Ending a VOF is often not a planned step but the result of a conflict between the partners. Where the collaboration stalls, agreements are not kept, or trust has gone, carrying on can become impossible. This article sets out your options for ending a VOF, how to limit the damage, and when legal steps are necessary.
When does the wish to end a VOF arise?
The wish to VOF te beëindigen usually arises from structural problems in the collaboration. Common situations are:
- a conflict with your partner;
- agreements are not being kept;
- ongelijke inzet of bijdrage;
- disagreement about the direction of the business;
- personal tensions that spill over into the business.
What is a VOF in legal terms?
A VOF (vennootschap onder firma, a Dutch general partnership) is a form of collaboration in which two or more people run a business together. Unlike a BV, the partners are persoonlijk aansprakelijk for the debts of the business.
That is exactly why a conflict within a VOF can have serious financial and personal consequences.
What do the partnership agreement and the arrangements say?
When Ending a VOF, it is essential to look at the partnership agreement (vennootschapsovereenkomst).
It often contains arrangements about:
- division of profit and loss;
- the powers of the partners;
- uittreding of beëindiging;
- valuation of the business assets;
- geschillenregeling.
Is there no clear agreement? The law still provides a framework, but that regularly leads to argument.
Ending a VOF: what are the options?
1. In onderling overleg stoppen
The least drastic way to end a collaboration within a VOF is by mutual agreement. The partners then agree on the winding-up, the division of assets and whether one partner will continue the business.
2. Withdrawal of a partner
Sometimes only one partner wants to stop. Withdrawal is then possible, but it must be arranged carefully to limit the liability risks.
3. Dissolution of the VOF
Where working together has become impossible, the VOF can be dissolved. That means the business is wound up and the assets are divided.
4. Juridische stappen
Where the parties cannot agree, legal steps may be needed to force the ending of the VOF or to arrange the winding-up.
What if your partner does not keep to the agreements?
A common problem is a partner who does not keep to the arrangements: not pulling their weight, withdrawing money, or blocking decisions.
That may amount to breach of contract or wrongful conduct, which can be a ground for ending the collaboration and recovering the loss.
Personal liability when ending a VOF
When Ending a VOF, personal liability remains a key point of attention. Even after the partnership ends, partners can remain liable for existing debts.
A proper legal winding-up is therefore essential.
Internationale samenwerkingen
International collaborations within a VOF can bring extra complications, for example where a partner lives or operates abroad.
General information about forms of collaboration is available from the Dutch Chamber of Commerce (Kamer van Koophandel).
Common mistakes when ending a VOF
- waiting too long before acting;
- not recording clear agreements;
- persoonlijke aansprakelijkheid onderschatten;
- emoties laten overheersen;
- procederen zonder strategie.
What can Arslan Advocaten do for you?
Arslan Advocaten advises entrepreneurs on Ending a VOF and on conflicts between partners. We analyse your position, advise on the best route and handle negotiations or proceedings.
Read more about our expertise in bedrijfsrecht, our experience with conflicts with business partners en aandeelhoudersgeschillen.
Costs and litigation funding in VOF disputes
In disputes about Ending a VOF we do, as a rule, not work on a no cure no pay basis. Such cases require a careful legal and strategic approach.
That does not necessarily mean you have to bear those costs yourself. In many partnership disputes it is possible to use procesfinanciering.
We work with a onafhankelijke procesfinancier that may, after assessing your case on its merits, decide to alle proceskosten te betalen. This covers, among other things:
- the legal fees;
- the court fee;
- any expert costs;
- kosten in hoger beroep.
Where litigation funding is granted, you as the client do not have to pay these costs yourself. The funder carries the financial risk of the proceedings.
The funder is only paid if the outcome is positive. For you that means litigation is possible without having to incur costs before or during the proceedings.
About the author
This article was written by Onur Arslan, lawyer and founder of Arslan Advocaten. He specialises in bedrijfsmatige geschillen, waaronder conflicten binnen samenwerkingen en VOF’s.
Would you like to discuss how to end your VOF collaboration legally?
👉 View Onur Arslan’s profile and get in touch.
Frequently Asked Questions
What are my options if I want to end my VOF because of a conflict with my partner?
You can end the collaboration by mutual agreement, have one partner withdraw, dissolve the VOF, or take legal steps where no agreement is reached. Choosing the right route depends on your situation and on what was agreed.
How can I limit my liability when ending a VOF?
Arranging a partner’s withdrawal carefully and complying with the partnership agreement limits the liability risks. It is sensible to take legal advice so that the right steps are taken.
What should I do if my partner does not keep to the agreements?
You can rely on breach of contract or wrongful conduct, and may be able to end the collaboration or claim damages. Gather evidence and take legal advice to protect your position.
When are legal steps necessary to end a VOF?
Legal steps are needed where the partners cannot resolve matters between themselves, for example where they disagree about the division or the winding-up. A lawyer can help you follow the right procedure and represent your interests.
