General partnership (VOF)

General partnership (VOF)

A general partnership is a business structure without legal personality in which more than one individuals participate. These individuals are personally responsible for the debts of the VOF.

In a general partnership, there is a difference between the company’s assets and the personal assets of the partners. At the start of the general partnership, the company’s assets are those assets assembled by the partners (contribution). These assets can later grow by profits gained or by raising the contribution.

The company’s assets are also called the separate assets of the general partnership, that are primarily intended for business creditors. During the existence of the partnership the private creditors of the partners cannot recover from the company’s assets. However, the business creditors can recover from the private assets of the partners, if the company’s assets are insufficient.

Authority of the partners

Otherwise than in a professional partnership, where you have to receive a power of attorney from the other partners for ‘authorized representation’, each partner is entitled to act on behalf of the general partnership. However, there are three legal exceptions. You are not authorized to act if:

  • The partnership deed states that you have no representation authority;
  • The act concerned is not within the objective of the partnership;
  • This concerns an act for which you are not authorized under the agreement.

Guaranteeing continuity

If one of the business partners dies, the general partnership is terminated. You and possible other partners can only continue the company (possibly with a new partner) if special contractual arrangements have been agreed. This can be the continuation clause, the survivorship clause and the assignment clause. These can be included in the partnership agreement. It is advisable, to ensure continuity, to ask your civil-law notary for advice. Marks Wachters notarissen would be happy to work with you.

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Do you have any questions

You can always call one of our specialists during office hours if you have a question. You can reach us at our telephone number (040) 244 88 55. Of course you could also contact us by sending us a message. We are happy to help you and advise you on the best solution for your personal situation.

mr. Jaap van Zwet

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