VOF and divorce: how do you separate as spouses and business partners?

If you and your spouse also run a general partnership (vennootschap onder firma, VOF) together, a divorce ends two relationships at once: the marriage and the partnership. Each follows its own rules, and the main exception to a smooth separation is liability: each partner remains liable towards creditors for the partnership’s debts, whatever you agree between yourselves in the divorce.

Below you will find in which order to take the decisions, how your marital property regime affects the business, the three routes available (buy-out, sale or dissolution), and how to prevent liability from following you after the separation.

The partnership is dealt with under the partnership agreement and the law on partnerships. That determines whether one partner may continue the business alone, on what basis the other is bought out, and what happens if neither wants to continue. Without an agreement, the statutory rules apply, and they rarely match what the partners assumed. A VOF is not a legal entity. Under Article 18 of the Dutch Commercial Code (Wetboek van Koophandel, WvK), each partner is jointly and severally liable for its obligations. That liability does not end with the divorce: a partner who leaves remains liable for obligations that arose while he or she was a partner, and needs the cooperation of creditors to be released.

The marriage is dealt with under matrimonial property law. If the partnership share falls within the community of property, its value is divided. If you have prenuptial agreements, the outcome depends on what they say and, crucially, on whether a periodic set-off clause was actually performed. Under Article 1:95a of the Dutch Civil Code (BW), the community may also be entitled to compensation if a spouse worked in his or her private business without reasonable remuneration.

Valuation is where the two strands meet, and it is usually the real dispute: which valuation date applies, whether goodwill counts, and how to value a business that depends on the personal efforts of one partner.

In practice, it helps to take the decisions in this order: first establish your marital property regime and the partnership agreement, then have the business valued, then choose between buy-out, sale and dissolution, and only then record everything in the settlement agreement and arrange the release from liability.

What does a double separation mean for spouses in business?

You end a marriage and a business partnership at the same time, under two sets of rules. Deal with both together, otherwise a decision about the business can undermine the divorce settlement, or the other way round.

When your marriage and your business are intertwined, a separation is about much more than dividing the house and savings. You end a marriage and dissolve a business relationship at the same time. That requires a clear head, both for the emotions involved and for the legal complexity.

Deal with the personal and business sides of the separation together. If you do not, you risk long disputes, financial chaos and unnecessary emotional damage. You need two maps for one journey: one for family law and one for partnership and contract law.

How do the two legal frameworks interact?

Your marital property regime determines how private assets and debts, including the value of your partnership share, are divided. The partnership agreement determines what happens to the business itself.

The real challenge is how the two frameworks affect each other. Your marital property regime, community of property or prenuptial agreements, determines how your assets and debts are divided between you.

At the same time, your partnership agreement (vennootschapscontract) should state what happens when a partner leaves. It is your main guide for the business side: how the business is valued, whether a partner may be bought out and how the partnership is wound up.

The central question is how your marriage affects your business partnership, and how the partnership affects the terms of your divorce. The answer lies where the two documents meet.

Understanding that overlap is the first step towards a fair and orderly solution. Without it, you may make a decision about the business that has serious consequences for your divorce settlement, or the other way round.

Why is this separation so demanding?

You negotiate the end of your relationship and the future of a business you built together at the same time. Emotions can cloud financial judgement.

Beyond the legal complexity, the emotional strain is considerable. You are negotiating the end of your marriage while deciding the fate of a business into which you both probably put a great deal. That makes it difficult to decide objectively. Running a business with your spouse while separating is one of the most stressful situations an entrepreneur can face.

This article explains the legal concepts, the financial obstacles and the practical steps. If you understand both your marital property regime and your partnership agreement, you can go through the process with more confidence and control, and protect both your personal well-being and your financial future.

How do your VOF and your marital property regime fit together?

Everything depends on two things: what a VOF is legally, and which marital property regime applies to you. Establish both before you start negotiating.

With a VOF in the divorce, everything depends on the legal nature of the partnership and on how your marriage is structured. Knowing both is the essential first step before meaningful negotiations can start.

Think of your VOF as a car you own together. Both partners are responsible for every payment, every repair and every accident, regardless of who was driving. That captures the legal nature of a VOF: joint and several liability. A creditor can claim the full amount of a business debt from either partner. In a separation, that fact alone creates a lot of pressure.

A VOF does have its own separated assets (afgescheiden vermogen). Creditors of the partnership can recover their claims from the partnership’s assets first, before the private creditors of the partners. But if the partnership’s assets are insufficient, they can turn to the private assets of each partner.

Place this business structure in the context of Dutch matrimonial property law. The legal framework of your marriage determines how all your assets and debts, including your share in the VOF, are divided. Knowing which regime applies to you is not a formality; it is the map for the whole process.

Which Dutch marital property regimes are there?

There are three: the full community of property, the limited community of property and prenuptial agreements. Your wedding date and any agreements you made determine which applies.

In the Netherlands, a marriage under Dutch law is usually governed by one of three regimes. Each treats your VOF differently in a divorce, which determines whether it is a joint asset to be divided or your own property.

• Full community of property (algehele gemeenschap van goederen): the default for couples who married before 1 January 2018 without prenuptial agreements. In principle all assets and debts, from before and during the marriage, fall into one joint pot, which is divided equally on divorce. Gifts and inheritances with an exclusion clause remain outside it.
• Limited community of property (beperkte gemeenschap van goederen): the default for couples who married on or after 1 January 2018 without prenuptial agreements (Article 1:94 of the Dutch Civil Code). Only the assets and debts acquired during the marriage are joint. What you owned before the marriage, and gifts and inheritances, in principle remain private. Assets you owned jointly before the marriage do fall into the community.
• Prenuptial agreements (huwelijkse voorwaarden): a contract, drawn up by a civil-law notary, in which you determined what is joint and what is private. For the VOF, what these agreements say is decisive.

If your marriage has an international element, first check which law applies to your matrimonial property. That may be foreign law, depending on your nationality, your residence after the wedding and any choice of law.

How does your regime affect the business?

In a full community of property, your partnership share is almost always a joint asset. In a limited community, it depends on when the business was started; with prenuptial agreements, on their wording and whether you performed them.

The key question is whether your marital property regime brings the business into the assets to be divided. The answer changes everything.

If you are married in full community of property, your share in the VOF is almost always a joint asset, even if your spouse was not involved in the daily business. If you are both partners, both partnership shares fall into the community.

In that case the value of the business must be assessed professionally, and in principle each spouse is entitled to half of it. Prenuptial agreements that clearly exclude the VOF from any sharing lead to a different and often simpler outcome.

In a limited community of property, a share in a VOF that one spouse had before the marriage in principle remains private. But the community may be entitled to compensation under Article 1:95a of the Dutch Civil Code if the spouse worked for the business without reasonable remuneration. Profits made during the marriage and taken out of the business usually do fall into the community.

Many prenuptial agreements contain a periodic set-off clause (periodiek verrekenbeding): each year the spouses must share what is left of their income. If you never performed that clause, Article 1:141(3) of the Dutch Civil Code presumes that the assets present at the end of the marriage were formed from income that should have been shared, unless the contrary is proven. That can bring the value of the business into the settlement after all.

The VOF is only one part of the picture. The wider tax consequences of the divorce can have a significant impact on the final settlement for both of you. Ask a tax adviser to calculate them before you agree on the division.

The table below compares how each regime typically affects a VOF when a marriage ends.

How do the marital property regimes affect a VOF in a divorce?

The table gives a quick overview. The outcome in your case always depends on the facts, including when the business was started and what you agreed.

Establishing your exact situation, based on your wedding date and any agreements you signed, is the foundation for everything that follows. With that clarity, you can talk productively about valuation, a buy-out or dissolution. Without it, you are guessing.

Also note the reference date. In a community of property, the composition of the community is in principle fixed on the date the divorce petition is filed (Article 1:99 of the Dutch Civil Code). The value is in principle determined at the time of the division, unless you agree otherwise. For a business whose value changes quickly, that difference can be significant.

Which financial obstacles arise when separating a VOF?

Three financial points determine the outcome: the value of the business, its debts and the tax consequences. Deal with each of them explicitly.

A divorce involving the separation of a VOF raises several major financial and legal questions. If you ignore them, you risk costly disputes and long-term financial damage. To separate as spouses and as business partners, you need to examine three parts of the business’s finances: its value, its debts and its tax position.

This part of the process is less about emotion and more about figures. Understanding these concepts helps you ask the right questions and prepare for the financial reality of untangling your business from your personal life.

How is the partnership valued?

Have the business valued by an independent expert, using a method that fits the business. The valuation forms the basis for any buy-out, sale or division.

Before you can divide anything, you need to know what it is worth. Valuing a VOF is not as simple as checking a bank balance; it is about the fair value of the whole business. An objective, professional valuation is essential, because it forms the basis for any buy-out, sale or division of assets.

Compare it with selling a house: you would not guess the value, but ask a valuer. The same applies here, although the methods for businesses are more complex.

There are several common approaches to valuing a VOF:

• Asset-based valuation: the simplest method. You add up the value of all the assets of the business (cash, equipment, property, stock) and deduct all liabilities (debts, accounts payable). It answers the question: ‘What would be left if we sold everything and paid all debts today?’
• Earnings-based valuation: this method looks at the ability of the business to generate future profits. It often applies a multiple to current or expected earnings, such as EBITDA (earnings before interest, taxes, depreciation and amortisation). This is useful for profitable, stable businesses.
• Market-based valuation: this method compares your VOF with similar businesses that were recently sold. It is a reality check based on what the market pays for a comparable business.

Goodwill is often disputed. If the profit depends largely on the personal skills and relationships of one partner, part of the goodwill is personal and cannot easily be transferred. Courts take that into account when they assess what the business is worth to the partner who continues it. Choose the method with the help of a valuation expert and, preferably, agree on one independent valuer rather than each commissioning your own report.

Why does liability for debts continue after the divorce?

Because each partner is jointly and severally liable towards creditors, and your divorce agreement does not bind them. You are only released if the creditor agrees or the debt is paid.

One of the hardest realities of a VOF is joint and several liability. Under Article 18 of the Dutch Commercial Code, each partner is liable for the full amount of the partnership’s debts, regardless of who incurred them. Your divorce decision does not end that liability.

Even if your settlement agreement states that your ex-spouse will pay a specific business loan, the creditor can still claim the full amount from you if your ex-spouse does not pay. Your private assets remain at risk until every business debt has been paid or the creditor has formally released you.

Many people overlook this. The agreements you make with your spouse are separate from the agreements the VOF has with its banks and suppliers. Contact the creditors in good time and ask them to release you, for example in exchange for new security from the partner who continues. Agree with your ex-spouse that he or she will indemnify you if a creditor still holds you liable.

Also have your exit or the dissolution of the VOF registered in the Commercial Register of the KVK without delay. As long as the register still shows you as a partner, third parties may rely on that, and you may be held liable for new obligations entered into after you left.

What are the tax and social security consequences?

Leaving or winding up the business usually leads to tax on the hidden reserves and goodwill: the discontinuation profit. Have a tax adviser calculate this before you agree on a price.

Transferring your share or dissolving the business triggers tax consequences. For income tax purposes, the end of your involvement in the VOF is treated as the discontinuation of your business.

The key concept is the discontinuation profit (stakingswinst): the difference between the book value of your share in the business assets and its market value at the time of transfer, including goodwill. This profit is taxed as income from business in box 1, which can lead to a substantial tax bill. Under certain conditions, relief or a roll-over to the partner who continues the business is possible.

A change in business ownership or income can also affect income-related contributions and allowances, such as the income-related contribution under the Health Insurance Act (Zorgverzekeringswet, Zvw). Structuring the separation properly helps to limit the financial impact. We do not advise on tax structuring; for these points we refer you to a tax adviser.

For more on how assets are divided in general, read our article on Netherlands family law and property division. Dealing with these financial obstacles early creates a more stable and predictable future.

Which route should you choose: buy-out, sale or dissolution?

There are three routes: one partner continues and buys out the other, the business is sold to a third party, or the VOF is dissolved and wound up. The choice depends on the health of the business, financing and what each of you wants.

Once you have a clear view of the finances, you reach a crossroads. There are essentially three ways forward for the business you built together, each with its own procedure, advantages and disadvantages.

This is not only a business decision; it is a personal one that shapes your working life after the divorce. The right choice depends on the health of the VOF, your personal financial position and what each of you really wants. It requires honest communication and a realistic view of what is achievable.

Option 1: how does a buy-out by one partner work?

One spouse continues the business and pays the other for his or her share. That works if the business is profitable and the continuing partner can finance the price.

This is often the preferred route when the VOF is profitable and one partner wants to continue as an entrepreneur. It gives continuity, so the business can keep running with minimal disruption for clients and employees.

It is not a simple process. It starts with the valuation discussed above, because you need an objective, agreed price for the leaving partner’s share.

Once you have a price, you record the buy-out in a written agreement. It sets out the payment terms, the transfer of the share and of the business assets, and the date on which the transfer takes effect. It must also deal with how the leaving partner is released from ongoing business liabilities and who bears which tax consequences.

If your partnership agreement contains a continuation clause (voortzettingsbeding), it may give one partner the right to continue the business after the other leaves, with a settlement for the leaving partner (Article 7A:1688 of the Dutch Civil Code). Check whether that clause also covers leaving because of a divorce.

Key point: a buy-out offers continuity, but it depends on two things: agreeing on a fair price and the ability of the continuing partner to finance it.

Financing is often the biggest obstacle. If you choose this route, talk to your bank early about financing the acquisition, and consider payment in instalments with security for the leaving partner.

Option 2: when should you sell the business to a third party?

If neither of you can or wants to continue, a sale to an outside buyer offers a clean break. You divide the net proceeds according to your agreements and your marital property regime.

A sale lets you both realise the value you built and move on. The process involves finding a suitable buyer, which can take time. You must market the business, assess potential buyers and negotiate a price. Usually the buyer takes over the business assets; the VOF itself then ends. The net proceeds, after paying debts and taxes, are divided according to your partnership agreement and your marital property regime.

The main challenge is the market. Finding the right buyer at the right price is never guaranteed, and a long sale process prolongs the financial ties of your divorce. Agree in advance on a minimum price and on what happens if no buyer is found within a set period.

Option 3: how do you dissolve the VOF completely?

You end the partnership, wind up the business and divide what is left. This is often the route if the business is not profitable or a buy-out or sale is not feasible.

Sometimes the simplest solution is to close the business. A partnership for an indefinite period can in principle be ended by notice from one partner, which must be given in good faith (Articles 7A:1683 and 7A:1686 of the Dutch Civil Code). A partner can also ask the court to dissolve the partnership for serious reasons (Article 7A:1684). After dissolution, the business must be wound up (liquidated).

The steps are methodical:

1. Stop operations: end all business activities, except those needed for the wind-down.
2. Realise the assets: sell the business assets, stock and equipment.
3. Pay the debts: use the proceeds to pay all creditors and outstanding taxes.
4. Divide the balance: divide what remains between the partners according to the partnership agreement.
5. Deregister: have the dissolution of the VOF registered with the KVK.

Although this looks clear, it is not always simple. If the proceeds are insufficient to pay all debts, creditors can still turn to each partner for the full remaining amount. Keep proper records of the winding-up, because questions from creditors or the tax authorities may come later.

The same problems arise for business partners who are not married, for example unmarried couples who run a VOF together. They do not have a divorce procedure, but must still settle the partnership and any jointly owned assets, such as a house.

What is the role of your partnership agreement and mediation?

A good partnership agreement gives you pre-agreed rules for valuation, buy-out and dissolution. Mediation helps you make the remaining decisions together, rather than having the court decide.

A divorce while running a VOF with your spouse is a double challenge, but a good plan helps. Two tools help prevent a long, painful conflict: your partnership agreement and mediation.

They provide the structure and the framework for communication you need to untangle your business and personal lives as smoothly as possible.

Why is your partnership agreement your roadmap?

Because it records, from calmer times, what happens when a partner leaves. The more complete it is, the fewer decisions you have to make under pressure.

Your partnership agreement (vennootschapscontract) is the business equivalent of prenuptial agreements. You made it, hopefully in calmer times, to set the rules for your professional relationship. In a separation, it becomes your main roadmap, with pre-agreed instructions for exactly this situation.

A well-drafted partnership agreement is very valuable in a separation. It removes uncertainty and replaces potential arguments with a clear, agreed process. A good agreement contains clauses on what happens when a partner leaves, whatever the reason.

It should ideally include:

• Dissolution clauses: the steps to take if the partnership is dissolved, from informing creditors and realising assets to dividing what remains.
• Valuation clauses: the method for determining the value of a share, for example an agreed formula or an independent valuer, to prevent disputes.
• Continuation and buy-out clauses: the terms on which one partner may continue the business and buy out the other, including any right of first refusal, payment terms and a timetable.
• Exit events: whether a divorce between the partners is an event that triggers these clauses.

By relying on these agreed terms, you reduce the number of decisions you must make under emotional pressure. The agreement acts as a neutral guide, taking you through the separation according to rules you both accepted earlier.

Why choose mediation rather than litigation?

Mediation lets you settle the business and the divorce in one coordinated discussion, usually faster and cheaper than court proceedings. The mediator does not decide; you do.

Even with a good partnership agreement, disagreements can arise. Many couples then turn to the courts, which is often expensive, slow and adversarial. Mediation is an effective alternative focused on cooperation.

Mediation is a structured negotiation guided by a neutral mediator.

The aim of mediation is not for one side to ‘win’, but for both of you to reach an agreement that covers both the business separation and the divorce. That preserves assets that would otherwise go on legal costs and limits the emotional damage.

A mediator does not decide for you, but facilitates a productive conversation. The mediator helps you untangle complex financial issues, explore creative solutions and find common ground. That is particularly useful for a VOF and a divorce, because you can discuss connected issues, such as the buy-out and partner maintenance, together.

Read more about this approach in our article on divorce through mediation. Even if you use a mediator, have the result checked by your own lawyer before you sign, and remember that a lawyer must file the divorce petition.

A clear partnership agreement combined with a willingness to mediate creates the most stable basis for separating as spouses and as business partners.

What is your step-by-step checklist for separating a VOF?

Work in three phases: gather documents and advice, have the business valued and decide on its future, then record and carry out the agreements. Following the order prevents costly oversights.

If you are dealing with a divorce and the separation of a VOF at the same time, you need a clear, methodical plan. Rushing or skipping a step can lead to serious oversights. This checklist divides a complex process into manageable stages.

Phase 1: which first steps should you take?

Collect the relevant documents, get independent advice and discuss your intentions for the business. That creates the basis for negotiations based on facts.

1. Review your legal documents: find and read your partnership agreement (vennootschapscontract) and any prenuptial agreements (huwelijkse voorwaarden). They often contain agreed terms on valuation, buy-out and dissolution that can prevent a lot of conflict. Also collect the annual accounts of the last few years, the loan agreements and the securities provided.

2. Get independent professional advice: in a contested situation, each of you should have your own lawyer and financial adviser. A shared adviser can have a conflict of interest. If you work with a mediator, each of you can still have the result checked by your own adviser.

3. Discuss your intentions: once you have advice, have a structured conversation about what each of you wants for the business. Do you both want to sell? Does one of you want to continue? Making your intentions clear early focuses the next steps.

Phase 2: how do you reach a valuation and a decision?

Have an independent valuation made and then choose between buy-out, sale and dissolution. This turns intentions into a workable plan.

4. Commission a professional valuation: engage an independent, qualified business valuer to determine the value of the VOF and of each share. An objective valuation is essential for any buy-out, division or sale and forms the financial basis of a fair settlement.

A professional valuation is the basis of a fair financial separation. Guessing the value or relying on informal estimates often leads to a long and expensive dispute.

5. Decide on the future of the business: based on the valuation and your discussions, choose one of three routes:
   • Buy-out: one partner buys the other’s share.
   • Sale: the business is sold to a third party, and you divide the proceeds.
   • Dissolution: the VOF is ended, its assets are realised and all debts are paid.

Phase 3: how do you record and carry out the agreements?

Record everything in a settlement agreement and a separate agreement on the VOF, then carry them out: transfer, KVK registration, tax and release by creditors.

6. Draw up a complete agreement: your lawyers record everything in writing: the divorce settlement and the separation of the VOF. The agreement must state how the assets are divided, who bears which debts internally, how the leaving partner is indemnified, and the exact terms of the buy-out, sale or dissolution.

7. Carry out the plan: once the agreement is signed, carry it out. That means transferring the share or business assets, having the change or dissolution registered with the Chamber of Commerce (KVK), informing the Tax and Customs Administration (Belastingdienst), and obtaining releases from banks and other creditors. These steps complete the business separation and settle the tax obligations.

In summary

• A divorce between spouses who run a VOF ends two relationships, each under its own rules: matrimonial property law and partnership law.
• Your marital property regime determines whether the value of your partnership share is divided; with prenuptial agreements, an unperformed set-off clause can still bring it into the settlement (Article 1:141(3) of the Dutch Civil Code).
• Each partner remains jointly and severally liable for the partnership’s debts (Article 18 of the Commercial Code); your divorce agreement does not bind creditors.
• Choose between a buy-out, a sale and dissolution after an independent valuation, and have your exit registered with the KVK without delay.
• Leaving the business usually leads to tax on the discontinuation profit; have a tax adviser calculate it before you agree on a price.

Frequently asked questions about a VOF and divorce

When your business partnership is also your marriage, a separation raises specific and urgent questions. Here are answers to the questions we see most often.

What happens if our partnership agreement does not mention divorce?

Then the statutory rules and the general provisions of your agreement apply. A partnership for an indefinite period can in principle be ended by notice, which leads to dissolution, unless you agree that one of you continues the business.

If your agreement says nothing about divorce or separation, you must negotiate the details of valuation, division and remaining liabilities from scratch, while dealing with the emotional stress of the separation. Without an agreed roadmap, the division depends more on your marital property regime, which can make things more complicated. Check whether the agreement contains general clauses on leaving or continuation that also apply to a divorce.

Can my spouse force me to sell my share?

Not directly: your spouse cannot simply force you to sell your share to him or her. But the value of your share may be part of the division, and if you cannot pay out that value, the court may decide how the joint assets are divided.

If your share falls within the community of property or a set-off claim, your spouse is entitled to part of its value. If you do not have enough money to pay that, and you cannot agree, the court can determine the division under Article 3:185 of the Dutch Civil Code, which in some cases can lead to a sale. If both of you are partners and working together is no longer possible, either of you can end the partnership or ask the court to dissolve it, which may lead to the winding-up of the business.

Who is responsible for the VOF’s debts after we separate?

Towards creditors, both of you remain liable for the full amount of debts that arose while you were partners. Between yourselves, your agreement determines who bears them.

Your liability for the debts of the VOF follows from partnership law, not from your divorce settlement. Because of joint and several liability, you both remain liable for the full amount of all business debts incurred before the VOF was dissolved or before you left, and your exit must be registered with the KVK to limit liability for new debts.

A common and costly mistake is to assume that your divorce agreement protects you. Even if it says your ex-spouse will pay all business debts, a creditor can still claim from you if your ex-spouse does not pay. Your private assets remain at risk until every debt is paid or the creditor has released you.

Can we keep running the business together?

Yes, that is legally possible, during and after the divorce. But it requires mutual respect, trust and very clear communication.

If you choose this route, draw up a new, detailed partnership agreement that governs your professional relationship separately from your personal history, including decision-making, remuneration and what happens if one of you wants to leave later. It is a demanding route, and only advisable for former spouses who can genuinely maintain a working professional relationship.

Law & More advises entrepreneurs on both the divorce and the separation of the business, from the partnership agreement to the settlement agreement. Unsure where you stand? Tell us about your situation. We will let you know your options within one working day.

How Law & More can help you with this is explained on our divorce lawyer page.