A partnership is a business that two or more people run together for shared profit, without forming a company such as a BV. Dutch law has three forms: the general partnership (vennootschap onder firma, VOF), the limited partnership (commanditaire vennootschap, CV) and the professional partnership (maatschap); none of them has legal personality, so the partners are in principle personally liable for the debts.
The exception is the limited partner in a CV, whose liability is capped at the agreed contribution as long as that partner stays out of management. You set up any of the three without a notary, but you must register the partnership and all partners with the Netherlands Chamber of Commerce (KVK).
Which partnership forms does Dutch law offer?
The maatschap is regulated in Article 7A:1655 and following of the Dutch Civil Code (BW). The VOF and the CV are special forms of it, regulated in Articles 16 to 34 of the Dutch Commercial Code (Wetboek van Koophandel, WvK).
The VOF is the form for a commercial business run under a common name, such as a shop, a restaurant or an agency. The maatschap is traditionally used by professionals who practise together, such as doctors, accountants or architects. The CV combines one or more managing partners with one or more investors who stay in the background.
How does liability work in each form?
In a VOF, every partner is jointly and severally liable for all debts of the partnership (Article 18 WvK). In a maatschap, the partners are in principle liable for equal shares; in a CV, only the managing partners have unlimited liability.
Joint and several liability means a creditor of a VOF may claim the full amount from any one partner, including from private assets such as savings or a house. That partner must then recover the others’ shares internally. The partnership’s assets do form a separate fund: its creditors are paid from it before the partners’ private creditors. A partner who joins an existing VOF also becomes liable for debts that arose before joining.
In a maatschap, a partner who enters into an obligation with authority binds the partners for equal shares (Article 7A:1680 BW). Without authority, that partner binds only himself (Article 7A:1681 BW). In practice, a professional who makes an error is usually the one held liable for it, which is why many professionals combine a maatschap with private companies or insurance.
What is special about the limited partnership (CV)?
A CV has at least one managing partner (beherend vennoot) with unlimited liability and at least one limited partner (commanditaire vennoot) who only contributes capital. The limited partner’s liability is limited to the agreed contribution.
That protection has a strict condition. A limited partner may not act on behalf of the partnership, not even under a power of attorney. If he does, he becomes jointly and severally liable for all debts of the CV, just like a managing partner (Articles 20 and 21 WvK). The name of a limited partner should not appear in the firm name either.
How do the three forms compare?
The table sets out the main differences. The choice mainly depends on who manages the business and who bears the risk.
| 機能 | VOF | Maatschap | CV |
|---|---|---|---|
| 目的 | Commercial business under a common name | Professionals practising together | Business with managing partners and investors |
| 負債 | Joint and several for all debts (Art. 18 WvK) | Equal shares (Art. 7A:1680 BW) | Managing partners unlimited; limited partners up to their contribution |
| Authority to bind | Each partner, unless limited and registered | Only with authorisation | Only managing partners |
| Notary needed | いいえ | いいえ | いいえ |
How do you set up a partnership?
You conclude a partnership agreement and register with the KVK. A written agreement is not required by law, but without one the default statutory rules apply, which rarely fit.
に登録する KVK no earlier than one week before and no later than one week after the business starts. All partners are entered in the Business Register, and you must also register the ultimate beneficial owners (UBOs). For a CV, the KVK only records the number of limited partners and their total contribution. The KVK 手順を説明します。
In a VOF, each partner can in principle bind the partnership (Article 17 WvK). You can limit a partner’s authority, but third parties are only bound by that limitation once it is entered in the Business Register.
What should the partnership agreement contain?
The agreement should at least cover contributions, profit sharing, decision-making and the exit of a partner. Without a continuation clause, the partnership ends when a partner gives notice, dies or goes bankrupt.
- 貢献： what each partner brings in, such as money, goods, clients, labour or know-how.
- 利益と損失： how both are shared; this need not be equal.
- 権限： who may sign which contracts, and up to which amount.
- Continuation and exit: a continuation clause (voortzettingsbeding), the valuation of the leaving partner’s share, the notice period and any non-compete.
- 紛争： mediation, arbitration or a binding advice procedure.
こちらのページもご覧ください 協力協定 for other ways to work together without forming a partnership.
How is a partnership taxed?
The partnership itself pays no income tax. Each partner is taxed on his share of the profit through his own income tax return, and the partnership must charge and file VAT (btw) on its supplies.
A partner who meets the conditions of the Belastingdienst for entrepreneurs, including the hours criterion, can claim the entrepreneur’s reliefs, such as the self-employed deduction (zelfstandigenaftrek) and the SME profit exemption (MKB-winstvrijstelling). Spouses who run a VOF together must each genuinely act as an entrepreneur. A VOF can also employ staff; the partners are then liable for wages, payroll tax and social security contributions.
Is Dutch partnership law changing?
A bill to modernise partnerships (Wet modernisering personenvennootschappen) has been in preparation since 2019 and is not in force as of October 2026. Until it is, the rules described above apply.
The bill would replace the VOF and maatschap with a single form and allow partnerships to acquire legal personality. Our article on the パートナーシップの近代化法案 follows its progress.
When should you convert to a BV?
Consider a private limited company (besloten vennootschap, BV) once the liability risk or the profit grows. A BV is a legal entity, so in principle the shareholders are not liable for its debts.
A conversion requires a notarial deed of incorporation and a new KVK registration. The business is usually transferred to the BV, and under certain conditions this can be done without immediate tax on the hidden reserves. Have the tax side checked by a tax adviser before you decide.
What should you check as an active partner?
As a partner in a VOF or managing partner in a CV, your private assets are at stake. Check these points before you start.
- Is the authority of each partner defined, and are limits entered in the KVK Business Register?
- Does the agreement contain a continuation clause with a valuation method?
- Are there debts from before you join an existing VOF?
- Is liability insurance in place, and does it cover all partners?
- Do the partners’ spouses know the private assets are at risk?
What should you check as an investing (limited) partner?
Your protection depends on staying out of management. Check these points before you invest.
- Is your contribution, and therefore your maximum liability, fixed in writing?
- Does the agreement exclude any management or signing authority for you, including powers of attorney?
- Is your name kept out of the firm name?
- Which information and approval rights do you have without acting as a manager?
- How and when can you withdraw your contribution?
Looking for a registered partnership between two people?
A registered partnership (geregistreerd partnerschap) is a union between two people, not a business form. It has largely the same legal consequences as marriage and is concluded before the registrar of the municipality.
Couples who neither marry nor register can record their arrangements in a cohabitation agreement (samenlevingscontract). 政府.nl 違いを説明します。
What can we do for you with a partnership?
現場の声を力強いメッセージへ。 顧問弁護士 advise partners in Dutch and English.
- We draft or review your partnership agreement, including the continuation and exit clauses.
- We advise on the choice between a VOF, CV, maatschap or BV.
- We check whether a limited partner’s role keeps the liability cap intact.
- We negotiate the exit or buy-out of a partner.
- We conduct proceedings when partners disagree about the dissolution or the settlement.
製品概要
- Dutch law has three partnership forms: VOF, CV and maatschap; none has legal personality.
- VOF partners are jointly and severally liable for all debts (Article 18 WvK); maatschap partners for equal shares.
- A limited partner in a CV is liable only up to the contribution, unless he takes part in management.
- No notary is needed, but registration with the KVK within one week of starting is.
- The modernisation bill is not in force; current rules apply.
よくある質問
Are partners personally liable for the debts of a partnership?
Yes, in principle. VOF partners and managing partners in a CV are jointly and severally liable for all debts, including with their private assets. Maatschap partners are liable for equal shares. Only a limited partner in a CV is liable up to the agreed contribution, provided he stays out of management.
Do you need a notary to set up a partnership?
No. A VOF, CV or maatschap can be formed without a notary, and a written agreement is not required by law. You must register the partnership, the partners and the ultimate beneficial owners with the KVK.
パートナーが別れたいと言った場合はどうなりますか？
Without a continuation clause, the partnership is dissolved when a partner gives notice, dies or goes bankrupt. With a continuation clause, the remaining partners carry on and the leaving partner’s share is settled according to the agreement.
オランダでは、パートナーシップはどのように課税されますか？
The partnership itself pays no income tax. Each partner pays income tax on his share of the profit and may qualify for entrepreneur’s reliefs such as the self-employed deduction. The partnership must file VAT returns.
Can we convert our partnership into a BV?
Yes. You incorporate a BV by notarial deed and transfer the business to it. Under certain conditions this can be done without immediate tax on the hidden reserves; have a tax adviser check this before you decide.
