Professional partnership (maatschap)

What is a professional partnership?

A professional partnership is a legal structure in which 2 or more partners (the maten) conduct a business jointly and under 1 name. Every partner runs their own business within the partnership and is personally responsible for it. General practitioners, architects, farmers and physiotherapists are relatively often united in a partnership. You work together but are independent.

The professional partnership is a partnership that usually consists of natural persons. The characteristics of a maatschap are:

• Partners work on equal standing.
• Each partner brings equity to the maatschap, e.g. labour, cash or goods.
• A maatschap is based on financial gain, shared accordingly by the partners.

Difference with a general partnership

Are you a painter, carpenter or do you own a shop? Then you cannot work together in a maatschap. Working together can then be done in a general partnership (vof). This is because you perform professional activities with a vof and you exercise a profession with a maatschap. So, the activities you perform determine the difference.

For example, consider a practice with two independent dentists, with each dentist having their own clients. However, they do share the rental costs of the practice. In a general partnership (vof), you are jointly responsible for running the business and the results. Think of a two-person flower shop, where both people are responsible for things like purchasing, administration and helping customers.

The maatschap and the vof also differ in terms of liability. In a vof, all partners are liable for the debts of the partnership, even if another partner incurs those debts. With the maatschap you are in principle only liable for your own share.

Setting up a professional partnership

You do not need to visit a civil-law notary or lawyer to set up a partnership or draw up a partnership contract. It is allowed of course. For example to investigate the advantages and disadvantages of a partnership.

If you want to set up a professional partnership, you will have to list your partnership in the Business Register. You can use the Public partnership form. You cannot register a non-trading undisclosed partnership. This is referred to in Dutch as a stille maatschap zonder onderneming.

Tip: tool for choosing a Dutch legal structure

There are several considerations to take into account when setting up a business. Your legal structure determines your liability and which taxes you need to pay. Are you not sure whether the maatschap is the right legal structure for your business? Use the Tool for choosing a Dutch legal structure to find out which legal structure best suits your company.

UBO register 

Professional partnerships that register in the Dutch Business Register have to include their ultimate beneficial owner(s) or UBOs in the UBO register. Persons who have more than 25% of the company shares, more than 25% of the voting rights, and/or have the ultimate say in company matters are considered UBOs. You have to report your company's UBOs to the Netherlands Chamber of Commerce KVK for inclusion in the UBO register. 

The partnership contract

It's not mandatory to draft a partnership contract when setting up a partnership. But it is often sensible to do so if you need to put your agreements in writing. A contract also serves as an article of evidence for business relations or the Belastingdienst. For example, a maatschap contract might include arrangements about:

• Who the partners are and the equity they each bring into the company, e.g. cash, labour, equipment, etc.
• How profits are shared. This is based on the equity brought into the maatschap unless otherwise specified. It is not permitted for partners to agree that one partner (maat) receives all the profit.
• Who is authorised to do what. Each partner is permitted to perform any act of management as part of day-to-day operations. Other acts, e.g. buying expensive equipment, should be agreed jointly by all the partners.
• 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.

Costs

You register your partnership with KVK. You first pre-register the professional partnership online. Then you make an appointment with KVK to complete the registration. To complete the registration in 1 go, all partners (maten) should come to this appointment at the same time. You pay a registration fee.

In addition to the registration costs, a company has business expenses. Think of costs for designing a house style or logo, bank costs, meeting costs, business insurances and administration costs. Also notary costs if you them draw up a partnership contract.

As a partner, you pay national insurance contributions yourself, such as AOW, via income tax.

As a self-employed professional, you cannot rely on employee insurance schemes such as the Sickness Benefits Act, WW or the WIA, because you do not pay for them through income tax. Do you want to avoid the risk of disability? Then take out disability insurance yourself or arrange for savings.

Liability and debts

The partners are responsible for their own actions and accountable for finances with their own money. Also for any debts. A The professional partnership is a collaboration agreement. Yet, you initially only make obligations for yourself and not for the other partners. Only in the following cases are the partners jointly and equally liable:

• The partners have given each other power of attorney for certain actions in a partnership contract.
• The partners have jointly decided to carry out an act or transaction. For example, to hire a receptionist or rent a practice space.

Individual partners are fully liable if the partnership does not properly carry out an accepted assignment and fails to perform. Then a partners can be held liable for the entire amount by a creditor. Just like with a general partnership (vof). The liable partner can then settle this with the other partners.

Marriage

What starting your own partnership means for your home situation depends on if and when you are married. For example, do you start a business during your marriage in limited community of property? Then the company falls into the limited community of poperty and the married partner is liable.

Do you have a prenuptial agreement? Then a separate capital can still be involved in a bankruptcy. For example, if a house is in the name of the non-entrepreneurial partner and this partner earns too little to pay the mortgage. Or if you do not comply with the rules of the prenuptial agreement.

Signing authority

As a (company) partner you are always authorised to sign for normal daily things. This means that you can sign contracts or perform certain legal acts on behalf of the company. For larger actions, each partner must give permission. For example, hiring staff. This can be inconvenient. That is why you can give each other a power of attorney for certain actions. You can also arrange each other's powers via the partnership contract.

In some cases it is useful that someone else, for example a member of staff, can also sign on behalf of the partnership. This is useful, for example, if the partners are abroad. This can be done with a power of attorney. In the power of attorney you can also indicate what the authorised person may or may not do. Register the authorised representative in the Business Register. This is not mandatory, but useful. This way, business partners know who is authorised to act on behalf of the company.

Do you have debts?

In addition to your own business assets, as a partner you are also liable for the debts of the partnership with your private assets. Creditors must first recover from the business assets. If that is not enough, they can recover the debt from your private assets. If a partner acts outside their power of attorney or does something that is outside the normal course of business, then this partner is personally liable for this.

When a partner has private debts, the private creditor cannot claim the business assets of the partnership or the private assets of the other partners.

From a private debt, a partner may have to deal with debt restructuring or personal bankruptcy. This does have consequences for the partnership, because legislation limits this partner in their independent actions.

Can you no longer pay your suppliers and can you no longer pay off your outstanding debts? It is important to seek help quickly. Use the debt flowchart and see where to find help with business and/or private debts.

Starting with debt

If you are in the process of statutory debt restructuring under the Natural Persons Debt Restructuring Act (Wet schuldsanering natuurlijke personen, Wsnp), please know that in principle we do not register in the business Register. First consult with the administrator and ask what your options are.

Taxes

The partnership has fiscal transparency. This means that every partner that meets the requirements for entrepreneurship (in Dutch) is an entrepreneur for income tax purposes.

Each partner pays income tax on his part of the company’s profit and is entitled to an SME profit exemption (mkb-winstvrijstelling). If you also meet the hours criterion, you are entitled to more tax benefits, such as the private business ownership allowance (zelfstandigenaftrek) and retirement reserve (oudedagsreserve). Starters may also be eligible for tax relief for new companies (startersaftrek) in the first 3 years.

The partnership itself is not subject to income tax.

The partnership itself does pay VAT. Not the partners personally. Many professions are exempt from VAT, for example for medical professionals.

Administration

A partnership is obliged to keep records. Each partner individually and the maatschap as a whole must keep its own accounts. Accounting is an important part of the administration. You use the data to prepare annual accounts that give you an overview of the financial position. This way you make an overview of what costs you have incurred and what has come in. You do your tax returns based on these annual accounts. You do not have to file these annual accounts with the KVK and are not public.

The Tax and Customs Administration sets requirements for your administration. The administration consists of more than just your annual accounts. Your agenda, quotations and invoices are also part of your administration. Apart from being mandatory, it is also useful to know how you are doing. You can do your administration yourself or outsource it to a bookkeeper or accountant.

Personnel

If you choose to hire personnel, then the partnership (all partners jointly) is the employer. The partnership will then have to deal with payroll taxes and social security contributions. This also applies if you hire someone separately from the partnership, i.e. for your own company

If you are hiring an employee for the first time, you must register as an employer with the Dutch Tax and Customs Administration. You must also report this to KVK.

Ending a professional partnership

It is always possible to change your legal structure. For example, you can convert the partnership into a bv or cooperative. For example, because you no longer want to be personally liable, want to gain more tax benefits or want to spread your risks. Whatever the reason, if you want to convert the partnership into a bv or cooperative, it must be done by a civil-law notary.

The maatschap ceases to exist if a partner leaves the partnership agreement or dies. But it is possible to include a survivorship or takeover clause in the partnership contract. The partnership can then, for example, continue with a new partner or continue as a sole proprietorship. In the contract you also arrange how the value is determined and how you will divide the property. So you determine who is entitled to what.

Terminating a partnership

If the partnership ends completely, for example because the partners terminate it, the company must be dissolved and matters must be settled. This means that the partners pay the debts and possibly get their share back in kind or money. How this is done is described in the partnership contract. For example, you agree that you will divide what remains on the basis of everyone's profit share. Or that you repay remaining debts in proportion to your profit share. You must report changes to the partnership to KVK and the Tax and Customs Administration.

Take into account that the termination of the partnership may also have consequences for, for example, permits from the municipality, financing, insurance, pension fund or bank account of the partnership. Consult the website of the relevant (financial) institution to check which steps you must follow if you terminate the partnership.

Termination of a company is final. There is a lot involved. What do you need to arrange (first), and with whom? Read what you need to do in Ending your professional partnership (maatschap).

Make sure you report the changes to KVK and the Netherlands Tax Administration.

Professional partnership between life partners

A maatschap is also a suitable legal form for spouses or life partners to work together. It is even possible to structure profit sharing between partners in order to maximise your tax benefits (subject to other income and deductible items). This should however be in balance with the work performed. For example, it is not possible to share profits 50/50 if one partner performs 90% of all the work.This way you can drop the income into a more favourable tax rate scale, which gives you an advantage.

If both partners are regarded as entrepreneurs by the Tax and Customs Administration, they can both benefit from:

• private business ownership allowance (zelfstandigenaftrek)
• tax relief for new companies (startersaftrek)
• discontinuation relief (stakingsaftrek)
• investment allowance (investeringsaftrek) 

But also from arbitrary depreciation at the start and building up the old-age reserve. You only have these advantages if both partners perform work on an equal basis. So more or less doing the same job and being equal in decision-making. If one of the partners only performs supporting activities, for example only the administration, then this partner is not entitled to the deduction options.

Stille maatschap

In addition to the public partnership, there is the undisclosed professional partnership (stille maatschap): a partnership that is not public and does not appear with a company name. Think of it as a mutual collaboration that is not visible. Both agriculture and the liberal professions there are many mutual agreements. For example about purchasing and using a machine together, renting or buying an office building or having subscriptions. Such agreements are often recorded in a stille maatschap. If a stille maatschap runs a business, you must register the stille maatschap in the Business Register. If a stille maatschap has tax consequences, this must be known at the Tax and Customs Administration.

The cost partnership (kostenmaatschap)

If you record in an agreement not to share revenues, but to share costs, this is also referred to as a cost partnership, or kostenmaatschap. A cost partnership is often a stille maatschap: the cooperation is not visible. The cost partnership also usually does not meet the entrepreneurial criteria as applied by KVK. Then you do not have to register the cost partnership in the Business Register. UBO registration is not necessary either.

If a cost partnership does run a business, you must register the cost partnership in the Business Register and register UBOs.

Note: the company criteria used by KVK to assess if the partnership has a business differs from those of the Tax and Customs Administration. This may mean that KVK does not regard the activities of the cost partnership as a business, but the Tax and Customs Administration does, or vice versa.

If the Tax and Customs Administration sees the cost partnership as a business, this may mean that the charging of the costs by the cost partnership to the partners is regarded as a 'performance against remuneration' (prestatie tegen vergoeding). The cost partnership must then charge the partners VAT.

Costs for joint account

An alternative to divide the common costs is via 'joint account' (gemene rekening). Then you let one of the parties bear the costs and you agree on a fixed allocation formula for the cost allocation. You determine the allocation formula in advance. The distribution takes place without a profit mark-up. It is important that the person who distributes the costs also bears part of the costs. If you meet these conditions, there is no reason to charge VAT.

Pool agreement

Another possibility is the pool agreement (pot-overeenkomst). Participants pool money in a joint 'pot' from which they pay the costs. You do not have to pay VAT on the contribution. As joint entrepreneurs you conclude contracts with a longer term. Every entrepreneur is a contracting party and places their signature under the contract. This can be an employment contract, but also, for example, a supply contract for gas, water, light or telecom. Unlike the costs for joint account, the allocation formula has no conditions. So, a pool agreement offers more flexibility.

Partnership or BV?

Are you in doubt between a partnership or bv? List the differences and determine what is important to you. For example, the tax rates for the bv are slightly lower with higher profits, but the annual costs are somewhat higher. The difference in personal liability also often plays a role. When making your choice, be well informed by an expert or civil-law notary. Look at your personal situation and have everything calculated properly.

Do you want to know which legal form suits you best? Use this tool to find out which legal structure best suits your situation.