Purpose
Outline Dutch partnership options (VOF, CV) and when to use each.
Context & Assumptions
- Partnerships are contract‑driven; clear agreements reduce risk.
- Partners may have joint/several liability (VOF); CV separates roles.
Core Guidance
VOF (General Partnership)
- Two or more partners; joint/several liability.
- Partnership agreement should define capital, profits, roles, exit.
- KVK registration; BTW obligations depend on activity.
CV (Limited Partnership)
- General partners manage (unlimited liability); limited partners invest (limited liability, no management).
- Agreement must restrict limited partners from management to preserve limited liability.
Practical Steps
- Draft a partnership agreement with counsel.
- Register at KVK; set up tax and BTW registrations.
- Open bank accounts; establish compliance calendar.
Common Pitfalls
- No written agreement leading to disputes.
- Limited partners exercising management and losing limited liability.
- Ignoring BTW registration or filings.
Related Documentation
- Legal structure: https://www.omadudu.com/docs/business-formation/netherlands/01-legal-structure
- KVK registration: https://www.omadudu.com/docs/business-formation/netherlands/03-kvk-registration
- Tax registration (BTW): https://www.omadudu.com/docs/business-formation/netherlands/04-tax-registration
- Timeline: https://www.omadudu.com/docs/business-formation/netherlands/06-timeline-next-steps
Disclaimer
Informational guidance. Verify partnership rules, tax and BTW obligations with KVK and the Dutch Tax Authority, and seek legal counsel.