What is a professional partnership?
If you are looking to work as a self-employed individual alongside other professionals, e.g. dentists, architects, physiotherapists, farmers or lawyers, one option is to create a legal entity in the form of a professional or public partnership (Dutch: maatschap). In a maatschap, you practise your profession alongside your partners under a shared name.
Characteristics of a maatschap:
- Partners are equally liable for possible debts of the company
- Partners work on a more or less equal standing.
- Each partner brings equity to the maatschap, e.g. labour, cash or goods.
- A maatschap is based on financial gain, shared accordingly by the partners.
Changes in the partnership structure
From 1 January 2021, there are far fewer differences between general and professional partnerships. This has implications mostly for matters of liability for company debts, responsibility for specific contracts, and the division of profit.
Setting up a professional partnership
If you want to set up a professional partnership, you will have to list your partnership in the Business Register. You can use the Public partnership form. You cannot register a non-trading undisclosed partnership (stille maatschap zonder onderneming).
Tip: tool for choosing a Dutch legal structure
There are several considerations to take into account when setting up a business. Your legal structure determines your liability and which taxes you need to pay. Are you not sure whether the maatschap is the right legal structure for your business? Use the Tool for choosing a Dutch legal structure to find out which legal structure best suits your company.
Professional partnerships that register in the Dutch Business Register have to include their ultimate beneficial owner(s) or UBOs in the UBO register. This is one of the measures taken in accordance with the Prevention of Money Laundering and Terrorism Financing Act (Wet ter voorkoming van witwassen en het financieren van terrorisme, Wwft). Persons who have more than 25% of the company shares, more than 25% of the voting rights, and/or have the ultimate say in company matters are considered UBOs. You have to report your company's UBOs to the Netherlands Chamber of Commerce KVK for inclusion in the UBO register. Companies that were already registered in the Business Register will have until 27 March 2022 to register their UBOs.
The partnership contract
It's not mandatory to draft a partnership agreement when setting up a partnership, but it's often sensible to do so if you need to put your agreements in writing. A contract also serves as an article of evidence for business relations or the Belastingdienst. For example, a maatschap contract might include arrangements about:
- Who the partners are and the equity they each bring into the company, e.g. cash, labour, equipment, etc.
- How profits are shared. This is based on the equity brought into the maatschap unless otherwise specified. It is not permitted for partners to agree that one partner (maat) receives all the profit.
- Who is authorised to do what. Each partner is permitted to perform any act of management as part of day-to-day operations. Other acts, e.g. buying expensive equipment, should be agreed jointly by all the partners. You can specify individual powers in the partnership contract (maatschapscontract).
You pay a one-time fee to register your public partnership in the Business Register. The costs for drawing up a partnership agreement differ depending on the notary or lawyer. On average, the cost are between €200 and €400. It is not mandatory to draw up a partnership agreement.
You are legally obliged to keep records. You can outsource this to a bookkeeper or accountant. The prices range from €500 to €1,000 per year.
Each partner pays income tax on his part of the company’s profit. If the Dutch Tax and Customs Administration regard you as an entrepreneur for income tax, you are entitled to an SME profit exemption (mkb-winstvrijstelling). If you also meet the hour criterion, you are entitled to more tax benefits, such as the private business ownership allowance (zelfstandigenaftrek) and retirement reserve (oudedagsreserve). Starters may also be eligible for tax relief for new companies (startersaftrek) in the first 3 years.
The professional partnership also pays VAT.
Division of profit
There are two ways to divide the profit:
- You divide the profit as laid down by law. Each partner receives profit in proportion to the equity they bring into the company.
- You make agreements with each other about the division of profit, for example in a partnership contract. It is not possible for one partner to receive all the profits. You may agree upon allocating all losses to one partner.
A professional partnership is not a legal corporate entity. This means that the partners are personally liable for the partnership's debts. But, contrary to other partnerships, you are only allowed to make commitments on your own behalf in a professional partnership. This means that if you buy equipment, enter into contracts with customers or hire someone, you are the one responsible for any possible debts. Creditors cannot make a claim on partners.
Creditors will first attempt to make a claim on your business assets. If you have insufficient assets to pay off your debts, private assets will be seized. If you are married in community of property, your partner is also liable for your debts. This can be prevented with an prenuptial agreement.
If a partner acts against the law or breaks any agreements, then you are in principle not liable.
Only in the following instances are all partners equally liable:
- The partners have issued one another power of attorney as specified in a partnership contract.
- The partners decide to act jointly or make a joint purchase, for example hiring a receptionist or renting a practice.
In a professional partnership you only make agreements for yourself. You cannot sign contracts or perform legal acts, such as reporting a change in the Business Register, on behalf of the partnership.
Do you want some partners to have more authority than others? Then you can make agreements in the form of power of attorney and lay this down in a partnership contract. You must report the changes to KVK.
The maatschap can also assign power of attorney to someone else. This person may then act on behalf of the public partnership. It can be useful to register this person in the Business Register. This way your business partners also know who is allowed to act on behalf of the company.
If you choose to hire personnel, you have to pay payroll taxes and social contributions for your personnel. If you are hiring an employee for the first time, you must register as an employer with the Dutch Tax and Customs Administration. You must also report this to KVK.
Social security and national insurance contributions
As a partner, you are not an employee. This means you will not be covered under any employee insurance schemes. You will however be entitled to an old-age pension on reaching retirement age. This pension is a minimum income, which you have to supplement yourself. Start as soon as possible to keep your contributions affordable.
Because you are not an employee, you are not entitled to any of the benefits available to regular employees, such as sickness, unemployment or disability benefit (ziektewet, WW and WIA respectively). It's up to you to take out disability insurance as soon as you start your business. If you are pregnant, you are entitled to a maternity allowance of at least 16 weeks. You can apply at the Employee Insurance Agency (Uitvoeringsinstituut Werknemersverzekeringen, UWV).
Health insurance is mandatory and basic cover is sufficient. You'll pay a premium to your health insurance company and a contribution as part of your tax return.
Depending on your type of business, it can be wise to take out additional insurance.
Ending a professional partnership
The maatschap ceases to exist if a partner leaves the partnership agreement or dies. However, it is possible to include a survivorship or takeover clause in the partnership contract, so that the remaining partners can continue running the business.
When dissolving your professional partnership, you have to pay any outstanding debts and return each partner's share in the partnership agreement. This is called liquidation or in Dutch 'vereffening'. Any surplus is then distributed to the partners based on their share in the profits. If there is not enough money in the partnership to pay any outstanding debts, the partners will have to deposit additional funds into the partnership (based on their share in the debt).
Make sure you report the changes to KVK and the Dutch Tax and Customs Administration.
Changing your legal structure
You can change a maatschap into a private limited company (bv). One of the differences is that the bv is liable for finances and possible debts. There are several ways to change a maatschap into a bv. These steps are similar to changing a sole proprietorship into a bv.
If a partner leaves or dies, you can change the professional partnership into a sole proprietorship. This is only possible if the partnership agreement contains a survivorship clause or take-over clause. This ensures that the partners who remain can take over the contributions of the departed or deceased partner.
Professional partnership between partners
A maatschap is also a suitable legal form for spouses or life partners to work together. It is even possible to structure profit sharing between partners in order to maximise your tax benefits (subject to other income and deductible items). This should however be commensurate with the work performed. For example, it is not possible to share profits 50/50 if one partner performs 90% of all the work.
Purchasing a partnership interest
You can join an existing professional partnership. For example, you can do so when another partner leaves, because the existing partnership wants to expand, or to take over the company in the long term. The purchase price then largely consists of goodwill.