Professional partnership (maatschap)

A professional partnership or maatschap is a business in which at least 2 individuals collaborate. Each participant is a co-owner, also known as a partner. Partners engage in professional activities, such as dentistry, physiotherapy, or law.

Each partner contributes something, whether it's money, goods, or labor. No initial capital is required. The partnership is not a legal entity; therefore, partners are personally liable for any potential debts of the business. Everyone is liable for an equal share.

Registration

When starting a partnership, all partners register with the Chamber of Commerce in the Trade Register. The registration fee is €80.10. The Chamber of Commerce records all basic information about your business, such as its name, activities, and the names of the partners. You can prepare your registration online.

At the establishment, you also register the ultimate beneficial owners (UBOs) of your partnership. UBOs are individuals who have more than 25% ownership interest.

Partnership agreement

While not mandatory, it's advisable to have a partnership agreement. This agreement documents the terms of your collaboration. A partnership agreement typically includes:
  • Identification of the partners and their contributions, such as money and labor.
  • How profits are divided. By default, profits are divided based on contributions, unless specified otherwise. You cannot agree for one partner to receive all the profit.
  • Distribution of authorities. Each partner can act independently, such as purchasing office supplies. However, major decisions, like significant purchases or hiring staff, require joint agreement.
You can draft a partnership agreement yourself or through a lawyer or notary. The purpose of the partnership and the partners' authorities are recorded by the Chamber of Commerce. The cost of drafting a partnership agreement through a notary or lawyer varies, typically ranging from €200 to €400.

Administration

You are legally obligated to maintain proper records. You can outsource this to an accountant. The average prices for this service range from €500 to €1,000 per year.

Paying taxes

Each partner pays income tax on their share of the income or profit. If the Tax Authorities consider you an entrepreneur for income tax purposes, you are entitled to the SME profit exemption. Additionally, if you meet the hourly criterion, you are entitled to more tax benefits, such as self-employment deduction and fiscal retirement reserve. Starters also have the right to start-up deduction for the first 3 years.

The partnership pays VAT.

Profit distribution

You can distribute profit in two ways:
  • According to legal regulations, proportional to each partner's contribution.
  • By agreement, as specified in the partnership agreement. However, profits cannot solely go to one partner; you can agree that losses go to one partner.

Liability

The partnership is not a legal entity, meaning partners are responsible for their own actions and financially liable, including for any debts.

Signing authority

In a partnership, you only commit yourself. You cannot sign contracts or perform legal acts for the entire partnership, such as updating the Trade Register.

If you want a partner to have more authority in certain cases, you can specify this in a partnership agreement in the form of a power of attorney. This power of attorney is registered in the Trade Register.

Employees

You can hire employees. You must pay wage taxes and social premiums. When hiring an employee for the first time, you must register as an employer with the Dutch Tax Office and inform the Chamber of Commerce.

Social security

As a partner, you pay contributions for national insurance. You are entitled to state pension (AOW) when you reach retirement age. You can arrange additional pension yourself.

You are not entitled to sickness benefits, unemployment benefits, or disability benefits. Therefore, it's advisable to take out disability insurance. If you are pregnant, you are entitled to a minimum of 16 weeks of maternity leave, which you can apply for with the Employee Insurance Agency (UWV).

Depending on your business, it may be wise to take out additional insurance.

Closing down

When a partner leaves or dies, the partnership is dissolved. If you want the partnership to continue after a partner leaves, you can arrange this in the partnership agreement with a continuity clause or a buy-sell agreement. This means that the remaining partners take over the departing partner's contribution. The partnership can continue with a new partner or as a sole proprietorship. The agreement specifies each partner's entitlements and how the business is divided.

If the partnership completely dissolves, you must liquidate the business. All partners must resign. After resignation, the partners distribute and settle the assets. This means paying off debts and receiving their share in cash or in kind, such as products. You can specify the method in the partnership agreement.

Notify changes in your partnership to the Chamber of Commerce and the Tax Authorities.

Dissolving your business can affect your bank account, financing, insurance, pension fund, and municipal permits. For example, you may no longer have access to your business bank account.

Change of legal form

You can convert a partnership into a private limited company (BV). One of the differences is that the BV becomes responsible for the business, including finances and debts. There are various ways to convert a partnership into a BV, similar to converting a sole proprietorship into a BV. You must distribute the shares in the BV the same way the assets in the partnership were divided.

Partnership between spouses

Partnerships are suitable for spouses or partners. If the Tax Authorities recognize both partners as independent entrepreneurs, this yields double tax benefits. However, the profit distribution must be proportionate to the work done. For example, if one partner does 90% of the work, the profit distribution cannot be 50/50.

Joining a partnership

You can join an existing partnership as a new partner. This may happen if the existing partnership wants to expand, if a partner leaves, or if you plan to take over the business eventually. The joining fee mainly consists of goodwill.