Partner liability in your business

Liability depends on legal structure

Your partner's liability depends on your legal business structure. There are legal structures with and without legal personality.

Legal structures with legal personality (legal entities)

In this case, you and your partner are not personally liable for business debts.

• besloten vennootschap bv (private limited company)
• naamloze vennootschap (public limited company)
• coöperatie (cooperative) or onderlinge waarborgmaatschappij (mutual insurance society)
• stichting (foundation)
• vereniging (association)

There are exceptions. For example, if you mismanage the company and this can be proven, you are personally liable.

Legal structures without legal personality

Here there is no distinction between your private and business assets. Debtors can make a claim on your private assets if you fail to pay business debts. And on your partner's private assets, unless you have made arrangements to prevent it.

• eenmanszaak (sole proprietorship)
• maatschap (professional partnership)
• commanditaire vennootschap (limited partnership)
• vennootschap onder firma, vof (general partnership)

Liability depends on marital status

There are 3 ways to legalise your relationship. Your partner's liability depends on your marital status.

Cohabitation contract

Do you live together? Your assets and debts are separated. You can choose to share both, as long as your business is doing well. And if your business goes downhill, you can decide to keep your assets separate.

Marriage or registered partnership with community of property

If you marry or register your partnership with community of property, you share everything. That means that your partner's assets can be claimed. Is your business performing very poorly? You risk losing not only your business, but also your and your partner's private assets.

Marriage or registered partnership with a prenuptial agreement or partnership contract

You can safeguard your partner from personal liability for business debts in your prenuptial agreement or partnership contract. These arrangements are registered in the court huwelijksgoederenregister (matrimonial property register). This register is public.

From community of property to a prenuptial agreement

You are married, or have a registered partnership with community of property. Then you decide to start a business. You can still draw up a prenuptial agreement or partnership contract. To do so, you enlist the services of a notary. The notary draws up a deed for the prenuptial agreement or partnership contract and a deed of distribution. That way, it is clear which possessions and debts belong to which partner.

From a prenuptial agreement to community of property

If you sell or end your business or retire, it may be a good idea to change your prenuptial agreement or partnership contract into community of property. That way, your heirs will pay less inheritance tax if you pass away.