Partnership modernisation bill: what changes for maatschap, VOF and CV?

Dutch law currently recognises three partnership forms: the maatschap (professional partnership), the general partnership or VOF (vennootschap onder firma), and the limited partnership or CV (commanditaire vennootschap), which adds a silent partner who contributes capital without managing. None of them has legal personality, and the partners are personally liable for the partnership’s debts – jointly and severally in the VOF and CV, and for equal shares in the maatschap. A long-awaited modernisation bill will reduce this to two forms and give partnerships legal personality, but until it takes effect the current rules apply in full.

When will the bill take effect?

There is no date yet. The second internet consultation on the bill ran from 10 October 2022 to 10 February 2023, and the bill has not entered into force.

Before it becomes law, the Council of State (Raad van State) must advise on it and both the House of Representatives (Tweede Kamer) and the Senate (Eerste Kamer) must adopt it. Transitional rules for existing partnerships will be part of that process.

How many legal forms will the bill leave?

The bill on modernisation of partnerships (Wetsvoorstel modernisering personenvennootschappen) reduces the forms from three to two: the partnership and the limited partnership. The separate VOF disappears as a distinct legal form, and the current distinction between a profession and a business no longer determines which form you may use.

Today, the maatschap is used mainly for a professional exercise, where the personal qualities of the person doing the work are central, such as for notaries, accountants, doctors or lawyers. The VOF is used more for commercial business aimed at profit. Once the bill enters into force, you will no longer have to make that choice.

How does liability change under the bill?

Under current law, maatschap partners are liable only for equal shares, while VOF partners can each be held liable for the full amount. Once the bill takes effect, partners in every partnership will be jointly and severally liable for the full amount alongside the company itself, a significant change for professional partnerships of accountants, civil-law notaries or doctors.

However, if a client specifically instructs only one partner, liability for that assignment rests with that partner and the company, and not with the other partners.

As a partner, do you join a partnership after the bill has entered into force? Then you are only liable for debts of the company that arise after you join, not for debts that already existed before you entered. Do you step down as a partner? Then you remain liable for the partnership’s existing debts at that moment for up to five years after your departure.

That liability is also subsidiary: a creditor must first pursue the partnership itself for any outstanding debts. Only once it is plausible that the company will not meet the debt may the creditor turn to the joint and several liability of the partners.

Will partnerships get legal personality?

Yes. The bill gives every partnership its own legal personality, so that – like an NV or BV – it becomes an independent holder of rights and obligations. This means the partners no longer individually, but jointly, own the assets belonging to the partnership.

The partnership will also hold separate assets that are not mixed with the partners’ private assets. This lets the partnership independently own immovable property under contracts concluded in its own name, which do not have to be signed by every partner each time, and transfer that property itself.

Unlike an NV or BV, the bill does not require a notarial deed or starting capital to set up a partnership. You set up a partnership by concluding a cooperation agreement, in any form. The bill does not set requirements for the form of that agreement.

What happens when a partner leaves or the partnership ends?

The bill also allows the remaining partners to continue the company after another partner steps down, without first having to dissolve the partnership, unless otherwise agreed. If the partnership is dissolved anyway, the remaining partner may continue the business as a sole proprietorship.

Continuing the business after dissolution transfers the assets under universal title. The bill still does not require a notarial deed for this, but you must still meet the formal requirements for delivery that apply to the assets being transferred.

What should you check as a partner?

• Which form do you use today, and are you liable for equal shares (maatschap) or for the full amount (VOF, CV)?
• Does your cooperation agreement regulate what happens when a partner leaves, including the valuation of that partner’s share?
• Are assets such as real estate registered in the names of the individual partners?
• Is your professional liability insurance adequate if you become jointly and severally liable for the full amount?
• As a leaving partner: have you recorded the date of departure, which starts the five-year period under the bill?

What should you check as a creditor or client?

• Is your contract with the partnership or with an individual partner?
• Under current law: is the debtor a maatschap, so that each partner is liable only for an equal share?
• Under the bill: has the partnership itself failed to pay before you turn to the partners?
• Did the partner you want to hold liable join before or after the debt arose?

What can we do for you with partnerships?

Our corporate lawyers advise partners and their businesses on the choice of legal form and on agreements between partners.

• We draft or review your cooperation agreement, including exit and continuation clauses.
• We assess your liability as a partner under current law and under the bill.
• We advise on converting a maatschap or VOF into a BV.
• We act for you in disputes between partners or with creditors of the partnership.

Summary

• Current Dutch law still applies in full until the bill takes effect: three partnership forms, no legal personality, and personal liability for the partners.
• The bill reduces the maatschap, VOF and CV to two forms: the partnership and the limited partnership.
• Under the bill, partners become jointly and severally liable for the full debt, after the partnership itself; an outgoing partner stays liable for existing debts for five years.
• Partnerships gain their own legal personality and separate assets, without a notarial deed being required to set them up.
• A partner may continue the business after another partner leaves, without first dissolving the partnership.

Frequently asked questions