Legal assistance with a conflict with a business partner, partner, or shareholder
Dispute with Business Partner, Partner or Shareholder
Have your position reviewed before the conflict damages the company
Conflict with a business partner, associate, shareholder, or partner? Or do you wish to withdraw from a general partnership, professional partnership, or limited partnership? MKBjuristen advises on withdrawal, final settlement, buyouts, deadlocks, and shareholder disputes. Fixed price, immediate action.
- First consultation free and without obligation
- Assessment of your legal position, evidence, and risks
- Advice on demands for payment, negotiating, or litigating
- Assistance from lawyers and experienced in-house counsel
- Fixed rates per step where possible
Mr. Jaime Boogaers
Corporate Law · Lawyer
A business conflict between partners always harms two things at the same time: the relationship and the business. The sooner you seek legal advice, the more options there are to limit the damage
- Practical legal advice
- Quick clarity on next steps
- Focused on both the solution and the evidentiary position
- No unnecessary escalation
- We worked for, among others:
Sound familiar?
Business conflicts rarely escalate overnight. Do you recognize any of these situations? If so, it is wise to seek legal advice now.
The other party fails to honor agreements
There is a dispute regarding payment, delivery, quality, payment terms, or agreements made.
You are unsure how to respond
An incorrect response can be interpreted as an acknowledgment, promise, or waiver of rights.
The situation threatens to escalate
The tone becomes sharper, payment is withheld, or the other party threatens legal action.
You want to know whether litigation is wise
Not every case is suitable for proceedings. First, the chances, costs, evidence, and risks must be clear.
Do not react too quickly without a strategy.
An email, promise, or threat can be used against you legally later.
An email, promise, or threat can be used against you legally later.
What would you like to know more about?
Dispute with business partner or associate
Dispute with customer
Dispute with supplier
Dispute with staff
Dispute with municipality or government
When do you need legal assistance in a conflict with your business partner?
A conflict with a business partner, associate, or shareholder rarely begins as a legal dispute. First, there is a difference of opinion regarding strategy, profit distribution, or day-to-day operations. Then, mistrust grows. Eventually, the parties find themselves diametrically opposed, and the company comes under pressure.
The danger with this type of conflict is that you wait too long. The longer a conflict drags on, the more limited the legal options become and the greater the damage — both business and personal. Have your position assessed before you act.
General Partnership, Limited Partnership, and Professional Partnership: withdrawal and conflict between partners
In a partnership—a general partnership (VOF), limited partnership (CV), or professional partnership—partners are personally liable for the debts of the partnership. Consequently, a conflict with a partner directly affects your private assets.
The most common situations are the withdrawal of a partner, a dispute regarding the final settlement upon withdrawal, a partner wishing to leave but the other blocking continuation, disagreement regarding profit distribution or contributions, and violation of the non-compete or non-solicitation clause after departure.
Upon withdrawal from a general partnership (VOF) or professional partnership, you are entitled to your share of the partnership assets after settlement of joint debts. But what exactly is that share worth? How is goodwill valued? And are you still liable, after withdrawal, for debts incurred during your participation? In practice, these questions lead to the most disputes.
We assist both the withdrawing partner and the continuing partners with the final settlement, valuation, and the recording of all agreements in a withdrawal agreement.
BV: shareholder disputes and buyout
In a private limited company, the legal routes differ from those of a partnership. Shareholders are in principle not personally liable, but a conflict can
completely block decision-making — especially in the case of an equal distribution of shares.
The most common situations are a 50/50 deadlock where decisions are blocked, a shareholder acting contrary to the corporate interest, disagreement regarding the exit buyout price, and a shareholder competing with the company or sharing confidential information.
As of January 1, 2025, the rules have been changed by the Wagevoe. Shareholder disputes now go directly to the Enterprise Chamber of the Amsterdam Court of Appeal. This means faster proceedings before a specialized judge.
The four legal routes are: negotiated buyout via amicable consultation, the dispute resolution procedure (expulsion via Article 2:336 of the Dutch Civil Code or withdrawal via Article 2:343 of the Dutch Civil Code), the inquiry procedure in cases of mismanagement or stalled decision-making, and summary proceedings for urgent interests.
Investors, financiers, and collaborating freelancers
Not every business conflict takes place within a formal legal entity. An investor who fails to honor agreements, a financier who intervenes outside their authority, or collaborating freelancers who disagree on the distribution of assignments or costs can also lead to a serious dispute.
We assess the cooperation agreement, the factual situation, and your legal position — and advise on the strongest route to a solution.
How do you prevent a future conflict?
Most business conflicts can be prevented with good agreements made in advance. In a shareholders' agreement, partnership agreement, or cooperation agreement, you stipulate how decisions are made in the event of a deadlock, how shares or corporate shares are valued upon a buyout, what happens in the event of death or bankruptcy, and which non-compete clauses apply after departure.
We draft these documents or review the existing agreement
for gaps that could lead to a future conflict.
First determine your legal position
Before you respond substantively, issue a formal demand, terminate, dissolve, or initiate legal proceedings, it must be clear what has been legally agreed upon and what evidence exists to support this. We review, among other things, agreements, general terms and conditions, quotations, emails, WhatsApp messages, invoices, and prior correspondence.
Not every legal step is immediately wise
Sometimes a brief demand letter is sufficient. Sometimes negotiating is wiser than litigating. And sometimes swift action is necessary to prevent damage or evidentiary problems. The right course of action depends on your interests, evidentiary position, contractual agreements, and the attitude of the opposing party.
Which legal step suits your situation?
Not every dispute requires the same approach. Sometimes a brief consultation is sufficient, while sometimes a formal assessment or negotiation is necessary.
Consulting with a lawyer
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Quickly brainstorm about your situation and prevent you from reacting incorrectly.
- Contact within one business day
- Concrete answers to your most important questions
- Suitable for an initial legal assessment
Determine legal position
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Have your legal position assessed before taking the next step.
- Assessment of documents and evidence
- Insight into opportunities and risks
- Advice on the best strategy
Negotiating
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If talks stall, we assist with strategy, correspondence, and negotiation.
- Determine strategy
- Contact with the other party
- Legally formalizing agreements
Litigation
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If proceedings are necessary, we determine the process strategy and next steps.
- Determine process strategy
- Drafting procedural documents
- Assistance in proceedings
This is how we handle it
We do not initiate litigation. First, we map out your legal position, evidence, and commercial interest.
1
Assess situation and legal form
We assess the legal form, the partnership agreement or shareholders' agreement, the correspondence, and the factual situation in relation to your legal position.
2
Determine route and strategy
You will receive honest advice regarding the strongest approach: negotiation, withdrawal, buyout, dispute resolution, or proceedings before the sub-district court or the Enterprise Chamber.
3
Take action
We negotiate on your behalf, draft the exit agreement or buyout agreement, or initiate legal proceedings.
4
terminate or restore cooperation
We guide you to a legally correct outcome with minimal damage to the business and your personal assets.
Example: withdrawal from general partnership with dispute over goodwill compensation resolved
Two partners jointly operated a service business within a general partnership (VOF). One of them wished to withdraw, but the parties fundamentally disagreed regarding the value of the goodwill and whether the withdrawing partner remained liable for ongoing obligations. After reviewing the partnership agreement and the financial records, we advised on the fair value of the partnership share and negotiated on behalf of the withdrawing partner. The withdrawal was formalized in a withdrawal agreement including a final settlement, release from liability for future obligations, and a non-compete clause for two years. Court proceedings were avoided.
Why MKBjuristen.nl?
Since 2001, we have been helping entrepreneurs with legal disputes, contractual disagreements, and business conflicts. We combine legal assessment with a practical approach: first get a grip on the situation, only then take the next step.
- Lawyers and experienced in-house counsel
- Practical advice without unnecessary legal jargon
- Fixed rates per step where possible
- Focused on solution, evidentiary position, and result
Frequently Asked Questions
What are my rights if I want to withdraw from a general partnership?
Upon withdrawal from a general partnership, you are entitled to your share of the partnership assets after settlement of joint debts. The amount depends on the partnership agreement and the valuation of assets, goodwill, and current liabilities. After withdrawal, you remain liable for debts incurred during your participation, unless you have negotiated a release from joint and several liability with the creditors.
Can a partner simply block the continuation?
That depends on the partnership agreement. If no continuation clause is included, a partner wishing to leave can, in principle, terminate the partnership, followed by dissolution and liquidation. If a continuation clause is included, the remaining partners can continue the business. We will review your contract and advise on the best course of action.
How is goodwill calculated upon exit?
There is no statutory method for calculating goodwill. The partnership agreement often determines the method. If this is lacking, it almost always leads to a dispute. We advise on a reasonable valuation method and, if necessary, engage an independent accountant.
What can I do about a 50/50 deadlock in a BV?
In the case of an equal share distribution without a deadlock provision in the shareholders' agreement, there are three routes: a negotiated buyout, dispute resolution via the Enterprise Chamber (expulsion or withdrawal), or—in cases of urgent need—summary proceedings. We assess which route is the fastest and cheapest in your situation.
Can I force my business partner to leave?
In a private limited company (BV), you can use the expulsion procedure (Article 2:336 of the Dutch Civil Code) to compel a shareholder to transfer their shares if their conduct harms the company. In a general partnership (VOF) or professional partnership, the options depend on the partnership agreement and the law. We will assess which route is possible based on your situation.
What if my business partner competes after leaving?
If there is a valid non-compete clause or non-solicitation clause, you can take legal action. Act quickly: send a formal notice of default and consider summary proceedings if the violation is demonstrable. The longer you wait, the more difficult it becomes to limit the damage.
How do I prevent a future conflict?
With a well-drafted shareholders' agreement, general partnership agreement, or cooperation agreement, you establish in advance how decisions are made in the event of disagreement, how shares or company shares are valued upon departure, and which non-compete clauses apply. We draft these or review the existing agreement.
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