Leaving a partnership (maatschap) takes more than deregistering with the KVK (Netherlands Chamber of Commerce). You need to establish how the partnership validly ends or continues, what amount is to be settled, what happens to clients and files, and which liability remains. Start with the partnership agreement and put the practical and financial wind-up in writing before you finally leave.
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For professionals such as healthcare providers, accountants and lawyers, a departure also affects the continuity of services. Clients must not end up caught between the parties. A careful exit plan therefore separates the internal discussion about money from the obligations towards clients, staff, the landlord, the bank and other third parties.
A partnership is not a bv or a vof
A partnership (maatschap) is an agreement under which the participants contribute something to a common pool in order to share the resulting benefit. The statutory basis is found in Book 7A of the Dutch Civil Code (BW), from Article 1655 onwards. The partnership agreement sets out the arrangements between the partners. This legal form must be distinguished from a private limited company (bv) with shares and from a general partnership (vof).
That distinction matters on departure and for liability. A partner does not simply transfer shares in the way a bv shareholder does. The statutory liability rules may also differ from those of a vof. Do not, therefore, use an exit model designed for another legal form without adapting it. The actual set-up of the practice and external contracts also remain relevant.
The announced modernisation of partnership law is a separate legislative process. The information on the partnership from Ondernemersplein states that the commencement date of the new rules is not yet known. Base a current wind-up on the law as it stands and on your own agreement, not on an expected future regime.
What does the partnership agreement say?
Gather the original agreement, accession arrangements, amendments and resolutions. Check the provisions on duration, termination, continuation, valuation, goodwill, non-competition and dispute resolution. Also look at arrangements covering illness, retirement, death and serious breaches. Different reasons for leaving may lead to a different settlement.
A continuation clause may provide that the remaining partners carry on the practice. A retention or takeover clause may govern what happens to jointly owned assets. How exactly it works depends on the wording and on the assets to which the arrangement relates. Certain transfers require additional formalities or the cooperation of third parties.
If there is no written agreement, you will need to investigate which arrangements have arisen orally or through conduct, and which statutory rules supplement them. Annual accounts, profit distributions, entry payments and correspondence can provide evidence. Having no agreement on paper does not mean that everyone can go their own way without a settlement.
Leaving and dissolution of the partnership
The law lists termination by a partner as a possible ground for dissolution. Continuation arrangements can shape the consequences between those involved differently. First establish, therefore, whether the partnership as a whole ends, whether the cooperation with one partner is terminated, or whether the remaining partners form a new partnership.
Under Article 7A:1686 of the Dutch Civil Code, a partnership entered into for a fixed term or for a specific undertaking cannot be terminated by notice, unless this has been stipulated. A notice of termination may moreover be voidable if it is given contrary to reasonableness and fairness. The duration and consequences of a departure are therefore not merely administrative questions.
Where there are serious problems, judicial dissolution for weighty reasons under Article 7A:1684 of the Dutch Civil Code may come into play. The general rules on the termination of ordinary reciprocal contracts do not automatically apply to a partnership. Have a conflict assessed, therefore, from the perspective of the specific law on partnerships.
What notice period should you observe?
Start with the agreed period and the date with effect from which notice may be given. Sometimes the end of a financial year has been agreed, or a longer period applies for reasons of continuity. Also check the prescribed addressee and form. An oral announcement that you are “stopping soon” is often too vague for a careful wind-up.
There is no general notice period that is the same for every partnership. Where arrangements are missing or unclear, reasonableness and fairness and the circumstances may play a role. Think of dependency, ongoing files, replacement and the consequences for the other partners. A sudden departure can raise more questions than a termination announced well in advance.
State clearly in a notice of termination on what ground and with effect from which date you wish to terminate. Distinguish between the formal termination and the practical last working day. These may differ where a handover, holiday or temporary cover is agreed. Record how remuneration during that transitional period will be calculated.
The financial settlement starts with a reference date
Agree the date as at which the settlement will be made and which accounts will be used for it. The reference date affects receivables, work in progress, costs, profit and liabilities. An unclear date easily leads to disputes about income that comes in after the departure but was earned before it.
Draw up a provisional settlement and determine which items will become final later. Think of invoices not yet collected, corrections, tax assessments or claims. Arrange how information will be shared and who will collect payments after the departure. Without such a mechanism, the departing partner remains dependent on accounts he or she can no longer see.
Make sure the financial calculations match the legal arrangements. An accountant can calculate amounts but does not automatically decide which interpretation of the agreement is correct. Conversely, a legal arrangement needs a reliable numerical basis. Work, therefore, with clearly recorded starting points before anyone calculates a final amount.
Claims between the partners and the partnership may involve different parties and different legal grounds. Do not, therefore, deduct a disputed counterclaim from the final settlement without assessing it first. For set-off, factors such as reciprocity, enforceability and the arrangements made are relevant. Also record which external obligations continue to exist despite your departure.
Capital contributions and jointly owned assets
Investigate what each partner has contributed: money, assets, use of premises, labour or other rights. Not every contribution means that ownership has been transferred for good. A car or piece of equipment, for example, may have remained the property of one partner while the partnership used it. This determines what must be divided or returned on departure.
Check capital accounts, private drawings and loans between partners separately. A positive balance on an account is not always the same as a buy-out sum that is immediately payable. Liabilities or corrections may also still need to be processed. Avoid lumping profit, capital and loans together in one unspecified amount.
Specific transfer requirements may apply to real estate, certain intellectual property rights or contracts. An internal arrangement that everything goes to the remaining partners does not automatically complete every external transfer. Make a list of the steps required, the third parties involved and the moments at which risk and use pass.
Goodwill is not automatically a fixed percentage
Whether goodwill must be paid depends on the agreement and on the value that remains with the continuing partners. Distinguish between transferable practice value and goodwill that is closely tied to the person of the departing partner. The sector, client relationships, name, location and organisation may be relevant here.
A percentage of annual turnover is not a universally correct valuation method. It may have been agreed in a contract or be useful in a particular context, but it requires explanation. Also consider whether debts, investments, dependence on a single client and the departure of staff affect the value.
If views differ, agree how an independent expert will be appointed, what information will be made available and whether the outcome will be binding. Formulate the valuation brief first. An expert who is only asked to name a figure without shared starting points cannot resolve the legal dispute on his or her own.
Dividing work in progress and receivables
In professional services, work is often invoiced or paid at a later stage. Record who is entitled to the proceeds of ongoing files and who will carry out the remaining work. A file that has largely been prepared may still require substantial work to complete after the departure. Both work already done and future costs deserve attention.
Agree who will follow up receivables and how bad debts will be dealt with. If an invoice is later partly credited, it must be clear who bears that. Arrange periodic statements and a cut-off point for the settlement, with a procedure for exceptional items. This prevents years of discussion about minor corrections.
Where there is a disagreement about the allocation of turnover, a list of files showing status, work done and expected next steps is helpful. Take confidentiality into account. Financial information may be needed for the settlement, but that does not automatically justify unlimited circulation of client files among all advisers involved.
Clients and patients are not stock to be divided
On departure, the freedom of choice and interests of clients or patients must be handled with care. An internal arrangement that a client “belongs to a partner” does not in itself determine what the client must do. The applicable professional rules, contracts and privacy obligations remain decisive.
Draw up a joint communication plan where possible. State factually who is leaving, from when, and how continuity will be ensured. Avoid the internal conflict being fought out through clients. Where deadlines or treatment are ongoing, it must be clear who remains responsible until the handover has actually been arranged.
A non-solicitation or non-compete clause can restrict commercial freedom, but it must be interpreted and tested. The right to continue a practice and the obligations towards clients must be considered together. A general prohibition may not be used, without investigation, as a reason to block necessary continuity or information.
Files, personal data and access
Record who keeps the files, who retains access and on what basis data is transferred. Medical, legal or other confidential data require particular attention. An exit agreement does not replace any required consent, professional rule or other legal basis for sharing data.
Arrange access to practice software, email, archives and telephone numbers. Do not close accounts without consultation if doing so jeopardises ongoing obligations towards clients. Conversely, a partner who has left should not retain unlimited access to new files. Choose a clearly defined transitional arrangement that can be monitored.
Make a handover list with responsible persons and completed actions. State which documents will be copied or transferred and which data must be retained for statutory obligations or to defend against claims. A controlled handover protects both clients and the partners who will later have to answer questions.
Liability does not end on deregistration
Leaving the partnership does not make existing obligations disappear automatically. Distinguish between liability towards third parties and the internal allocation of the burden between partners. An arrangement that the remaining partners will bear old debts does not in itself bind a bank, landlord or other creditor.
Specific rules apply to partnership debts regarding who is bound and who is liable. The starting point is not the same as the general joint and several liability of partners in a vof. Nevertheless, joint and several liability may follow from a specific rule or arrangement. For instance, Article 7:407(2) of the Dutch Civil Code is relevant where several persons have jointly accepted an engagement.
Assess, therefore, for each obligation who the contracting party is, who signed, what authority existed and which specific statutory rule applies. A short slogan that partners are “always liable only for their own share” is too absolute. A professional error from the period before the departure may also still lead to a claim later on.
Bank, lease, staff and insurance
Where necessary, ask the third party concerned for a written release from liability. Think of credit facilities, guarantees, leases of premises and equipment leases. An indemnity from the remaining partners may be useful internally, but offers less protection if they are later unable to pay. Therefore also look into security for that indemnity.
Staff do not automatically move with a partner or stay behind simply because the partners have agreed this between themselves. Employment law rules and the actual transfer may be relevant. Have the consequences for the employer’s position, terms of employment and employee participation assessed separately. The same applies to sector licences and contracts with financiers or health insurers.
Check the professional liability insurance and any run-off cover. The moment of the act, the claim and the notification may be decisive for cover. Report known circumstances in good time and record who will handle old claims. An arrangement on the internal allocation does not replace cover under the policy.
The exit agreement
As a minimum, record the end date, continuation, settlement, payment terms, security, communication with clients, handover of files and liability. Add a procedure for items not yet known and for disputes. Specify which obligations continue after payment, such as confidentiality and cooperation on old files.
Be careful with a full and final discharge. If certain claims, tax items or receivables are still uncertain, it must be clear whether they fall inside or outside the discharge. Where necessary, link completion to correct payment and handover. An arrangement should not only bring peace today, but also remain workable when an old obligation surfaces later.
Plan the transition in a logical order
An exit arrangement becomes easier to implement when the dependencies are visible. Start with the legal starting point and a provisional end date. Then determine what information is needed for valuation and settlement. After that, arrange the consent of third parties, the financing of the buy-out sum and the practical handover. The final signing should reflect what can actually be arranged.
Take a fictitious practice with three partners, one of whom is leaving. The remaining partners want to pay the buy-out sum in instalments, while the bank still holds the departing partner liable under the credit facility. An internal promise that everything will be fine then offers limited certainty. Investigate the credit terms, the required consent of the bank and appropriate security for the payment. Record what happens if the bank does not consent or the financing does not become available in time.
Also agree a procedure for figures that only become final after the departure. A provisional settlement can be useful, provided it is clear which items will still be adjusted and how differences will be determined. Specify who will have access to which financial documents and who will assess a substantive disagreement. This prevents one party from indefinitely postponing the final settlement.
Make the practical handover concrete with dates and responsible persons. Think of the website, telephony, shared subscriptions and access to archives. For digital services, the explanation on terminating business software contracts may help. For restrictions on future work, the article on the non-solicitation clause for self-employed professionals offers further points to consider. How this works out still depends on your own partnership agreement and professional context.
Frequently asked questions
Can I deregister and stop immediately?
Deregistration does not automatically arrange the termination of the partnership agreement or your obligations towards third parties. Check termination, continuity and settlement. Report changes correctly and in good time, but treat the registration as part of the wind-up and not as a substitute for it.
Am I always entitled to goodwill?
No. That depends on the arrangements and on the value that remains on continuation. Personal goodwill and transferable goodwill may differ. Have the legal starting points established before a valuation is made. A standard percentage of turnover is not appropriate for every practice.
Can the other partners force me to leave?
That depends on the agreement, the reason and the applicable statutory options. Expulsion, termination by notice and judicial dissolution are different routes. In a serious conflict, the authority, procedure and financial consequences must be carefully assessed. A majority decision is not automatically sufficient for every departure.
May I take my clients with me?
Assess client choice, contractual restrictions, professional rules and privacy together. Clients are not the property of a partner. At the same time, you may be bound by arrangements on approaching clients and on confidential information. Arrange communication and the handover carefully, especially where cases or treatment are ongoing.
Am I still liable for old debts after leaving?
You may be. An internal assumption of debts does not automatically release you vis-à-vis the creditor. Investigate for each obligation who is bound and, where necessary, ask for an external release from liability. Also record the internal allocation of the burden and any security.
Can a partnership continue with one person?
A partnership presupposes several participants. If only one person remains after the departure, it must be examined in what form the practice will continue and which transfers and registrations are needed. The business may possibly be continued, but not simply as the same one-person partnership.
Legal assistance when leaving a partnership
Arslan Advocaten can help with giving notice, negotiations and a carefully drafted exit agreement. Gather the partnership agreement, amendments, figures and the main external obligations. Where the cooperation has broken down, our explanation of a conflict between partners is also relevant. Contact us for an assessment as part of our corporate law services.
Written by Onur Arslan, attorney at Arslan Advocaten. Registered in the Netherlands Bar’s register of practice areas for employment law and personal injury. Content reviewed on 12 September 2026 against the statutory text on wetten.overheid.nl and the cited judgments on rechtspraak.nl.
