Ending your commercial partnership (vof)

This information is provided by

Netherlands Chamber of Commerce, KVK

If you decide to end your commercial partnership, you must notify the Netherlands Chamber of Commerce KVK. First, you must dissolve the partnership. You will also have to settle with the Dutch Tax and Customs Administration. Keep your administration for at least 7 years. Read this checklist to find out how to end your commercial partnership.

Good to know

The abbreviation vof stands for the Dutch legal structure vennootschap onder firma. In English, this is called a general partnership or a commercial partnership.

1. Check the agreements with your partners

Have you and your partners made oral or written agreements? If you have a partnership agreement, this includes agreements on the distribution of profits and liability for losses and debts when the vof is dissolved. Partners will need to pay part of the debts and may get their share back in cash or in kind (such as products).

Arrangements about disputes

The partnership agreement often states how you deal with disputes between you and your partners. If you have not made any agreements with your partners on this, you can still do so. For example, by asking for advice from an expert, such as an accountant.

2. Dissolving the vof

In order to cancel your partnership, you must dissolve it. There is no notice period. It is wise, however, to lay down the conditions of the dissolution in a contract and to have it signed by all partners.

Dissolving a vof with outstanding debts

Are you forced to end your commercial partnership because your company is in debt? Investigate whether you qualify for debt restructuring. For temporary debts, you can first request a postponement (suspension of payment).

3. Check the financial consequences

When you end your commercial partnership, you and your partners draw up a final balance (or have it drawn up). This is a final overview of the assets of your vof. The capital must be settled (vereffening) and divided.

Also pay attention to the following points:

Transfer the stocks and assets in your commercial partnership

All stocks and company assets will be transferred to the private assets of the partners when the vof is ended. This also applies to company cars. If you have deducted VAT when purchasing these assets, you must now pay VAT on them. The amount of VAT is based on the value of the goods at the time you are starting to use them privately. It is part of the final VAT return (see step 6).

Check which financiers you have to repay

Does your commercial partnership have loans? Check what the agreements are. If you cannot fulfil your obligations, then contact the financier and try to find a solution.

Check which lease agreements you have

Do you have lease agreements? For example for a lease car? Check the duration of the contract. Contact the leasing company (lessor) to find out what the options are.

See if you are eligible for benefits

If you were born before 1960 and you own a business which is no longer viable, you can apply for a benefit via the Decree on Social Assistance to the Self-Employed (Besluit bijstandverlening zelfstandigen, Bbz). With the help of the Bbz you can receive benefits in addition to your income up to the level of a social welfare benefit. Please note: you must have spent at least 1225 hours per year on your vof. If you were born after 1960, the benefit applies until the commercial partnership ends. You can apply for the Bbz benefit at the social services of the municipality where you live.

Are you aged between 55 and the state pension age? Then you may be eligible for the Older and Partially Disabled Self-Employed Income Support (IOAZ). With the IOAZ benefit, your income will be supplemented up to social welfare level. You must be able to demonstrate that you have too little income to live on. Apply for the IOAZ benefit at the municipality where you live.

Apply before deregistering from KVK

Please note: you must submit the application for Bbz and the IOAZ benefit before you deregister your commercial partnership with KVK.

4. Inform your staff and customers

Do you have staff? Tell them in time that you are going to end your business. This way your staff can look for different work in the meantime.
Also check which contracts or agreements you have with customers and suppliers. Do this before you tell them you are ending your business.

5. Dismissing staff

There are rules that you must adhere to if you employ staff. If you need to dismiss staff, you must apply for a dismissal permit. You must also lay down agreements in a social plan, such as a transition payment and job counseling. Also notify the Dutch tax authorities of the dismissal.

6. Deregister your commercial partnership from the Commercial Register

Deregister your vof from the Dutch Commercial Register. To deregister your commercial partnership, you must first dissolve it (see step 2). The Netherlands Chamber of Commerce KVK informs the Dutch Tax and Customs Administration about the termination. You will receive a letter from the Dutch tax authorities about the consequences for income tax and VAT. Do you want to apply for a benefit? Do this before deregistering (see step 3).

7. Submit your final VAT return

After the Dutch Tax and Customs Administration has been informed that your commercial partnership has been deregistered, all partners will receive a letter stating that you must submit a final VAT return.

8. Pay income tax

The Dutch Tax and Customs Administration will send you a letter confirming the deregistration from the Commercial Register and the tax settlement. Each partner must file a final income tax return.

9. Check what to cancel

Make sure you cancel contracts and insurance policies of your vof. For instance:

Canceling your business bank account

Before you close your business bank account, take care of the following:

  • Download all bank statements and/or the annual financial statement.
  • Stop current debit agreements and periodic transfers.
  • Cancel linked credit cards and insurance.
  • Do you have a G-account? Contact the Dutch tax authorities to cancel it.

Ask your bank about the procedure for canceling a business bank account.

10. Keep your records

After ending your commercial partnership, you must keep business records for at least 7 years. You may also scan the records to keep them digitally.

Questions relating to this article?

Please contact the Netherlands Chamber of Commerce, KVK

This information is provided by

Netherlands Chamber of Commerce, KVK