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Step By Step Guide: Opening a VOF in the Netherlands

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Ever thought about about opening a VOF in Netherlands? A company controlled by two or more business partners is a vennootschap onder firma (VOF) or general partnership. Every partner contributes to the firm in some way, whether it is labor, cash, assets, goodwill, or knowledge. This is one of the defining characteristics of the VOF. Spouses or other life partners who are business partners frequently employ this strategy.

It’s critical to comprehend the shared liability of a VOF since you will be held liable for any debt caused by your company partner’s error. Additionally, “separate capital” must be established in a VOF so that partner-contributed company capital is held apart from private money; say, in a different bank account.

What Exactly is a General Partnership?

A general partnership may also be referred to as a business partnership or a VOF. It is a business where at least two people collaborate under a single common name. Every participant is a partner in the activity. Each partner contributes. This can be in the form of money, commodities, or labor. No minimum capital need exists. Partners are individually responsible for debts since a general partnership lacks a formal corporate character.

Step By Step Guide Opening a VOF in the Netherlands
Step By Step Guide Opening a VOF in the Netherlands

Read: Best Way to Proof Your Business Location

What are The Requirements of Opening a VOF in the Netherlands

You will need the following documents to establish a VOF in the Netherlands:

 How to Set up Your VOF

Your VOF must be registered in the Handelsregister at the KVK, the Netherlands Chamber of Commerce. Typically, the entire incorporation process for a VOF may take a few days. In our experience, you should allow one to two weeks for the complete process, including the collection of the essential data and documents.

Contents of The VOF Agreement

It is generally encouraged to sign a partnership contract when establishing a VOF even if it is not legally required to do so to prevent miscommunications between partners. Either on your own or with a notary public, you can do this. Typically, the collaboration agreement states:

  • The VOF’s name or logo.
  • The company’s goal.
  • The partners’ efforts.
  • Distribution of profits and balancing of losses.
  • Distribution of authority.
  • Plans for holidays or sicknesses.

How much will it Costs You Opening a VOF in the Netherlands

Your VOF will be registered in the Business Register when you pay a one-time registration fee. Depending on the civil-law notary or attorney, the cost to draft a partnership agreement varies. The prices range from 200 to 400 euros on average. 

However, the law requires you to keep records. Therefore, a bookkeeper or accountant may do this on your behalf. And the cost each year ranges from €500 to €1,000.

General Partnership (VOF) Characteristics in the Netherlands

Each partner must provide something to the individual firm, such as cash, commodities, expertise, or labor. There is no minimum capital needed to launch a VOF Company in contrast to other forms of business in the Netherlands.

The entities in the firm are accountable for debts even if they are not accountable to the other partner participating in the Dutch general partnership. As a result, it is another significant feature of the VOF Company in the Netherlands. As a result, a partnership agreement has to be drafted and notarized.

Step By Step Guide: Opening a VOF in the Netherlands
Step By Step Guide: Opening a VOF in the Netherlands

Regarding taxes, each partner will pay income tax on their share of earnings and be considered an independent business owner. Furthermore, the partnership agreement should be registered with the Chamber of Commerce. The partners enjoy their tax breaks and deductions in this fashion.

The contribution, authority, profit sharing, and provisions for resigning from the profits must all be mentioned in this Dutch general partnership agreement.  A civil notary or the parties themselves can draft this kind of agreement using a contract template.

Read: Power of Attorney Uses and Rights Explained

Contributions to National Insurance and Social Security

If you become a partner in a VOF, you will be eligible for an old-age pension (AOW). This pension will need to be supplemented by you. To keep your contributions reasonable, get started as soon as feasible.

As a result of your status as an independent contractor, you are not eligible for any of the benefits offered to normal workers. This includes sickness, unemployment, and disability insurance.

You are responsible for obtaining disability insurance as soon as your firm is up and running. Basic coverage is all that is required for health insurance. You contribute to your tax return as well as pay a premium to your health insurance provider. Depending on the nature of your industry, it may be advisable to get an additional insurance

Liquidating A General Partnership and Dissolving It

If a partner terminates their partnership or passes away, the VOF is no longer in effect. However, it is conceivable to incorporate a survivorship or takeover provision in the VOF contract.  Which will in turn allow the surviving partners to continue operating the company. For example, by looking for a new partner or operating as a single proprietorship.

You must settle any outstanding obligations and repay each partner’s share as specified in the partnership agreement when ending a general partnership. The partners will then get any surplus according to their percentage of the VOF’s profits.

Read: Understanding The Uses of a Durable Power of Attorney

The partners will be required to contribute more money to the partnership (depending on their proportionate share of the debt) if there isn’t enough cash on hand to cover any unpaid obligations. Make sure to inform KVK and the Dutch Tax and Customs Administration of the possibility.

Get the Appropriate Advice on Opening a VOF in the Netherlands

Finally, after completing all of these requirements, you may formally register your firm in the Netherlands and begin operations. It might be intimidating to start a business, but with the appropriate direction, it is possible to go through the procedure and launch a successful enterprise in the Netherlands.

Related Articles you Might be Interested in:

How to Legalize your Business in Netherlands

Step by Step Guide on How to Register Foreign Legal Entity

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