Partnership Agreement Vof

Dutch law distinguishes between partnerships for business activities such as general partnership and partnerships between professionals such as doctors, lawyers, accountants and dentists, which are called „Maatschap”, although their activities are generally considered business for purely economic reasons. There is a generalized partnership on the basis of an agreement (form) between the partners. An agreement should, of course, be reached with a civil law notary, which must define the name, the objectives of the partnership, the contributions of the partners, the allocation of profits and the delegation of powers. If a partner leaves or dies, you can turn the VOF into an individual business. This is only possible if the partnership agreement contains a survival clause or a takeover clause. This will allow the remaining partners to take care of the contributions of the deceased or deceased partner. The drafting of the statutes of a VOF is hardly limited from a legal point of view. The statutes can therefore be designed according to the wishes of the partners. Thus, the partners can conclude. B mutually acceptable agreements regarding unequal distribution of profits, transferability of shares, dissolution of partnership, operation of partnership, decision-making powers of the chief operating officer, etc. One drawback of a man-vrouw business is that both partners are personally responsible and a marriage agreement offers no form of protection. Although the business of one man (or individual entrepreneurs, independent contractors) is as it sounds – a one man`s business – it can employ staff. However, it has only one owner who is its founder.

The owner is entitled to the company`s profits, but he is also responsible for everything related to the company`s liabilities. In other words, there is no difference between private real estate and commercial real estate. It also means that if the owner is married in a condominium, the partner`s property can also be claimed by creditors. There are ways to avoid this (for example. B a marital or post-ascending agreement drawn up by a notary notary). A VOF is a company formed by partners who have joint and several responsibility and who wish to carry out a joint economic activity. Unlike the creation of a limited company, no financial plan can be drawn up when creating a VOF. There is also no minimum capital required by law to create the business. In fact, you can create a general partnership with a contribution of €1. Sounds great. on the other hand, all partners are personally and repeatedly liable for all corporate obligations – without any restrictions. It`s going to get worse – you can even be personally held responsible for the actions of your associates! In other words, your private wealth is not protected if something goes wrong – whether you are involved or not – which, of course, is not that big.

But this type of protection will be preserved when you create a public or private limited company[1], which is why these types of businesses are so popular. Like partnerships, the Maatschap is formed by an agreement (without form) between professionals, while a notarized/written contract is again recommended. The maatschap agreement could result in corporate contributions and profit distribution (note that the distribution should correspond to the amounts paid, i.e.:

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