Withdrawal from a general partnership (VOF) is a drastic step for many entrepreneurs. A general partnership is based on cooperation and trust. When that trust disappears and your partner refuses to cooperate on a solution, the situation can quickly reach a deadlock. Many entrepreneurs then wonder: can I withdraw from a general partnership (VOF) without my partner's consent?
In this article, we explain when you can withdraw from a general partnership (VOF), what risks are involved, and how you can protect your position legally.
What is a general partnership (VOF) and why is withdrawal complex?
A general partnership (VOF) is a form of cooperation in which two or more partners jointly operate a business. Unlike a private limited company (BV), partners are personally liable for the debts of the business.
It is precisely this personal liability that makes withdrawal from a general partnership (VOF) legally and financially complex. A wrong step can result in you remaining liable even after your departure.
When does the desire to withdraw from a general partnership (VOF) arise?
The desire to withdraw from a general partnership (VOF) usually arises from structural problems, such as:
- a conflict with your partner;
- agreements are not being honoured;
- unequal effort or involvement;
- financial uncertainty or distrust;
- personal tensions affecting the business.
In many cases, one partner wants to stop while the other partner wants to continue the cooperation or refuses any form of collaboration.
What do the contract and the arrangements say?
When withdrawing from a general partnership (VOF), it is essential to first examine the partnership agreement.
This often contains provisions regarding:
- withdrawal of a partner;
- notice periods;
- valuation of the partner's share;
- settlement of assets and debts;
- continuation of the business.
If a clear arrangement is lacking, the law still provides options, but this often leads to disputes and legal proceedings.
Withdrawal from a general partnership (VOF) without consent: is that possible?
Yes, withdrawal from a general partnership (VOF) without your partner's consent is possible in certain situations. This is for example possible when:
- the cooperation has been permanently disrupted;
- your partner structurally fails to honour agreements;
- continuing the cooperation can no longer reasonably be expected of you.
However, withdrawal without proper preparation carries risks. A careless withdrawal can lead to liability or damage claims.
Difference between withdrawal and dissolution of the general partnership (VOF)
It is important to distinguish between:
- withdrawal of one partner (the general partnership (VOF) can continue to exist);
- dissolution of the general partnership (VOF) (the cooperation ends entirely).
Which route is appropriate depends on the agreements, the scope of the conflict, and the interests of the parties involved.
Personal liability upon withdrawal
An important point of attention when withdrawing from a general partnership (VOF) is personal liability.
Even after withdrawal, you may remain liable for debts incurred during your participation in the general partnership (VOF). Therefore, it is crucial to:
- properly document the withdrawal;
- inform creditors;
- make proper arrangements regarding settlement.
What if your partner obstructs?
In practice, we regularly see that a partner:
- refuses to cooperate with the withdrawal;
- withholds information;
- blocks financial settlement;
- threatens with claims.
In such situations, legal assistance may be necessary to safeguard your rights and enforce a solution.
International aspects
When a partner lives abroad or the general partnership (VOF) operates internationally, withdrawal from a general partnership (VOF) can become extra complex. Questions about applicable law and the competent court then play a role.
General information about cooperating as an entrepreneur can be found at the Chamber of Commerce.
Common mistakes when withdrawing from a general partnership (VOF)
- leaving hastily without legal advice;
- not taking liability into account;
- verbal agreements without documentation;
- letting emotions take over;
- litigating without a strategy.
What can Arslan Advocaten do for you?
Arslan Advocaten assists entrepreneurs with withdrawal from a general partnership (VOF) and disputes between partners. We analyse your position, advise on the best course of action, and guide negotiations or legal proceedings.
Read more about our expertise in business law, about terminating a general partnership (VOF), and in cases of disputes with business partners.
Costs and litigation funding in general partnership (VOF) disputes
In disputes regarding withdrawal from a general partnership (VOF), we do not, in principle, work on a no cure no pay basis. These cases require a careful legal and strategic approach.
However, this does not mean you have to bear these costs yourself. In many general partnership (VOF) disputes, it is possible to use litigation funding.
We work together with an independent litigation funder who – after a substantive assessment – can decide to pay all litigation costs, including:
- legal fees;
- court fees;
- expert costs;
- costs on appeal.
If litigation funding is granted, you as a client pay nothing on balance. The litigation funder bears the full financial risk.
The litigation funder only receives a fee upon success. For you, this means that litigation is possible without financial risk.
About the author
This article was written by Onur Arslan, lawyer and founder of Arslan Advocaten. He specialises in business disputes, including conflicts within general partnership (VOF) structures.
Would you like to discuss whether you can withdraw from your general partnership (VOF)?