General partnership (vof or vennootschap onder firma)
A general partnership (vof) is a business in which at least two individuals work together under a shared name. Each person involved becomes a co-owner, also known as a partner. Each partner contributes something, whether it’s money, goods, or labor. No minimum capital is required. The vof is not a legal entity, therefore partners are personally liable for any debts the business incurs.
Registration
To start a vof, you need to register with the Chamber of Commerce (KVK). The registration fee is €80.10. Basic information such as the name, activities, and the names of the partners are recorded. You can prepare your registration online.
During registration, you also need to register the ultimate beneficial owners (UBOs) of your vof in the UBO register at the KVK. UBOs are individuals with more than 25% ownership interest.
Partnership agreement
While not obligatory, a partnership agreement is advisable. It outlines the terms of your collaboration, such as each partner's contribution and how profits are divided. You don't need a notary or lawyer for this; you can draft your own partnership agreement. The purpose of the vof and the partners' authorities are recorded in the Chamber of Commerce's Trade Register. Costs for drafting a partnership agreement through a notary or lawyer vary, typically ranging from €200 to €400.
Administration
You are legally obliged to maintain records for the vof. You can outsource this to an accountant. Prices generally range from €500 to €1,000 per year.
Paying taxes
Each partner pays income tax on their share of the income or profits. If the Dutch Tax Office (Belastingdienst) considers you an entrepreneur for income tax purposes, you're entitled to the SME profit exemption (mkb-vrijstelling). If you also meet the hours criterion, you're entitled to more tax benefits, such as the self-employed deduction and retirement reserve. Starters have the right to starter deductions for the first 3 years. The vof is liable for VAT.
Liability
The vof isn't a legal entity. Therefore, partners are responsible for all actions of the vof and personally liable for its finances, including any debts. A partner is personally liable for the entire debt of the vof, even if the debts were incurred by another partner.
Creditors can choose whether to claim against the company's assets or the partners' personal assets. If this is insufficient to repay the debts, creditors have the right to the partners' personal assets. If you're married in community of property, your spouse is also financially liable for the debts unless you have a prenuptial agreement.
If you or another partner have personal debts, the creditor cannot claim against the business assets of the VOF or the personal assets of other partners.
New partners
A partner who joins the vof later is automatically liable for debts incurred before their arrival. If you're not establishing a vof but joining an existing one, make sure to review the financial situation by reading all documents.
Later joining partners can also negotiate agreements on the distribution of any existing debts of the vof. In case of a claim, the other partners reimburse the difference to the new partner.
If a partner leaves, they remain jointly liable for the debts incurred during their presence. Partners can make agreements among themselves about the distribution and reimbursement of debts.
Signing authority
Each partner has signing authority, meaning they can sign contracts or perform certain legal acts on behalf of the vof. For example, notifying changes in the Trade Register. If you want restrictions on what a partner can sign on behalf of the vof, such as for high amounts, you can include these in the partnership agreement. These authorities are also recorded in the Trade Register.
The vof can also grant someone else power of attorney, allowing them to act on behalf of the company. Register this individual, the proxy holder, in the Trade Register. This is not obligatory but practical for your business partners to know who can act on behalf of the company.
Staff
With a vof, you can employ staff. You'll need to pay wage taxes and social security contributions for employees. If you're hiring an employee for the first time, you must register as an employer with the Tax and Customs Administration. Also, inform the KVK.
Social security
As a partner, you pay premiums for public insurance schemes. You're entitled to state pension (AOW) from the day you reach retirement age. AOW provides a basic income; you can arrange additional pension yourself.
You're not entitled to sickness benefits, unemployment benefits, or disability benefits. Therefore, it's advisable to take out disability insurance. If you're pregnant, you're entitled to a minimum 16-week maternity leave. Apply for this at the Employee Insurance Agency (UWV).
Depending on your business, it may be wise to take out other supplementary insurances.
Closing down
If the vof stops or one of the partners dies, the business must be dissolved, ending the vof. If you want the vof to continue after the departure of a partner, specify this in the partnership agreement with a continuity or takeover clause. This means the remaining partner(s) will take over the departed or deceased partner's contribution. For example, the vof can continue with a new partner or as a sole proprietorship if one remaining partner continues the business. The contract outlines who is entitled to what and how to divide the business.
If the business completely stops, you must dissolve the partnership. All partners must resign. After resigning, the partners distribute and liquidate the assets. This involves paying off debts and possibly receiving their share back in cash or kind, such as products. How this is done is detailed in the partnership agreement. For example, you may agree to distribute what remains based on each partner's share of profits. Or if there are remaining debts, the partners may agree to pay them from their personal assets.
Inform the KVK and the Dutch tax office about any changes to your VOF.
Dissolving your vof can have consequences for your bank account, financing, insurances, pension fund, and municipal permits. For instance, you may lose access to your business bank account.
Changing legal form
You can convert a vof into a private company (BV). One of the differences is that the BV becomes responsible for the business, including its finances and any debts. There are various ways to convert a vof into a BV, following the same steps as converting a sole proprietorship into a BV.
If a partner stops or dies, you can convert the vof into a sole proprietorship. This is possible only if the partnership agreement contains a continuity or takeover clause.
Man-woman partnership
A man-woman partnership is a vof between partners. If the Dutch tax Office considers both partners as independent entrepreneurs, this leads to double tax benefits. However, both partners are liable with their personal assets. Prenuptial agreements usually have no effect. The Dutch Tax Office closely examines whether both partners are genuinely entrepreneurs for income tax purposes.