Partnerships and cooperation in The Netherlands
The so-called partnership (maatschap) and the cooperation (samenwerking, vennootschap onder firma) are forms of cooperation between persons or entrepreneurs. In both forms, the members or partners also operate independently of each other; however, they have established an additional form of enterprise for the pursuit of a common purpose.
In practice, however, it is still often difficult to distinguish the maatschap from the VOF. This is due in particular to the fact that the Dutch Code does not contain explicit rules on when exactly an enterprise exists. Rather, this must be determined by interpreting the activities of the company. In particular, the partnership agreement can be helpful in determining whether a business is being conducted, with the consequence that a VOF and not a mere partnership would be present. Basically, the point is that a business requires more than a mere professional cooperation. In this respect, it is advisable to seek advice from a lawyer in the Netherlands in order to be able to clearly distinguish the form of company.
VOF has its own corporate assets and is liable for its obligations. In addition to VOF itself, the shareholders can also be held liable. If the VOF’s assets are insufficient, the partners are jointly and severally liable for all the company’s liabilities. The members of a VOF regularly conclude a cooperation agreement in which not only the capital is determined but also, for example, the activities of the individual members can be agreed. The conclusion of a cooperation agreement is also advisable in order to prevent later disagreements. Our English-speaking lawyers at MAAK Advocaten will be happy to assist you in drawing up such a cooperation agreement under Dutch law.
Differences between partnership and cooperation in the Netherlands
Although both cases involve the cooperation of several entrepreneurs who share certain costs or objectives, there is an important difference between the two forms: the cooperation (VOF) is a form of enterprise under private law and the maatschap is not. The partnership itself does not have its own legal personality. With the partnership, therefore, everything can be agreed in writing, but if the agreements are not kept, then each partner is responsible. In a cooperation agreement under Dutch law (VOF), each member is responsible for itself and can therefore even be a direct competitor of the other. For this reason, partnerships are more often found in small “groups” to reduce the liability risk.
