The best legal structure for a cooperation

Most entrepreneurs who want to start a business with others, opt for a VOF (general partnership), BV (private limited company), or maatschap (professional partnership). But you can also start an NV (public limited company), a limited partnership (CV), a cooperative, or a foundation. The legal structure you choose depends on your answers to the questions below.

Features per legal structure

This table shows a number of important features per legal structure. More information about each feature and legal structure can be found in the article.

1. Do you need a new company?

Are you going to work together only once? Or is your collaboration temporary? Then you may not need to set up a company. Instead you can draw up a cooperation agreement. This is an easier, cheaper, and faster option.  

2. Who is liable?

You may run up debts with your business. Or cause damage when working. Your legal form determines who is liable, that is, who has to pay the debts or damages. With some legal forms, you are also liable with your private assets.

Liability VOF

As co-owner, you are fully liable for the debts of the general partnership. This also applies if another partner has incurred these debts. The creditor will first claim the VOF’s assets. If this is not sufficient, the creditor can recover the debt from the private assets and possessions of each partner. A partner is not liable for part of the debt, but for the entire amount.

Liability maatschap

A professional partnership is a collaboration between independent entrepreneurs, but all partners are individually responsible. Unless you make other agreements, partners can only enter into obligations on their own behalf. For example, if you buy a device or enter into a contract, you do so for yourself and not on behalf of the maatschap.

Even if you incur debts, the other partners are not liable for them. The reverse is also true: if one of the other partners incurs debts, creditors cannot come to you. There are, however, 2 exceptions to this. 

Liability BV or cooperative

Do you not want to be liable with your private assets? Then you can opt for a private limited company or cooperative. But even with these legal forms, there is a risk. If you mis-manage the company you will be liable. For example, if you take large and unnecessary financial risks. 

Limiting liablity

It can be smart to make sure you are not (entirely) privately liable. For example, if you carry out large projects, where the damage can be considerable if something goes wrong.Ask a specialist about the influence the liability has on, for example, your tax return or private situation.

3. What is best for your finances?

The legal structure also affects the finances of your business. So, it is important to choose a  form that suits how much you earn (turnover), and how much you have left over after paying all costs (profit). Try to estimate how much turnover and profit you will make, as the tax rules differ for each legal form.

A general guideline is that with a profit of approximately €120,000, a legal personality (such as a BV or NV) can be more attractive from a tax point of view. With a lower profit, a VOF or maatschap may be more favourable. But every situation is different. List the financial consequences per legal structure. Or have a tax specialist or accountant calculate your income before you make a final choice.

4. Do you want to build up capital?

Sometimes it can be useful to save money within your business. You then keep profits within the company instead of transferring them to your private account as salary. You do not have to pay tax on the money in your company immediately.

If you want to build up capital within your company, then a BV is a more convenient legal form than, for example, a VOF. This is because with a VOF you must distribute your profits. However, with a VOF you can keep fiscal reserves. This is money you set aside and can deduct from your profits.

5. Can partners join or leave easily?

You might need an extra business partner in your company. In a cooperation agreement, you can mutually decide to attract a new partner. This requires a new mutual agreement. Members of a cooperative can also enter and exit relatively flexibly.

In other legal structures, it is often more difficult for a new business partner to join later or for a partner to leave the company. In a VOF or maatschap, you calculate which part someone contributes or takes out. In a BV this process is arranged through buying or selling company shares. The value of the shares must then be calculated. Consider if you need help from an accountant or tax specialist.

6. Can a partner's share be transferred?

You cannot simply transfer your share of a company to someone else. When selling a partnership, such as a general partnership or maatschap, you must determine the value of the company. This can be difficult because you have to determine the value per partner. There are several valuation methods for doing this. Determine in advance which method of calculation you will use.

In addition, a partnership does not have registered real estate. Real estate is, for example, business premises. If you have real estate, you need to involve a notary when you transfer your share in the partnership. In a BV, a share transfer is necessary for the transfer of the company from one person to another. Ask an accountant or business valuator for advice.

7. What are the costs?

You need a notarial deed to set up a BV, cooperative, or foundation. The cost of this varies depending on the notary  but will be at least several hundred euros. You do not need a notarial deed for a maatschap, VOF, or CV. You can arrange the agreements yourself. 

You need capital to set up some legal structures. Little or no capital is required to set up a BV, maatschap, VOF, CV, cooperative, or stichting.

More about legal structures

Visit our legal structures page for more information per legal form. Use the decision tool to help you make your choice.

Do you want to be sure of your choice? Consult a specialist to get an overview of financial, tax and legal consequences.