed distribution of the costs. The person who advances the costs does not make a profit on the repayments by the other partners. That person must also bear part of the costs themselves. If you meet these conditions, the person who advances the costs does not have to charge VAT.

Joint account

In a joint account agreement (potovereenkomst), the partners deposit money in a joint account. You use this account to pay the costs. You do not have to pay VAT on the deposit. You conclude contracts together and each entrepreneur signs. These can be employment contracts, but also contracts for gas, water, electricity or telecom. There are no conditions on how you divide the costs.

Professional partnership or private limited company (BV)?

Are you unsure whether to choose a professional partnership or a private limited company (BV)? The tax rates for the BV are slightly lower with higher profits, but the annual costs are higher. The difference in personal liability also often plays a role. Ask a civil-law notary or other expert for advice, because the best legal structure for your situation depends on your situation.

Also take a look at the Decision tool: find the legal form that suits you.