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Autonomy and partnership in one
If you're looking to work as a self-employed individual alongside other professionals, e.g. dentists, architects, physiotherapists, farmers or lawyers, one option may be to create a legal entity in the form of a 'professional partnership', or in Dutch a maatschap. In a maatschap, you practise your profession alongside your partners under a shared name.
Characteristics of a maatschap:
- Partners work on a more or less equal standing.
- Each partner brings equity to the maatschap, e.g. labour, cash or goods.
- A maatschap is based on financial gain, shared accordingly by the partners.
Changes in the partnership structure
From 1 January 2021, the differences between general and professional partnerships will most likely cease to exist. This has implications mostly for matters of liability for company debts, responsibility for specific contracts, and the division of profit. However, the new legislation still has to pass through the houses of parliament before it becomes official.
The partnership contract
It's not mandatory to draft a partnership agreement when setting up a partnership, but it's often sensible to do so if you need to put your agreements in writing. A contract also serves as an article of evidence for business relations or the Belastingdienst. For example, a maatschap contract might include arrangements about:
- Who the partners are and the equity they each bring into the company, e.g. cash, labour, equipment, etc.
- How profits are shared. This is based on the equity brought into the maatschap unless otherwise specified. It is not permitted for partners to agree that one partner (maat) receives all the profit.
- Who is authorised to do what. Each partner is permitted to perform any act of management as part of day-to-day operations. Other acts, e.g. buying expensive equipment, should be agreed jointly by all the partners. You can specify individual powers in the partnership contract (maatschapscontract).
Listing your partnership in the Commercial Register
Generally speaking, you'll have to list your partnership in the Commercial Register. It's not possible to register a non-trading 'undisclosed partnership' (stille maatschap zonder onderneming).
UBO registerParliament is currently discussing the implementation of a UBO register for Dutch businesses in 2020. If it is accepted, professional partnerships that are registered in the Dutch Commercial Register will have to include their 'ultimate beneficial owner(s)' or UBOs in this UBO register. This is one of the measures taken in accordance with the Prevention of Money Laundering and Terrorism Financing Act (Wet ter voorkoming van witwassen en het financieren van terrorisme, Wwft). Persons who have more than 25% of the company shares, more than 25% of the voting rights, and/or have the ultimate say in company matters are considered UBOs. Inclusion in the UBO register can be arranged via the website of the Netherlands Chamber of Commerce KVK. Companies that were already registered in the Commercial Register will have a year and a half to register their UBOs. See for more information (in Dutch) Rijksoverheid.nl.
A professional partnership is not a legal corporate entity. Therefore, the partners are personally liable for the partnership's debts. But, contrary to other partnerships, you are only allowed to make commitments on your own behalf in a professional partnership. Only in the following instances are your partners partially liable:
- The partners have issued one another power of attorney as specified in a partnership contract.
- The partners decide to act jointly or make a joint purchase, e.g. hiring a receptionist or renting a practice.
Partners are then personally liable for the maatschap's debts. Creditors can only make a claim on partners for equal shares and have no priority over private creditors. However, other partners are not liable if a partner acts without authorisation.
In most cases, the Tax and Customs Administration (Belastingdienst) will regard you as a self-employed person, and therefore you'll be entitled to certain tax benefits.
As a partner, you're not an employee. This means you won't be covered under any employee insurance schemes. You will however be entitled to an old-age pension on reaching retirement age (67). This pension is a minimum income, which you'll have to supplement yourself. Start as soon as possible to keep your contributions affordable.
Because you're not an employee, you're not entitled to any of the benefits available to regular employees, such as sickness, unemployment or disability benefit (ziektewet, WW and WIA respectively). It's up to you to take out disability insurance as soon as you start your business.
Health insurance is mandatory and basic cover is sufficient. You'll pay a premium to your health insurance company and a contribution as part of your tax return.
A maatschap is also a suitable legal form for spouses or life partners to work together. It's even possible to structure profit sharing between partners in order to maximise your tax benefits (subject to other income and deductible items). This should however be commensurate with the work performed. For example, it's not possible to share profits 50/50 if one partner performs 90% of all the work.
Dissolving a partnership
The maatschap ceases to exist if a partner leaves the partnership or dies. However, it is possible to include a survivorship or takeover clause in the partnership contract, so that the remaining partners can continue running the business, e.g. with a new partner.
The partnership is dissolved once it ceases to exist and is liquidated along the same lines as a general partnership.
Statistics: profesional partnerships
Number of professional partnerships