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Drafting a General Partnership (VOF) contract

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Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
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  • We worked for, among others:
  • MKBjuristen.nl partner
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An incorrect document often provides a false sense of security.
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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A general partnership is practically quick to establish, but legally risky if agreements are lacking. Partners are, in principle, personally bound to the business. Precisely for this reason, contributions, profit, powers, liability, and exit must be clearly regulated in advance

  • For new and existing partners in a general partnership
  • Attention to input, profit sharing, powers, and decision-making
  • Illness, liability, withdrawal, goodwill, and continuation arranged
  • Practically useful for establishment, entry, growth, or restructuring

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About us

Our expertise in general partnership agreements

Our lawyers and in-house counsel assist partners, entrepreneurs, family businesses, and SMEs with general partnership agreements, entry, exit, collaboration, liability, and disputes. We examine contributions, profit distribution, powers, personal liability, illness, goodwill, continuation, and exit.

Custom solutions for your general partnership

A general partnership between start-ups, family members, service providers, trading companies, or entrepreneurs with employees does not require the same agreements. Therefore, we tailor the general partnership contract to your business, partners, business model, customers, and risks.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with corporate law, employment law, and contract law
  • Attention to practical operation, risks, and enforceability
  • Fixed rates in advance where possible
  • Customization
  • About us
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • Delivered within 5 working days, express delivery possible

About us

Our expertise in general partnership agreements

Our lawyers and in-house counsel assist partners, entrepreneurs, family businesses, and SMEs with general partnership agreements, entry, exit, collaboration, liability, and disputes. We examine contributions, profit distribution, powers, personal liability, illness, goodwill, continuation, and exit.

Custom solutions for your general partnership

A general partnership between start-ups, family members, service providers, trading companies, or entrepreneurs with employees does not require the same agreements. Therefore, we tailor the general partnership contract to your business, partners, business model, customers, and risks.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with corporate law, employment law, and contract law
  • Attention to practical operation, risks, and enforceability
  • Fixed rates in advance where possible

Reviews (21)

Soufian

The nuances of our business operations were listened to carefully. The setup of the cooperation agreement was logical and very well structured. It is clear that they have a passion for entrepreneurship.

Mounir

We quickly received a clear and competitive quotation. We were excellently guided through the maze of current laws and regulations. The document was flawlessly accepted by our investors.

Karim

They acted quickly when we indicated that it was urgent. They understood that, as a startup, we have different needs than an established corporate. These documents will undoubtedly save us a lot of headaches in the future.

Nordin

We were in a contentious situation, but the calm start defused the tension. The continuous thinking from the entrepreneur's perspective was a breath of fresh air. These documents will undoubtedly save us a lot of headaches in the future.

Nadia

The promises on the website were fulfilled immediately during the first contact. The risks we were willing to take were assessed strictly but fairly. Our customers respond positively to the clear terms and conditions.

Mehmet

The lawyer took the time to explain everything thoroughly. The advice was not only legally sound but also practically feasible in daily practice. The document was flawlessly accepted by our investors.

Oussama

It was immediately apparent that the lawyer had extensive experience in our sector. The telephone consultation regarding the final details provided just that little bit of extra confidence. The final result aligns 100% with our high standards.

Anne

We were looking for certainty and received it immediately in the first meeting. The fee structure was transparent, so we knew exactly where we stood during the process. A party that delivers on what it promises on its website.

Sofia

We were pleasantly surprised by the proactive initial approach. The explanation made the document understandable. Our customers are responding positively to the clear general terms and conditions.

Dylan

We immediately felt that we were in good hands. The coordination with our accountant went flawlessly and professionally. It is clear that they have a passion for entrepreneurship.

Tessa

A lot of time was saved thanks to the efficient intake. The translation of our core values ​​into the code of conduct was incredibly successful. It is clear that they have a passion for entrepreneurship.

Abdel

The approachability of this firm is a real plus. The lawyer managed to strike exactly the right balance between legal precision and readability. The document was accepted flawlessly by our investors.

Wouter

They really thought along with our situation. The empathy and understanding of the lawyer made this a very pleasant collaboration. It is clear that they have a passion for entrepreneurship.

Pieter

Very clear and professional guidance. The contact was approachable and professional. The quality fully met our expectations.

Zahra

The quick availability of the lawyer was crucial for us. We didn't just receive a standard template, but true custom work for our general partnership. A reliable partner who strives for perfection in their documents.

Maha

The intake was personal and concrete. The fixed price upfront instilled confidence. The final result aligns 100% with our high standards.

Sander

Things moved quickly and the work was carried out meticulously. We found the telephone intake particularly valuable. Our business partners were impressed by the professionalism of the contracts.

Sebastian

The expertise was immediately evident from the first contact. The speed with which complex legislative changes were integrated into our document was excellent. Our clients are responding positively to the clear general terms and conditions.

Sofiane

We were given the space to tell our entire story without being interrupted. The proactive approach went beyond just the legal framework; the business side was also addressed. Our business partners were impressed by the professionalism of the contracts.

Imran

The expertise was immediately evident from the first contact. The interim evaluation ensured that we remained perfectly aligned. A reliable partner striving for perfection in their documents.

Dounia

The process ran smoothly and was well-organized. The lawyer needed only half a word to create the right context. The document was flawlessly accepted by our investors.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
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Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

A few fundamental choices determine how strict or flexible your general partnership agreement will be. Make these consciously, as they affect liability and continuity.

Choice or question Why this matters legally
Is the general partnership continued if a partner leaves? With a continuation clause, the business continues to exist; without such a clause, departure or death generally leads to the dissolution of the general partnership.
How do you distribute profit and loss? Equally, pro rata to contribution, or via a fixed remuneration plus profit share; the choice determines each individual's financial position and tax outcome.
What are the limits of authority? A threshold amount above which joint consent is required limits the risk that one partner binds the general partnership to substantial obligations.
How do you determine the value upon buyout? Choose a method in advance (book value, auditor's report, or standard formula) to avoid lengthy discussions upon departure.
Would you like a non-compete clause after departure? A clause protects customers and know-how, but must be reasonable in duration and scope to remain enforceable.
Clauses and provisions

Which elements belong in a general partnership (VOF) contract?

A comprehensive general partnership agreement governs both day-to-day cooperation and exceptional situations. The components below form the core; you can supplement these further depending on your situation.

Provision Relevant to Legal point of attention
Name, purpose and registered office At founding Describe the trade name, activities, and registered office of the general partnership so that the scope of the partnership is established.
Contribution per partner At founding Record what each partner contributes: money, goods, labor, knowledge, or a client base, and at what value.
Profit and loss distribution Continuous Determine the distribution key and any remuneration for labor; without an agreement, the distribution is proportional to the contribution or equal.
Powers and decision-making Continuous Rule on who may act independently, from what amount decisions are made jointly, and how voting is conducted.
Withdrawal and accession Upon change Describe the notice period, buyout arrangement, and valuation so that a partner can leave without dissolving the general partnership.
disability and death In case of emergency Agree on what happens to the share, continuation, and payment to heirs in the event of illness or death.
Non-compete and confidentiality clause Continuous and after departure Protect the general partnership against partners who start working elsewhere with the same activities or confidential data.
Disputes and dissolution In case of conflict Stipulate how disputes are resolved and the manner in which the general partnership is dissolved and liquidated.
Use in practice

How do you use this document correctly?

The contract only works if it suits your situation, is signed by all partners, and remains up to date.

Situation What should you do? Point of attention
At founding Discuss and sign the contract before you start together In this way, the agreements are binding from the first day, and you prevent only the statutory standard rules from applying.
After signing Register the general partnership with the Trade Register of the Chamber of Commerce Registration is mandatory and also determines the powers that third parties may assume.
With every change Adjust the contract upon joining, leaving, or new activities An outdated contract leads to uncertainty regarding contributions, profit sharing, and liability.
Annual Review the agreements for preparing the annual figures You check whether profit distribution and contribution still correspond with practice.
Common mistakes

Common mistakes

The following mistakes are common in general partnership agreements and can prove costly in the long run.

Wrong Consequence Better approach
No written contract The statutory standard rules apply, and in the event of a conflict, nothing has been demonstrably agreed upon Always record the agreements in writing and have all partners sign.
No provisions for withdrawal or death Departure or death dissolves the general partnership and jeopardizes its continuity Include a continuation and buy-out arrangement with a clear valuation.
Underestimating liability Each partner is jointly and severally liable, including with private assets Clearly define the limits of authority and consider business liability insurance.
Input unclearly described Discussion about who contributed what and what it is worth Describe the contribution concretely, including a valuation and, where necessary, a deed of contribution.
No dispute resolution A conflict immediately results in costly proceedings or dissolution Agree on mediation or a fixed dispute resolution procedure in advance.
Risk profile

What is your situation and what do you pay attention to?

The right emphasis in your contract depends on your situation. If you recognize yourself in one of these cases, pay attention to the point of attention mentioned.

Risk profile Example Focus in the document
New partners You are starting a business together and do not yet fully know each other's expectations Explicitly document input, tasks, and powers to prevent ambiguity later on.
Unequal contribution One partner contributes more capital or labor than the other Align profit distribution and control with actual contributions to avoid imbalances.
Family or partners You run a business with family members or your life partner Separate business agreements from the private relationship, precisely in case it changes.
Growing general partnership You are considering new partners or larger investments Arrange for admission, decision-making, and liability in advance and reconsider the legal form.
Additional documents

When is this document not enough?

Sometimes your situation requires an additional or different document. In these cases, we refer you to a suitable alternative.

Situation Supplementary document Why
Situation Related document Explanation
You collaborate without establishing a joint venture Cooperation Agreement For a project-based or informal collaboration without joint and several liability, a collaboration agreement is more appropriate.
You want to switch to a private limited company with shareholders Shareholders' Agreement Upon conversion to a private limited company, a shareholders' agreement governs the relationships between the shareholders.
You share confidential information with external parties Confidentiality Agreement To protect business-sensitive data outside the general partnership, use a separate confidentiality agreement.
Explanation of this document

Drafting a General Partnership (VOF) contract, why?

Not every entrepreneur knows exactly what a general partnership (VOF) contract is, when you need one, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal solutions are important.

What is a general partnership agreement?
A VOF contract — a partnership agreement for a General Partnership — is the agreement whereby two or more persons jointly operate a business under a common name, whereby all partners are jointly and severally liable for the debts of the VOF. The VOF is regulated in Articles 15 through 18 of the Commercial Code (WvK) and is the most common form of cooperation for SME entrepreneurs who wish to start a business without legal personality. The VOF contract sets out the capital contributions, profit distribution, decision-making, powers of the partners, the entry procedure, the exit procedure, and the dissolution arrangements. Without a written VOF contract, the rights and obligations of the partners are difficult to enforce mutually. Our lawyers will draft a VOF contract for you that correctly establishes the capital contributions and profit distribution, watertight regulates control, correctly addresses liability upon entry (Carlande judgment), and conclusively formulates the exit and dissolution provisions.
How do you arrange contributions and profit distribution in the general partnership agreement?
The contribution of each partner—money, goods, labor, or goodwill—and its valuation must be stipulated in the general partnership agreement. The contribution typically determines the basis for profit distribution: partners who contribute more generally receive a larger share of the profit. Your general partnership agreement must also specify how the profit is determined—after deduction of which costs, and for which financial year—and how and when the profit is distributed. For partners who also contribute labor: is that labor contribution remunerated via remuneration for labor at the expense of the general partnership, or exclusively via the profit share? Our lawyers draft a profit distribution that aligns with the actual contribution of each partner.
How do you arrange liability when a new partner joins?
Upon the entry of a new partner into an existing general partnership (VOF), the Carlande judgment: the new partner is, in principle, jointly liable for debts the VOF already had prior to their entry, unless the parties have expressly agreed otherwise and this has been made known to creditors. Upon entry, your VOF agreement must explicitly state whether or not the incoming partner is liable for the existing debts of the VOF, and how that limitation is made known to existing and future creditors. Our lawyers ensure an entry arrangement that adequately protects the new partner.
How does it work at MKBjuristen?
After a brief intake, our lawyers draft a general partnership agreement that correctly sets out contributions and profit distribution, watertightly regulates control, addresses the Carlande ruling upon entry, and comprehensively formulates the exit and dissolution.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Tailored solutions for each general partnership situation

Not every general partnership operates the same way. Therefore, we do not draft general partnership agreements generically, but tailor them to the business, partners, powers, liability, and exit.

Starting General Partnership

Attention to input, profit, powers, costs, administration, and decision-making.

Existing General Partnership

Focus on revision, growth, personnel, investments, and changed roles.

Family Partnership

Focus on succession, private withdrawals, conflict, decision-making, and continuation.

Admission of partner

Attention to appreciation, input, voting rights, liability, and effective date.

Withdrawal of partner

Attention to notice period, settlement, goodwill, customers, trade name, and non-compete clause.

General Partnership with employees

Attention to employership, personnel costs, powers, and liability.


A general partnership agreement must primarily make personal liability and exit risks manageable. Therefore, we examine contributions, profit, powers, decision-making, illness, liability, goodwill, entry, exit, and continuation.

Common mistakes in general partnership agreements

Things often go wrong with general partnership agreements because partners start on the basis of trust but fail to make agreements regarding illness, growth, conflict, or departure.

  • Do not draw up a written general partnership agreement
  • Insufficient regulation of profit, loss, expenses, and private withdrawals
  • Leaving powers and signing authority too broad
  • Personal liability and internal burden forgotten
  • Failure to arrange for illness, disability, and substitution
  • Do not record goodwill and valuation upon exit
  • Allowing accession and withdrawal without a clear procedure
  • Continuation in the event of death, bankruptcy, or conflict forgotten

Draft your general partnership agreement properly and avoid unnecessary problems in the future. Good agreements prevent disputes regarding money, powers, liability, illness, clients, and departure.

What is a general partnership agreement?

A contract in which partners make agreements regarding their cooperation, contributions, profit distribution, powers, liability, entry, and exit.

Is a general partnership agreement mandatory?

A written contract is not always legally required, but is practically highly recommended due to evidence, liability, and exit risk.

Are partners personally liable?

In a general partnership (VOF), partners can be held personally liable for the debts of the VOF. Internal liability must therefore be properly arranged.

What happens when a partner withdraws?

That depends on the contract. Arrange for notice period, valuation, goodwill, customers, settlement, and continuation.

Can MKB Juristen review an existing general partnership agreement?

Yes. We audit, among other things, contributions, profit, powers, liability, illness, goodwill, entry, and exit.

Contact us

Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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