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Drafting general partnershipexitagreementa

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  • We worked for, among others:
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  • MKBjuristen.nl partner
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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

When withdrawing from a general partnership, it is not enough to simply agree that a partner is stepping down. Equally important are settlement, debts, liability, customers, trade name, banking matters, and continuation. Otherwise, the departing partner often remains legally and financially involved longer than intended

  • For partners who wish to leave or continue a general partnership
  • Attention to end date, valuation, goodwill, debts, and settlement
  • Customers, trade name, bank, Chamber of Commerce, liability, non-compete clause, and discharge arranged
  • Practically useful for departure, conflict, sale, buyout, or continuation

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About us

Our expertise in general partnership exit agreements

Our lawyers and in-house counsel assist partners with exit, buyouts, valuation, continuation, general partnership disputes, and termination. We review the general partnership agreement, end date, balance sheet, goodwill, debts, clients, trade name, liability, banking, Chamber of Commerce, tax settlement, non-compete clauses, and final discharge.

Tailor-made solutions for your general partnership exit

A voluntary withdrawal, conflict, buyout, restructuring, or termination does not require the same agreements. Therefore, we tailor the withdrawal agreement to the general partnership, partners, balance sheet, debts, customers, and the desire for continuation.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with privacy, 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 exit agreements

Our lawyers and in-house counsel assist partners with exit, buyouts, valuation, continuation, general partnership disputes, and termination. We review the general partnership agreement, end date, balance sheet, goodwill, debts, clients, trade name, liability, banking, Chamber of Commerce, tax settlement, non-compete clauses, and final discharge.

Tailor-made solutions for your general partnership exit

A voluntary withdrawal, conflict, buyout, restructuring, or termination does not require the same agreements. Therefore, we tailor the withdrawal agreement to the general partnership, partners, balance sheet, debts, customers, and the desire for continuation.

Our facts

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

Reviews (21)

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Meet our office

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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.

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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.

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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
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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?

The content of the agreement depends on a number of choices regarding valuation, continuation, and liability. By answering these questions in advance, you avoid disputes during the settlement.

Choice or question Why this matters legally
Will the general partnership be continued or dissolved? In the event of continuation, the remaining partners take over the business; in the event of dissolution, the entire partnership assets must be distributed and liquidated.
How is the stock valued? You choose book value, an independent valuation, or a pre-agreed fixed sum. The method determines the amount of the buyout sum.
Will the buyout amount be paid in a lump sum or in installments? Payment in installments reduces the liquidity pressure for the remaining partners, but requires security for the departing partner.
Does a non-compete or non-solicitation clause apply? A clause protects the continuing business, but must be reasonable in duration and scope to remain enforceable.
How is joint and several liability settled? You specify for which debts the withdrawing partner is indemnified and how creditors are informed.
Clauses and provisions

Which elements belong in a general partnership exit agreement?

A comprehensive exit agreement regulates not only the departure itself, but also the financial settlement, liability, and arrangements for after the exit. The components below ensure that there is no ambiguity afterwards.

Provision Relevant to Legal point of attention
Parties and reference date With every exit Who withdraws, who remains, and the effective date of the withdrawal; determining liability and valuation.
Valuation of the share With every exit How the withdrawing partner's share in the partnership assets is determined (book value, valuation, or fixed sum).
Buyout amount and payment Upon financial settlement The amount the withdrawing partner receives or contributes, and whether this is paid in a lump sum or in installments.
Continuation of the business If the general partnership continues Stipulation that the remaining partners continue the business and take over the name, customers, and assets.
Liability and indemnification With every exit Arrangement that the withdrawing partner is indemnified against debts arising after the reference date.
Current obligations For contracts and loans Who will be responsible for ongoing rental, credit, and supplier contracts.
Competition and relationships If desired Optionally, a non-compete or non-solicitation clause to ensure the withdrawing partner does not take clients with them.
Final discharge Upon completion Declaration that the parties have no further claims against each other after execution.
Use in practice

How do you use this document correctly?

The agreement only works properly if all partners are involved and the agreements are demonstrably recorded. Follow the steps below for a correct settlement.

Situation What should you do? Point of attention
For signature Determine the reference date and the valuation method together Without agreement on this, a discussion regarding the buyout sum will arise later.
Upon signing Have all partners sign, including those remaining The indemnification and continuation are only valid if all parties involved agree.
After signing Change the registration with the Chamber of Commerce Deregistration terminates liability for new debts towards third parties.
For existing contracts Inform creditors and change the name on the account This way, you prevent the withdrawing partner from remaining liable unnoticed.
Common mistakes

Common mistakes

When withdrawing from a general partnership, things often go wrong regarding the financial settlement and liability. These mistakes cost a lot of money and time in the long run.

Wrong Consequence Better approach
No deregistration with the Chamber of Commerce The withdrawing partner remains liable to third parties for new debts Remove the partner from the Commercial Register immediately after the reference date.
Do not include an indemnity Departing partner can be held liable for old debts Include a clear indemnity and discharge clause.
Valuation not recorded Conflict over the amount of the buyout sum Agree on a valuation method in advance and record it in writing.
Forgot ongoing contracts Uncertainty as to who takes over rent, credit, or supplies Inventory all contracts and assign them to a party.
Oral agreements Nothing can be proven in a dispute Record all agreements in writing and have everyone sign them.
Risk profile

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

Not every exit proceeds the same way. Depending on your situation, the points of attention differ.

Risk profile Example Focus in the document
Departure by mutual agreement Both parties agree on departure and continuation Focus on an accurate valuation and comprehensive indemnification.
Departure in case of disagreement There is a conflict over money or policy Establish the valuation method and payment arrangements, and consider a dispute resolution mechanism.
Retirement due to pension Partner steps down for personal reasons Ensure a proper transfer of knowledge, clients, and ongoing files.
One of the two partners is leaving The general partnership effectively terminates and is continued as a sole proprietorship Arrange the transfer of assets and the change of legal form with the Chamber of Commerce.
Additional documents

When is this document not enough?

A withdrawal agreement governs the departure of a partner, but other documents are required for broader changes in the partnership or structure.

Situation Supplementary document Why
You want to formalize or revise the collaboration yourself Cooperation Agreement In this, you arrange the agreements between the collaborating parties for the future.
The company continues as a private limited company with shareholders Shareholders' Agreement In a BV structure, you define the relationships between shareholders.
There are outstanding invoices or the buyout amount Debt collection When payment is overdue, debt collection helps to recover your outstanding debt.
Explanation of this document

Drafting a general partnership exit agreement, why?

Not every entrepreneur knows exactly what a general partnership withdrawal agreement is, when you need one, and which risks they must cover. Therefore, we explain below what this document entails, what you should look out for, and why customized legal frameworks are important.

What is a general partnership exit agreement?
A general partnership (VOF) withdrawal agreement is the agreement whereby a partner withdraws from a general partnership, transfers their share in the partnership assets to the remaining partners, and arrangements are made regarding their liability for the debts of the VOF. Withdrawal from a VOF is legally complex: the withdrawing partner remains liable for debts incurred by the VOF prior to their withdrawal, unless creditors consent to release from liability. The VOF withdrawal agreement regulates the withdrawal compensation, the transfer of the share in the partnership assets, the continuity of the VOF by the remaining partners, and the settlement of liability. Our lawyers will draft a VOF withdrawal agreement for you that correctly calculates the withdrawal compensation, ensures a watertight settlement of liability, correctly allocates goodwill and the trade name, and addresses the tax consequences of the withdrawal.
How do you calculate the severance payment?
The exit compensation reflects the economic value of the exiting partner's share in the general partnership. This value consists of their capital share in the partnership assets, their share in the hidden reserves—the capital appreciation of assets above book value—the share in the company's goodwill, and their share in outstanding receivables and payables. Valuation is typically the most contentious step in a general partnership exit: the remaining partners want to pay the lowest possible amount; the exiting partner wants the highest possible compensation. Your exit agreement must explicitly specify the valuation method—book value, goodwill valuation by an independent accountant, or an agreed multiple. Our lawyers advise you on a fair and legally sound valuation.
How do you arrange liability for existing debts?
Pursuant to Article 18 of the Dutch Commercial Code (WvK), every partner in a general partnership (VOF) is jointly and severally liable for all debts of the VOF—even after withdrawal, for debts incurred before their departure. The withdrawing partner cannot unilaterally terminate this liability: they require the consent of each individual creditor to be released. Your withdrawal agreement must oblige the remaining partners to fully indemnify and hold the withdrawing partner harmless against all claims from creditors. Furthermore, the VOF registration with the Chamber of Commerce (KvK) must be amended. Our lawyers draft the indemnification clause and guide the Chamber of Commerce amendment.
How does it work at MKBjuristen?
After a brief intake, our lawyers draft a general partnership exit agreement that correctly calculates the compensation, ensures a watertight settlement of liability, correctly allocates goodwill, and addresses the tax implications.
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 exit situation

Not every general partnership exit works the same way. Therefore, we do not draft generic exit agreements, but tailor them to financial settlement, liability, and continuation.

Voluntary withdrawal

Attention to end date, settlement, goodwill, administration, customers, and indemnification.

Conflict between partners

Attention to valuation, communication, confidentiality, non-compete clauses, and final discharge.

Buyout

Attention to purchase price, payment terms, collateral, debts, and continuation.

Restructuring into a private limited company

Focus on assets, liabilities, contracts, tax settlement, and new structure.

Death or illness

Attention to heirs, insurance, continuation, valuation, and payout.

Termination of General Partnership

Attention to settlement, debts, assets, customers, administration, and final agreements.


A general partnership exit agreement is intended to prevent a departing partner from being left financially or legally stranded. Therefore, we examine the termination date, settlement, goodwill, debts, bank, Chamber of Commerce, customers, trade name, liability, and discharge.

Common mistakes when withdrawing from a general partnership

Things often go wrong during the withdrawal from a general partnership because only the practical transfer is arranged, and not the legal settlement.

  • Thinking that deregistration with the Chamber of Commerce is sufficient
  • Do not prepare a full balance sheet, capital account, and goodwill calculation
  • Bank, creditors, rent, lease, and suppliers forgotten
  • Insufficient regulation of liability and internal indemnification
  • Do not divide customers, trade name, domains, email, and social media
  • Do not make agreements regarding administration, taxes, and annual accounts
  • Do not include a relationship clause or non-competition clause where necessary
  • Grant final discharge without exceptions for unknown debts

Draft your general partnership exit agreement carefully and avoid unnecessary problems in the future. Good agreements prevent disputes regarding settlement, goodwill, debts, customers, liability, and continuation.

What is a general partnership exit agreement?

An agreement in which partners make arrangements regarding the departure of a partner and the financial, practical, and legal settlement.

Is deregistering with the Chamber of Commerce enough?

No. Deregistration does not automatically settle accounts, debts, bank obligations, customers, goodwill, or indemnification.

How is goodwill settled?

That depends on the general partnership agreement and the terms of the agreement. Clearly define the method, reference date, and payment.

Does a withdrawing partner remain liable?

External liability may continue to apply. Therefore, arrange for permission from creditors and internal indemnification.

Can MKB Juristen review an existing general partnership exit agreement?

Yes. We check, among other things, the end date, settlement, goodwill, debts, customers, trade name, liability, and discharge.

Contact us

Annelore Hendriks

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