ESTABLISHMENT OF A PARTNERSHIP IN THE NETHERLANDS
In this blog we inform you about the possibility of entering into such a partnership in the Netherlands. It is advisable to seek advice from a lawyer specialising in company law when setting up a partnership (maatschap).
PARTNERSHIPS AND COOPERATION IN THE NETHERLANDS
The so-called partnership (maatschap) and cooperation (samenwerking, vennootschap onder firma) are forms of cooperation between companies or entrepreneurs. In both forms, the members or partners also operate independently of each other; however, they have established an additional form of enterprise to pursue a common purpose.
WHAT DOES A PARTNERSHIP (MAATSCHAP) MEAN IN THE NETHERLANDS?
Partnership in the Netherlands means cooperation between two or more persons in pursuit of a common purpose. In this way, the partners can operate independently of each other, but still pursue a purpose together and make decisions in this regard. Partnerships are particularly common in independent professions such as family doctors, notaries, lawyers and consultants. Through the partnership they can, for example, share the costs of a respective project.
It is common for the partners of a maatschap to conclude a contract, the so-called partnership agreement, which regulates, among other things, costs for the respective project and the activities of the individual partners or members. How much influence the joint partnership has on each individual partner depends on the partnership in question and the agreements made between them. The Dutch Code only stipulates that each of the partners contributes something to the joint project and shares in any profits.
DOES A PARTNERSHIP HAVE TO BE ENTERED IN THE COMMERCIAL REGISTER?
In principle, a partnership in the Netherlands does not have to be registered in the commercial register, as no further requirements are attached to it. Rather, persons can simply join together to pursue a common purpose. The rules on the maatschap then already apply. In fact, a partnership does not have to be registered with the Chamber of Commerce until it is also published. As long as this does not happen, it can also be established by an oral agreement between the partners. However, it is advisable to put the partnership agreements in writing to prevent later disagreements. This can be done by private deed or by notarial deed. The agreements are drawn up jointly by the partners, in particular to agree on the extent to which the partners have influence over each other. Our English-speaking lawyers in the Netherlands will be happy to assist you in drawing up a partnership agreement and advise you on the establishment of the maatschap in the Netherlands.
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), in contrast to the maatschap, is a form of enterprise under private law. 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, all partners are jointly responsible for this. In a cooperation agreement (VOF), each member is responsible for itself and can therefore even be a direct competitor of the other. For this reason, partnerships are more common in smaller mergers, in order to be able to reduce the liability risk. For more information on the cooperation agreement and the Dutch VOF, please see our blog on cooperation agreements in the Netherlands.
TERMINATION OF A PARTNERSHIP AGREEMENT
The termination of a partnership agreement in the Netherlands may be subject to both legal and contractual rules. Please be well informed about this by a Dutch contract lawyer. In some cases, compensation may be payable in addition to termination, or termination may not be legally valid. You should be well informed about this by a Dutch contract lawyer.
DUTCH LAWYERS SPECIALISED IN PARTNERSHIP AGREEMENTS
Do you have questions about Dutch company law or do you need specific legal advice in Holland on setting up a partnership under Dutch law? Our experienced English-speaking specialist lawyers will be happy to help you with your partnership agreement in the Netherlands.
MAAK Advocaten – Dutch, English-speaking specialist lawyers in Amsterdam Phone: +31 (0)20 – 210 31 38E-mail: mail@maakadvocaten.nl Contact: Remko Roosjen | English-speaking lawyer for contract law