The articles of association for a general partnership

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The purpose of a general partnership (VOF) is to carry on a business under a common trade name.

It is a business structure based on cooperation between two or more entrepreneurs: the partners. The partners may be natural persons, but they may also be legal entities such as companies.

The partnership is based on an agreement between the partners. This agreement is informal and may be concluded in any form. A general partnership can already exist simply because the parties are in fact working together (forming a business) and operating to the outside world under a common name. The only formal requirement for establishing a general partnership is that it be registered with the Chamber of Commerce.

The success of the partnership depends largely on the arrangements made by the partners. This also applies in the event of differences of opinion, tensions or even disputes between the partners. Also, if the general partnership becomes liable, the partners themselves remain liable, unlike in the case of a private limited company (B.V.) or a public limited company (N.V.).

Precisely when unexpected problems arise, it is useful to fall back on previously made, clearly documented agreements. It is not mandatory, but it is certainly advisable to record the arrangements in a partnership agreement when entering into a general partnership, also referred to as a VOF deed or VOF agreement.

Topics that may be addressed include:

  • the duration of the VOF;
  • contributions made by the partners
  • power of representation;
  • division of work and responsibilities;
  • non-compete obligations;
  • the consequences for the business in the event of a partner’s illness
  • profit and result sharing between the partners
  • termination
  • dissolution of the general partnership
  • the right of one or more partners to continue the business.

We are happy to assist you

GMW lawyers can draft a partnership deed for you and thereby providing a clear structure for the partnership and for any future dissolution of the partnership. Please feel free to contact us.

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Christiaan Mensink

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Lucie Burggraaff

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Mechteld van Veen-Oudenaarden

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Carlijn Streelder

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Daniël Huijboom

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Laurens Prickartz

Laurens Prickartz

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Pien Salomons

Pien Salomons

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Shane Borsboom

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Wladimir Schmidt

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