Partnership agreement in the Netherlands: Template, Key Clauses and Local Law (2026)

What a partnership is under Dutch law In the Netherlands a partnership is a contract between two or more people or entities who work together under a common name to run a business and share the result. Dutch law gives you three main forms, and choosing the right one is the first real decision. - Maatschap: a professional or civil partnership, used by doctors, lawyers, farmers and consultants who practise together. Each partner is usually liable for an equal share of the partnership's debts.

• Vennootschap onder firma (VOF): the general commercial partnership. Every partner is jointly and severally liable with their private assets for the full debts of the business.
• Commanditaire vennootschap (CV): a limited partnership with at least one general partner (fully liable) and one or more limited partners who only put in money and stay out of management. None of these is a separate legal person in the way a BV (private limited company) is. That is why the written agreement between the partners matters so much: it is the main thing standing between you and an expensive dispute later. ## What Dutch law requires A written agreement is not legally compulsory, but it is strongly advised. You can form a VOF or maatschap by conduct alone, but without a written deed the default rules of the Dutch Civil Code fill every gap, often in ways no partner actually wanted. A written partnership deed (vennootschapscontract) is the normal practice and some banks and the Chamber of Commerce expect to see one. Registration with the KvK is mandatory for a VOF and a CV. You register in the Dutch Business Register (Handelsregister) at the Kamer van Koophandel. Registration is done with Form 2 for the VOF or CV, Form 10 for each partner, and Form 32 for the ultimate beneficial owner (UBO). For a maatschap that runs a business, registration is also required. You can start the process online, but natural-person partners usually have to appear in person with valid ID. You can register from one week before the start date and up to three months ahead. No notarial deed is needed to form a VOF, CV or maatschap. Unlike a BV, these partnerships do not require a civil-law notary. A private written agreement is enough. A notary is only involved if, for example, real estate is contributed. Tax registration follows automatically. Registering with the KvK passes your details to the Belastingdienst (tax authority), which issues the tax and VAT numbers. Reform is coming. A draft law, the Wet modernisering personenvennootschappen, would replace the maatschap and VOF with a single "openbare vennootschap" and keep the CV. As of 2026 it is still in preparation and not yet in force, so existing partnerships do not need to act yet. Treat the current forms as valid and watch for the commencement date. ## The clauses that differ under Dutch law - Liability: in a VOF every partner is liable jointly and severally for the whole debt, so the agreement should be clear about internal contribution shares even though creditors can still pursue any one partner for everything.
• Limited partner silence (CV): a limited partner who takes part in management loses the liability shield and becomes fully liable. Your CV agreement must spell out that the limited partner stays out of day-to-day management.
• Contributions (inbreng): Dutch partnerships are built on what each partner brings, which can be money, assets or labour. State each contribution precisely.
• Continuation clause (voortzettingsbeding): without it, the departure, death or bankruptcy of a partner can dissolve the whole partnership. A continuation clause lets the others carry on.
• Profit and loss: if you say nothing, the default split can surprise you. Set the ratio expressly. ## A usable template (adapt with advice) This is a skeleton for a VOF. Replace every [bracketed] field. It is not legal advice. ``` PARTNERSHIP AGREEMENT (VENNOOTSCHAP ONDER FIRMA) 1. Parties: [Full name, address, date of birth / KvK number of each partner].

2. Name and seat: The partnership trades as [trade name], with its place of business at [address].
3. Purpose: The partnership carries on the business of [describe activity].
4. Commencement and duration: It starts on [date] and continues [for an indefinite period / until date].
5. Contributions: [Partner A] contributes [amount / asset / labour]; [Partner B] contributes [amount / asset / labour].
6. Capital accounts: Each partner's contribution is credited to a capital account kept in the books.
7. Profit and loss: Net profit and loss are shared [ratio, e.g. equally / 60:40].
8. Management and signing authority: Each partner may bind the partnership up to EUR [amount]; above that, [all / a majority of] partners must sign.
9. Drawings: Each partner may draw up to EUR [amount] per [month].
10. Decision-making: Ordinary decisions by [majority]; the following need unanimity: [list, e.g. taking on debt above EUR X, admitting a partner, selling assets].
11. Admission of a new partner: Only with [unanimous] consent and a signed accession deed.
12. Withdrawal, death, incapacity: On any of these, the partnership [continues] between the remaining partners (continuation clause); the leaving partner or their estate is paid out per clause 13.
13. Valuation and payout: The share of a leaving partner is valued at [method] and paid over [period].
14. Non-compete: A leaving partner will not [compete / solicit] for [period] within [area], to the extent allowed by law.
15. Dispute resolution: Disputes are first mediated; failing that, [arbitration / the competent Dutch court at seat].
16. Governing law: Dutch law. Signed at [place] on [date] by all partners.

- **Clause 8 (signing authority)**: because every VOF partner can normally bind the firm, a cap on individual authority protects the others. Note that this limit binds the partners internally; third parties who do not know of it may still hold the firm.
- **Clause 12 and 13 (continuation and payout)**: the single most valuable pair of clauses. Without them, one partner leaving can end the business and trigger a forced valuation.
- **Clause 14 (non-compete)**: Dutch courts can cut down a non-compete that is too wide in time or area. Keep it reasonable so it survives. ## Red flags - No written agreement at all, relying on friendship and default law.
- A CV where the limited partner signs contracts or manages staff, quietly destroying the liability shield.
- Silence on what happens when a partner dies or goes bankrupt.
- Vague contributions ("we both put in what was needed"), which become impossible to value on exit.
- A non-compete so broad that a court will strike it and leave you with nothing.
- Forgetting the UBO (Form 32) registration, which is a compliance obligation in its own right. ## One workspace for the agreement and everything after it A partnership agreement is not a document you sign once and forget. It drives real events: a partner leaves and the payout clause has to be read, a continuation clause has to be checked, a UBO filing has to be kept current, a renewal of some supplier contract lands on the partnership. The trouble is that the deed usually lives in one folder, the filings in another, and the obligations in someone's memory. When a question comes up two years later, nobody can find the clause that answers it. This is the problem an AI contract workspace is built for: drafting the deed, reading it back in plain language, tracking the dates and obligations that flow from it, and keeping every version in one place tied to the right people. [Adira](https://adiralaw.com) is built around Indian corporate law first, and depth for the Netherlands is on its roadmap rather than live today, so for a Dutch VOF, maatschap or CV you should still work with a Dutch adviser. The idea worth taking from this page is simpler than any product: your agreement and the work that follows it belong together, not scattered across folders and inboxes. This guide is general information, not legal advice. Confirm the current position with a Dutch lawyer or civil-law notary before you sign.