Rules for vof, cv, and maatschap change

The rules for Dutch partnerships (vof, cv, and maatschap) are about to be changed. The government wants to make it easier for entrepreneurs to start a business together. It also wants to provide more clarity and security for partners and any creditors.

Currently, the rules for partnerships are still scattered across various laws and partly date back to 1839. By making them more modern and simple, they will be more in line with current practice. This will all be regulated in the Wet Modernisering van Vennootschappen (Modernisation of Partnerships Act, in Dutch). This act is still in preparation.

Two partnerships in the future

There will be two instead of three partnerships: the partnership and the limited partnership. The vof (general partnership) and maatschap (professional partnership) will disappear in substance and merge into the public partnership. The proposal entails a number of important changes, such as:

• The differences between them disappear. For example, when it comes to liability based on professional and business activities. Partners become jointly and severally liable. Liability for equal parts disappears. 
• The new forms also automatically acquire legal personality. This means, among other things, that goods can easily be put in the name of the company. 
• Is the partnership not registered in the Business Register? Then it has limited powers. It cannot then be a director in another company or receive shares in its name.
• Partners can enter and exit more easily. Withdrawal no longer results in dissolution of the entire partnership. There is no need to draw up all kinds of complicated clauses for this, as is the case now.
• In both new forms, you can carry out professional and business activities.
• Transferring the business becomes easier.

In short; the new law offers additional opportunities and less complicated hassle and uncertainty about whether you should start a maatschap or a vof when you start doing business.

Partnership management

As now, the partnership is created by an agreement between the partners, who oblige each other to contribute something such as labour or capital, for the purpose of benefiting together. There is no obligation to draw up a partnership deed. After joining the partnership, partners will be obliged to account to each other about the management of the partnership and its assets.

Protection for creditors

The proposal provides certainty for partners and creditors. The granting of legal personality brings clarity for creditors. This is because they can more easily see in registers what belongs to the partnership. As a legal person, it may have (registered) property in its name.

Also, as now, the regulation provides clarity on who may act on behalf of the company. Partners must be registered in the Business Register. Any restrictive conditions on the actions of partners must also be registered.

The notional separated assets of current companies will disappear. Creditors will be able to claim their money from the partnership. And should it be unable to satisfy the claim? Then the partners will be jointly and severally liable. So no longer for an equal part, as is currently the case with the maatschap.

What also changes is that in case of an assignment for the partnership, for example the restoration of a work of art or tax advice, the liability can be limited to the partner to whom the assignment is explicitly given. Something that is needed in practice.

Entry and exit

The liability of partners after entry or exit also changes. If you retire as a partner, you will soon be able to be held liable for obligations from the partnership for up to 5 years after retiring. No longer than that.

Now it can be longer. If you join, you will immediately become liable for due claims, such as rent or energy. This change promotes legal certainty and creates clarity for creditors and partners.

Continuing the partnership

Currently, if only one partner remains, the partnership is dissolved. Unless otherwise stipulated in the partnership contract. This is not always desirable.

The new law states that the remaining partner has three months to continue. Does a new partner come in? Then the partnership is restored.

The commanditaire vennootschap

In the commanditaire vennootschap (limited partnership, cv), the lender may now also perform acts for the cv in public. This can be done on the basis of a power of attorney, without then becoming jointly liable.

If he does so now, the lender is jointly liable. This way, the cv becomes more flexible, without disadvantaging creditors. The authorised person's actions may not be a major cause of any bankruptcy, in which case he will be liable.

No increased burden

A proposal for partnerships was also submitted in 2002. This proposal failed in 2011, as it was too cumbersome and resulted in too much of a burden for entrepreneurs.

The new bill does not entail any additional administrative burden. In fact, the minister expects the new regulation to reduce compliance costs. For example, there is no question of filing financial statements.

No name change required

Existing vofs and maatschappen will not have to change their names. This makes the transition to the new regime easier. The partnership can be entered into form-free, reducing compliance costs.

Change to another legal person

A vof or maatschap cannot now convert directly into a legal person such as a bv, nv, cooperative, association or foundation. When the new law takes effect, a company can do so unless the company has been dissolved or is in a state of moratorium or bankruptcy. The reverse is also possible.

Encouraging flexibility of entrepreneurship

The proposal should make joint entrepreneurship and starting more accessible. And thereby encourage entrepreneurship, flexibility, and innovation.

Effective date

The effective date of this (legislative) amendment is not yet known. Its entry into force depends on approval by the Lower and Upper Houses of Parliament. The transitional law will also be announced at that time, stating the consequences of the introduction of the law for already existing maatschappen, vofs, and cvs.

Start now?

As the bill has not yet entered into force, if you start your business together with one or more others now, you will still have to do so in the form of one of the current partnerships: a maatschap, vof, or cv.

Help

Do you have questions regarding these new rules and cannot figure it out? If so, contact KVK. Together we can explore your situation and how we can help you further.