As in the case of a complementary company, there is a limited partnership on the basis of a (formless) agreement between the partners, which is why we refer to the above on general commercial companies. One difference is that the contract should organize the distribution of profits between the complements and the sponsors and issues such as the resignation of both types of partners. Finally, the Maatschap is treated for (corporate/personal income tax) purposes like the general trading company, which means that the Maatschap itself is not subject to income tax, but its members are. Maten – Natural persons are usually taxed as entrepreneurs for their Maatschap income and may, as such, be entitled to different tax allowances (see section one-man business). The General Partnership is one of the simplest forms of business for foreign investors who want to set up a small or medium-sized enterprise in the Netherlands. Since a trading company is not a legal corporate identity, the partners are personally liable for the debt. However, it is possible that new partners will enter into agreements with existing partners on how existing VOF debt will be distributed. The partners who leave the trading company are jointly and severally liable for any debt contracted until withdrawal. The VOF is extinguished when a partner leaves the social contract or dies. However, it is possible to introduce a survival or takeover clause in the VOF contract, which allows the remaining partners to continue the activity, for example. B by looking for a new partner or continuing as a sole proprietorship (eenmanszaak).
For the purposes of Dutch income tax, the trading company is transparent. This means that it is not the partnership that is subject to income tax, but its partners, whereas each BV partner is subject to Dutch corporation tax and a natural partner person is subject to income tax. If the partner or natural person is to be considered an entrepreneur, he may be entitled to tax allowances, just like the entrepreneur of a single man (see above). This last point also applies to the general trading company between a husband and his wife or registered partner (in Dutch man-vrouw firma), which means that each of them must perform tasks that are not related to the tasks of the other partner. . . .