Starting a business together
You want to start a business with someone, who will become your business partner. You must register in the KVK Business Register and choose a legal structure, such as a general partnership, a private limited company, or a professional partnership. The main difference between these legal structures is liability.
Choose a legal structure
Choose a legal structure that suits your situation. The decision tool Choosing a legal structure can help you. The most commonly chosen legal structures when starting a business together are a general partnership (VOF), private limited company (BV), professional partnership (maatschap), or cooperative:
All partners contribute something to the general partnership (VOF). This could be money, for example, but also goods or labour. You do not need start-up capital to start a VOF.
Record agreements in a cooperation contract (VOF contract)
When you set up a VOF, it is wise to record agreements in a cooperation contract. For example, about how much money each partner contributes and how you divide the profits. This way, you and your partner(s) know where you stand. And you will not be faced with any unexpected surprises later on.
The capital of a BV is divided into shares. The shareholders own these shares. They have control over the business. This means that they have the right to make decisions about the business. The (managing) directors are responsible for the day-to-day management of the business. A private limited company may also have a board of supervisors. A board of supervisors supervises the management. In small private limited companies, the (managing) director is usually also the sole shareholder. They are the director and major shareholder (DGA).
In a professional partnership, you and a partner carry out your profession under the same business name. Each partner contributes something, such as labour, money, or goods.
Record agreements in a professional partnership agreement
A cooperation contract is not mandatory, but it is wise. In the agreement, you record agreements about your collaboration, such as how you divide the profits and who is authorised to make which decisions.
A cooperative is a special association in which you work together with others (a collective). For example, you make joint purchases or share the costs of marketing. An advantage of a cooperative is that members can take over your work. For example, if you are ill.
Legal structure determines liability
In the case of a sole proprietorship, professional partnership, or general partnership (VOF), you are personally liable for your business's debts. As a (managing) director of a legal entity with legal personality, such as a BV or cooperative, you are not personally liable in most cases. There are exceptions. For example, in the event of mismanagement.
With a sole proprietorship, professional partnership, or (VOF), you are partly or wholly personally liable. If you are married or in a registered partnership, your spouse or partner may also be financially liable. Do you have a general partnership with your spouse or partner? This is called a husband-wife firm. You are both liable with your private assets. Marrying with a prenuptial agreement does not offer protection.
Read more about which legal structure suits your partnership on the KVK website.
Tax matters
Which taxes you have to pay to the Netherlands Tax Administration and how much depends on the legal structure you choose. Read more about:
Arrange the right insurance together
Depending on the type of business, find out what insurance your business needs. Consider business liability insurance. Or professional liability insurance for doctors and architects, for example. Make agreements about this with your partner(s) and record this in the contract. The KVK Advice Team can help you with this.
Register with KVK
Register your company in the KVK Business Register together. Complete the online registration form before making an appointment. KVK will pass on your details to the Netherlands Tax Administration. You do not need to register your business separately with the Tax Administration. Once the Tax Administration has registered your business as a VAT enterprise, you will receive your VAT tax number and your VAT identification number (VAT ID).
Check your business partner
Before starting a business together, check who you are doing business with. For example, read how to check your business partner's details in the Business Register on the KVK website.