A cooperation agreement under Dutch law is a contract in which two or more parties agree to work together toward a common goal while remaining independent businesses. Dutch law leaves the parties largely free to shape it, which makes clear drafting the best protection against later disputes. Our Dutch corporate lawyers draft and review cooperation agreements for domestic and international businesses.
What is a cooperation agreement under Dutch law?
A cooperation agreement (samenwerkingsovereenkomst) is a contract in which parties commit to collaborate toward a shared purpose — for example a joint project, a shared product, or joint purchasing — without necessarily setting up a separate company. Because Dutch law applies freedom of contract, the parties largely determine the content themselves, within the limits of what reasonableness and fairness require under article 6:248 of the Dutch Civil Code.
Does a cooperation agreement create a partnership or VOF?
It can, even without that label. If parties actually run a business together, Dutch law may treat their cooperation as a partnership (maatschap) or a general partnership (vennootschap onder firma, VOF). The form matters for liability: in a VOF each partner is jointly and severally liable for the partnership’s debts under article 18 of the Dutch Commercial Code. Choosing the form deliberately — plain contract, maatschap, VOF or a joint-venture company — is therefore an important early decision.
What is the difference between a maatschap and a VOF?
Both are forms of cooperation, but they differ in the activity and in the liability. A maatschap is a cooperation between professionals — a group of consultants, for instance — that does not run a commercial business under a common name and has no separate assets of its own. A VOF does run a business under a common name; it holds partnership assets, and its partners are jointly and severally liable for its debts under article 18 of the Dutch Commercial Code. The way you actually operate, not the label you use, decides which form applies, and each partner in a maatschap is in principle responsible for their own commitments.
What should a cooperation agreement contain?
A workable cooperation agreement sets out the shared purpose, each party’s contributions, how profit, loss or costs are shared, decision-making and governance, ownership of intellectual property, confidentiality, and the duration of the cooperation. Clear rules on how a party can exit, on termination, and on dispute resolution are what stop a disagreement from becoming a deadlock.
What can go wrong without a written cooperation agreement?
Consider two Dutch companies that agree to develop and sell a product together and share the revenue, but never record who owns the resulting design or how either party can leave. When one wants to exit and keep the design, there is no agreed rule, so the matter ends up in court. Because the cooperation is then judged by reasonableness and fairness under article 6:248, the outcome is hard to predict — a short clause on intellectual-property ownership and on exit would have avoided the whole dispute.
Speak to a Dutch corporate lawyer
Whether your cooperation should be a plain contract, a maatschap, a VOF or a joint-venture company depends on liability, tax and control. Our Dutch corporate lawyers advise on the right form and draft an agreement that fits your goals. Contact us to discuss your cooperation.
Frequently asked questions about cooperation agreements
Is a cooperation agreement the same as a partnership?
Not necessarily. A cooperation agreement is a contract to work together. It becomes a partnership (maatschap) or a VOF only if the parties actually run a business together, which brings additional liability rules with it.
Who is liable in a VOF?
In a general partnership (VOF) each partner is jointly and severally liable for the partnership’s debts under article 18 of the Dutch Commercial Code. If the VOF’s own assets fall short, creditors can claim the balance from the partners personally.
Can you leave a cooperation agreement early?
Only on the terms you agreed. A well-drafted agreement sets notice periods and exit conditions; without them, ending the cooperation is governed by reasonableness and fairness (article 6:248 of the Dutch Civil Code) and is much harder to predict.
