VOF (Partnership) in the Netherlands

Key Takeaways

A VOF (Vennootschap Onder Firma) is a general partnership between two or more partners who run a business together.
It is not a separate legal entity — each partner is personally and fully liable for all debts of the partnership.
Joint and several liability means each partner can be held responsible for the entire debt, not just their share.
Each partner is taxed individually on their profit share as Box 1 income and can claim their own entrepreneur deductions.
A written partnership agreement is not legally required but absolutely essential in practice.

What Is a VOF?

VOF

The VOF is the most common partnership form in the Netherlands. It is used when two or more people want to run a business together without creating a separate legal entity like a BV.

Setting Up a VOF

Registration

Register the VOF at the KVK (Chamber of Commerce) for €75. All partners must be present or represented. Each partner is individually registered in the trade register.

Partnership Agreement (VOF-Contract)

A written partnership agreement is technically optional but practically essential. Without one, you are governed by the default rules of the Dutch Civil Code — which may not reflect your intentions at all.

Your VOF contract should cover:

Profit and loss sharing — How are profits divided? Equal split? Based on contribution?
Capital contributions — What does each partner bring (money, equipment, clients, expertise)?
Decision-making — Who can sign contracts? What requires unanimous consent?
Non-compete clauses — Can partners do business outside the VOF?
Exit provisions — What happens if a partner wants to leave?
Death or disability — Does the VOF continue or dissolve?
Dispute resolution — How are disagreements settled?

Warning

Without a partnership agreement, the law defaults to equal profit sharing regardless of how much each partner contributes. It also defaults to dissolution when any partner exits. Get a contract — it costs €500–€1,500 from a lawyer and can save you tens of thousands in disputes.

Liability

The single most important thing to understand about a VOF is joint and several liability (hoofdelijke aansprakelijkheid).

This means:

Each partner is liable for 100% of all debts of the VOF
A creditor can choose which partner to pursue for the full amount
Even if the debt was incurred by your partner without your knowledge
Your personal assets (savings, home, car) are at risk

Example: Your VOF has two partners. Partner A signs a €100,000 supply contract that goes wrong. The supplier can demand the full €100,000 from you (Partner B) personally, even though you never agreed to the contract. You would then need to recover the amount from Partner A — which may be impossible if they have no assets.

Tip

If you want partnership without unlimited personal liability, consider setting up two BVs that form a VOF together. Each BV has limited liability, so the partners' personal assets are protected. This is a common structure for professional partnerships.

Taxation

How Each Partner Is Taxed

The VOF itself does not pay income tax. Instead:

The VOF calculates its total profit
Profit is divided among the partners according to the partnership agreement
Each partner reports their share on their personal income tax return
Each partner's share is taxed as Box 1 income at progressive rates

Entrepreneur Deductions

Each partner can individually claim entrepreneur deductions — provided they meet the hours criterion (1,225+ hours per year):

Zelfstandigenaftrek: €2,470 per partner
Startersaftrek: €2,123 per partner (first 3 years)
MKB-winstvrijstelling: 14% of remaining profit per partner

This means a two-partner VOF can claim double the entrepreneur deductions compared to a single eenmanszaak — a significant tax advantage.

VAT

The VOF has a single VAT registration and files VAT returns as one entity. VAT is not split between partners.

The partnership agreement determines how profits are divided. Common arrangements:

Method	How It Works
Equal split	50/50 (or equal shares for 3+ partners)
Fixed ratio	Based on agreed contribution (e.g., 60/40)
Labor + capital	First: interest on capital contributions. Then: remaining profit split by labor ratio
Salary + remainder	Each partner receives a fixed "salary" first. Remaining profit is split equally

Good to know

The Belastingdienst accepts any reasonable profit-sharing arrangement, but it must reflect economic reality. A 90/10 split when both partners work equally is likely to be challenged. The arrangement must be documented in the partnership agreement and applied consistently.

When Does a VOF Make Sense?

A VOF works well when:

Two or more people want to work together actively in a business
Each partner contributes meaningful labor (not just capital)
The business involves limited liability risk (low-risk service businesses)
Partners trust each other deeply — you are financially intertwined
The combined entrepreneur deductions provide a meaningful tax benefit

A VOF is not ideal when:

One partner is a silent investor (consider a CV — commanditaire vennootschap — instead)
The business involves significant contracts, debt, or liability risk
Partners do not fully trust each other
You plan to bring in new partners frequently

Dissolution

A VOF dissolves when:

The term specified in the partnership agreement expires
All partners agree to dissolve
A partner dies, is declared bankrupt, or is placed under legal guardianship
A court orders dissolution

Upon dissolution, the VOF's assets are liquidated, debts are paid, and any remaining value is distributed according to the partnership agreement.

Common Mistakes

No written partnership agreement — Relying on handshake agreements leads to disputes about profit sharing, decision-making, and exit terms.
Underestimating liability — Partners often assume they are only liable for "their half." Joint and several liability means you are liable for everything.
Unequal work, equal profit — If one partner works 60 hours a week and the other works 20, an equal profit split breeds resentment. Define shares clearly.
No exit strategy — Without clear exit provisions, a partner leaving can paralyze the business.
Mixing friendship and business — Starting a VOF with a friend without professional boundaries and legal agreements is a recipe for losing both the friend and the business.