Parties may set up a joint venture. This may involve a legal entity (such as a private or public limited company) or a partnership.
A partnership exists if the parties concerned have made a (verbal) cooperation agreement with the object of making profit for which capital, goods or labour are contributed and whereby they act under a common name. No legal entities with associated rights and obligations are thus created.
There are three types of partnerships:
- Professional partnership (maatschap)
- General partnership (vennootschap onder firma, VOF)
- Limited partnership (commanditaire vennootschap, CV)
The cooperation in a professional partnership usually concerns a professional activity and the partners are each equally liable for the debts of the partnership.
A general partnership involves a business activity and the partners are jointly and severally liable.
A limited partnership is a general partnership to which one partner, known as the ‘limited partner’, contributes exclusively money. In principle, a limited partner is not jointly and severally liable, provided they do not hold a prominent place.
Where taxes are concerned, partnerships are transparent: tax is levied on the partners.
The form of the agreement is free. However, we recommend that it is recorded in a private or notarial instrument. It is of great importance that the agreements are put down on paper. This prevents ambiguity and possible disputes in the future resulting in costly legal proceedings. A model agreement downloaded from the internet can provide a good basis for a discussion about the content of the agreement, but it is no more than that. Every partnership is different and requires different agreements.
Experience and specialisation
Recording the agreement and cooperation in the form of a partnership is not easy and requires the legal assistance from experts. Our civil-law notaries and lawyers are experts with extensive experience.
Our civil-law notaries and lawyers provide advice and/or assistance to entrepreneurs on, for example:
- The choice of partnership
- The drawing up of an agreement
- Termination of a partnership
Our expert lawyers provide advice and/or assistance to entrepreneurs on, for example:
- Disputes within the partnership
- Disputes between the partnership and other parties
If you have any questions about partnerships, please feel free to contact one of our experts. They will advise and assist you and, if necessary, refer you to the right expert at our firm. Please feel free to contact us for an exploratory discussion.