A VOF (vennootschap onder firma) is a Dutch general partnership, a CV (commanditaire vennootschap) a limited partnership and a maatschap a civil-law partnership. None has legal personality. VOF partners and a CV's managing partners are jointly and severally liable for the whole debt; a CV's silent partner only up to their contribution. No notary: the partners register with the KVK.
This guide covers the three forms in law, liability, the deed, KVK registration from abroad, cost, tax, accounts, partner changes and the reform bill; the choice among all Dutch legal forms is on the company types page. It reads the law as in force on 4 October 2026: the Commercial Code and Book 7A of the Civil Code in the versions in force from 1 July 2025.
What are a VOF, a CV and a maatschap, in English and in law?
The VOF: general partnership
The vennootschap onder firma is a maatschap formed to carry on a business under a common name (art. 16 Wetboek van Koophandel, WvK, Commercial Code). In English it is a general partnership. It is governed by the partners' agreement, by the Commercial Code and by the Civil Code (art. 15 WvK).
The CV: limited partnership
The statute calls the CV a vennootschap bij wijze van geldschieting, a partnership by way of money-lending. It has one or more partners who are jointly liable and one or more partners who only provide money, and it has no capital divided into shares. Towards the firm partners it can be a VOF while towards the money-lender it is a CV (art. 19 lid 1 to 3 WvK). In English the CV is a limited partnership; the money-lender is the limited or silent partner (commanditaire vennoot).
The maatschap: civil-law partnership
A maatschap is a contract by which two or more persons undertake to bring something into common ownership in order to share the benefit that results (art. 7A:1655 Burgerlijk Wetboek Book 7A, Civil Code). In practice it is the professional partnership. The business.gov.nl portal distinguishes a public maatschap from a silent one. Book 7A also supplies the default rules for the VOF and the CV (arts. 15 and 16 WvK). None of the three forms has legal personality today (Kamerstuk 29752 nr. 15).
Not a curriculum vitae, not a civil partnership
"CV" on this page is the limited partnership, not a curriculum vitae. "Partnership" here is a business form, not a registered civil partnership between two people (geregistreerd partnerschap). A business run by one person alone is a different legal form, covered in the sole proprietorship guide.
How do the VOF, the CV and the maatschap compare?
The three forms side by side, each cell with the article or the official page it comes from.
The three forms compared; WvK and BW Book 7A as in force from 1 July 2025.
| VOF (vennootschap onder firma) | CV (commanditaire vennootschap) | Maatschap | |
|---|---|---|---|
| English name | general partnership | limited partnership (statute: partnership by way of money-lending) | partnership; in practice the professional partnership |
| Definition | a maatschap to carry on a business under a common name (art. 16 WvK) | one or more jointly liable partners plus one or more money-lenders (art. 19 lid 1 WvK) | two or more persons bring something into common ownership to share the benefit (art. 7A:1655 BW) |
| Legal personality | no (Kamerstuk 29752 nr. 15) | no (Kamerstuk 29752 nr. 15) | no (Kamerstuk 29752 nr. 15) |
| Share capital | none prescribed | no capital divided into shares (art. 19 WvK) | none prescribed |
| Liability | every partner for the whole, jointly and severally (art. 18 WvK) | managing partners as in a VOF; silent partner up to the contribution (art. 20 lid 3 WvK) | not each for the whole; equal shares where the partner contracted or authorised (art. 7A:1679 to 1681 BW) |
| Who may act | each partner not excluded (art. 17 WvK) | managing partners only; the silent partner may not act even under a power of attorney (art. 20 lid 2 WvK) | the appointed manager, or by default each partner as if mandated (art. 7A:1673 to 1676 BW) |
| Agreement | by authentic or private deed (art. 22 WvK); business.gov.nl: "not mandatory, but it is advisable" | business.gov.nl: not mandatory | business.gov.nl: not mandatory "but it is smart to do so" |
| Notary | not required (KVK) | not required (KVK; art. 19 WvK) | not required (KVK) |
| In the Handelsregister | yes, with all partners (art. 5 Hrw 2007; art. 23 WvK) | yes; silent partners not named, KVK records their number and investment (art. 10 lid 3 sub e Hrw 2007) | yes (art. 5 sub a Hrw 2007) |
| UBO register | yes (business.gov.nl) | yes (business.gov.nl) | yes, except a silent maatschap that runs no business (business.gov.nl) |
| Corporate income tax | no (not in art. 2 lid 1 Wet Vpb 1969) | no, unless a reverse hybrid (art. 2 lid 3 and 11 Wet Vpb 1969) | no (art. 2 lid 1 Wet Vpb 1969) |
| Annual accounts filed | only if every fully liable partner is a foreign capital company (art. 2:360 lid 2 BW) | same as the VOF (art. 2:360 lid 2 BW) | no (not in art. 2:360 BW) |
The liability row is where the three forms differ most, and the next two sections take it apart; the agreement, notary and tax rows each have a section further down. The rules come from the Commercial Code for the VOF and the CV, and from Book 7A of the Civil Code for the maatschap and for every gap the agreement leaves.
Who is liable for the partnership's debts?
VOF partners
In a VOF each partner is liable for the whole of the partnership's obligations, jointly and severally (hoofdelijk verbonden, art. 18 WvK). A creditor may therefore claim the full debt from any one partner. Each partner who has not been excluded from acting may bind the firm, but acts outside the partnership's business, or outside the powers the partners agreed, are not covered (art. 17 lid 1 and 2 WvK).
CV managing partners
The managing partners of a CV are in the same position as VOF partners: jointly and severally liable for the whole debt (arts. 18 and 19 WvK).
Maatschap partners
The rule for a maatschap is different. Partners are not each liable for the whole of the partnership's debts, and one partner cannot bind the others unless they gave authority to do so (art. 7A:1679 BW). Where the others are bound, each is liable for an equal share. An act binds only the partner who performed it, unless the others authorised it or it benefited the partnership (arts. 7A:1680 and 1681 BW). The business.gov.nl summary line, that partners are "equally liable for possible debts", is looser than the statute; this guide follows the statute.
Is a CV a limited liability partnership?
No, not for the managing partner, who answers for the whole debt exactly as in a VOF. Only the silent partner's loss is capped, at the money contributed or still to be contributed (arts. 18, 19 and 20 lid 3 WvK). "Limited partnership" describes the silent partner's position, not the partnership's.
- The whole debt, jointly and severally
- Art. 18 WvK
- The same as a VOF partner: the whole debt, jointly and severally
- Arts. 18 and 19 WvK
- Up to the contribution
- The cap is lost if they manage or lend their name to the firm
- Art. 20 lid 3 and art. 21 WvK
- Not for the whole debt
- An equal share, only where they contracted or authorised
- Arts. 7A:1679 to 1681 BW
Commercial Code and Civil Code Book 7A, versions in force from 1 July 2025.
DutchRegist: The Dutch BV: Private Limited Company The Dutch private limited company, the company form with shares: what forming one involves, for founders setting it beside a partnership.
Can a CV investor stay silent, and what does that cost them?
Yes, on the conditions of art. 20 WvK. The silent partner's name may not appear in the firm name (lid 1). They may perform no act of management, not even under a power of attorney (lid 2). In return, they bear losses only up to the money they contributed or undertook to contribute (lid 3).
The price of breaking the first two rules is the cap itself. A silent partner who lends their name to the firm or acts in its management becomes jointly and severally liable for the partnership's debts (art. 21 WvK).
The silent partner also stays out of the public record. The Handelsregister (Business Register) records the members and partners of a partnership, with the exception of the commanditaire vennoten (art. 10 lid 3 sub e Handelsregisterwet 2007, Hrw 2007). According to business.gov.nl's limited partnership page, KVK records only their number and the amount they invested.
On the tax side, the same page says a limited partner is entitled only to the investment schemes: discretionary depreciation (willekeurige afschrijving) and the investment allowance (investeringsaftrek).
Do you need a notary or a written partnership agreement?
No notary for any of the three
KVK lists the VOF, the maatschap and the CV among the forms the founders register themselves (KVK, register a new business, checked on 4 October 2026), and the Commercial Code requires no notarial deed. One sentence in business.gov.nl's overview of business structures says a CV, like a BV or an NV, is set up through a civil-law notary. The statute, the KVK and business.gov.nl's own limited partnership page say otherwise; the overview line is the odd one out.
What art. 22 WvK says about the deed
The statute is stricter than the portals. A VOF must be entered into by authentic deed or by private deed, but the lack of a deed cannot be raised against third parties (art. 22 WvK). The partners may use a notary for an authentic deed if they choose. Both government portals call the agreement optional: "not mandatory, but it is advisable", says business.gov.nl of the VOF. The practical reading is this: between the partners, the deed is the rule; towards outsiders, its absence changes nothing.
What to put in the agreement
Start from what the law decides when the agreement says nothing: Book 7A of the Civil Code fills every gap, for all three forms, and the next section lists those defaults. This guide gives no template and drafts no clauses.
What does Dutch law decide when the agreement is silent?
Book 7A applies to the VOF and the CV as well as to the maatschap (art. 15 WvK), so these default rules bind all three forms wherever the partners' agreement leaves a gap.
Default rules of Book 7A BW and arts. 32 and 33 WvK (from 1 July 2025).
| Question | Default rule | Article |
|---|---|---|
| When does the partnership start? | at the agreement, unless another date is set | art. 7A:1661 BW |
| What may a partner contribute (inbreng)? | money, goods, the use of goods, labour | art. 7A:1662 lid 1 BW |
| How are profit and loss shared? | in proportion to contributions; a labour-only partner equals the partner who contributed least | art. 7A:1670 lid 1 and 2 BW |
| Can one partner take all the profit? | no: the clause is void; putting all losses on one or more partners is allowed; leaving the split to one partner or a third party is deemed unwritten | arts. 7A:1671 and 1672 BW |
| Who manages? | a manager named in the agreement may act even against the others and cannot be removed without serious reason; absent rules, the partners are deemed to have mandated each other; no change to the partnership's real estate without consent | arts. 7A:1673 to 1676 BW |
| Can a partner bring in a new partner? | not without the others' consent; a sub-participation in their own share is allowed | art. 7A:1678 BW |
| What ends the partnership? | expiry of the term; loss of the asset or completion of the undertaking; notice; death, curatorship, bankruptcy or debt rescheduling of a partner | art. 7A:1683 BW |
| Can a court end it? | yes, for serious reasons, without retroactive effect | art. 7A:1684 BW |
| Can a partner give notice at will? | a notice contrary to reasonableness and fairness is voidable; a fixed-term partnership cannot be ended by notice unless stipulated | art. 7A:1686 BW |
| Does the partnership survive a death? | only if a continuation clause (voortzettingsbeding) says so; it must then be honoured | art. 7A:1688 lid 1 BW |
| Who liquidates a VOF? | the managing partners, in the firm name, unless otherwise agreed; partners pay in if the cash does not cover due debts | arts. 32 and 33 WvK |
Take the profit rule as an example. Without an agreement, partners share profit and loss in proportion to what each brought in, and a partner who contributes only labour shares as if they had brought in as much as the partner who contributed least (art. 7A:1670 lid 1 and 2 BW). An agreement may put all the losses on one or more partners, but a clause giving all the profit to one partner is void (art. 7A:1671 BW).
Planning a VOF or CV with partners abroad? We prepare the KVK registration file and the forms for the partners.
How do you register a partnership with the KVK from abroad?
The entry in the Handelsregister is the registration itself; the register's general workings are covered under the Dutch Chamber of Commerce registration. KVK runs two routes for a VOF, depending on who the partners are, and both need a Dutch visiting address. KVK form 2 covers the VOF and the CV.
Route 1: at least one partner is a natural person
Agree the partnership
For a VOF the statute asks for a deed, authentic or private (art. 22 WvK).
Get a BSN and DigiD
A non-Dutch partner without a BSN registers in the RNI (Registratie Niet-ingezetenen, Non-Residents Records Database), receives a BSN immediately according to KVK, then applies for DigiD (no official activation time is published).
Secure a Dutch visiting address
KVK asks for a rental, purchase, service, lease or usage agreement signed by both parties.
Prepare online and book
One partner prepares the registration online with DigiD (the form is in Dutch only; KVK form 2 is the English aid) and books an appointment at any KVK office, up to 8 weeks ahead (KVK, registering a VOF, checked on 4 October 2026).
Attend the appointment
Every natural-person partner attends with valid ID. KVK records the UBOs, without which it cannot register the business, charges the fee (EUR 85.15 in 2026) and issues the KVK number on the spot. A pre-check is possible up to 3 months before the start.
Wait for the tax letter
KVK passes the details to the Belastingdienst (Netherlands Tax Administration), which writes within 2 weeks of the start date; there is no separate tax registration.
Route 2: all partners are organisations
Where every partner is a company, for example two BVs, or a foreign company and a BV, registration goes by post, with no visit (KVK, registering a VOF with non-natural persons, checked on 4 October 2026).
Route 2, all partners organisations; KVK, checked on 4 October 2026.
| Step | Who | What | Timing |
|---|---|---|---|
| 1 | the partner companies | the partnership agreement (for a VOF, a deed under art. 22 WvK) | not regulated |
| 2 | the partner companies' directors | KVK forms 2 (VOF or CV), 10 (one per partner) and 32 (UBO) | none |
| 3 | KVK | forms received by post, no visit; confirmation and fee invoice sent by post to the VOF's visiting address; proof of activity needed if the start date lies more than 2 months back | registration possible from one week before a future start date; no official processing time is published |
Statutory window: one week before to one week after the start of business (art. 20 lid 1 Hrw 2007)
What KVK asks a business owner living abroad
KVK publishes this list for a business owner living abroad, on its page for partnerships of organisations; it does not say whether each natural-person VOF partner must supply the extract.
- A valid ID.
- An original extract from the foreign population register, no more than 2 months old.
- The extract in Dutch, English, French or German, or with a sworn translation, and legalised if the address is outside the EU.
- The agreement for the Dutch visiting address, signed by both parties.
DutchRegist: UBO Register in the Netherlands A VOF, a CV and a maatschap register their ultimate beneficial owners; a silent maatschap that runs no business does not.
A founder who wants to form a VOF, CV or maatschap can send the enquiry through our company registration netherlands page.
What does registration cost, and what are the deadlines?
Cost and deadlines of KVK registration, 2026 fee and Hrw 2007 deadlines.
| Item | Rule | Legal basis |
|---|---|---|
| KVK registration fee (2026) | EUR 85.15, one-off, the same for every legal form | art. 5 Financiële regeling handelsregister 2019, version in force from 1 July 2026 |
| Notary fee | none legally required | KVK |
| First registration | within a window from one week before to one week after the start of business | art. 20 lid 1 Hrw 2007 |
| Every later change | within one week | art. 20 lid 2 Hrw 2007 |
| Failing to register | an offence | art. 47 Hrw 2007 |
| KVK number | issued at the appointment | KVK |
By law the only cost of registration is the state's fee: EUR 85.15 in 2026, one-off, set in art. 5 of the Financiële regeling handelsregister 2019 and confirmed on KVK's registration fee page. No notary fee is legally required.
The timing is fixed by the Hrw 2007: the first registration falls within a two-week window that opens one week before and closes one week after the start of business (art. 20 lid 1), and every later change is filed within one week (art. 20 lid 2). Breaching a registration duty is an offence (art. 47).
Failing to register also weakens the VOF's position towards outsiders. Until a VOF is registered, third parties may treat it as general, for an indefinite term, with every partner authorised to act for it (art. 29 WvK).
How is a Dutch partnership taxed?
The partnership's tax position; Wet Vpb 1969 as in force from 1 January 2026.
| Point | Fact | Source |
|---|---|---|
| Corporate income tax | the VOF, the CV and the maatschap are not among the resident corporate taxpayers | art. 2 lid 1 Wet Vpb 1969 |
| Partners | each partner pays income tax on their share of the remuneration or profit; likewise the CV's managing partners and the partners of a maatschap | business.gov.nl, VOF, CV and maatschap pages |
| Silent partner | investment schemes only: willekeurige afschrijving (discretionary depreciation) and investeringsaftrek (investment allowance) | business.gov.nl, CV page |
| VAT | the partnership itself is the VAT entrepreneur | business.gov.nl, CV and VOF pages |
| Belastingdienst portal | the partnership logs in with eHerkenning, not DigiD | Belastingdienst |
A Dutch partnership does not pay corporate income tax: the VOF, the CV and the maatschap are not on the list of resident corporate taxpayers in art. 2 lid 1 of the Wet op de vennootschapsbelasting 1969 (Wet Vpb, Corporate Income Tax Act), as in force from 1 January 2026. The profit is taxed with the partners instead. business.gov.nl says it in one line for the VOF: "Each partner pays income tax on their share of the remuneration or profit." The same applies to the managing partners of a CV and to the partners of a maatschap.
For VAT the position is reversed: the partnership itself is the VAT entrepreneur, and it logs in to the Belastingdienst's business portal with eHerkenning, not with a partner's DigiD.
How a corporate partner, or a partner living outside the Netherlands, is taxed on its share is a separate question for tax advice, not answered here.
Does the Dutch CV/BV structure still work?
The statute in force on 1 January 2026 answers it with one test. A Dutch partnership can itself be a corporate taxpayer as a reverse hybrid entity (omgekeerd hybride lichaam, art. 2 lid 3 Wet Vpb 1969). That is the case where at least 50% of the votes, the capital or the profit rights are held by related bodies established in a state that treats the partnership as a taxpayer, while Dutch law attributes its profit to those holders (art. 2 lid 11). Regulated investment funds are excluded (art. 2 lid 12).
For a CV/BV structure, then, the question is who holds the partnership and how their state classifies it; if the test is met, the CV pays Dutch corporate income tax itself. This guide gives the rule in force, not its history.
Does a partnership have to file annual accounts?
Only in one case. Title 9 of Book 2 of the Civil Code, on annual accounts, applies to a VOF or a CV only when every partner who is fully liable to creditors is a capital company under foreign law (art. 2:360 lid 2 BW Book 2). A VOF of two foreign natural persons therefore files nothing under Title 9, and the maatschap is not named in art. 2:360 at all.
business.gov.nl words the test more loosely (all managing partners foreign); this guide follows the narrower statute.
What happens when a partner joins, leaves, dies or goes bankrupt?
Under Book 7A the partnership ends on any of these events (art. 7A:1683 BW):
- The agreed term expires.
- The asset is lost or the undertaking is completed.
- A partner gives notice.
- A partner dies.
- A partner is placed under curatorship.
- A partner goes bankrupt or enters debt rescheduling.
The partnership carries on only if the agreement contains a continuation clause (voortzettingsbeding), which must then be honoured (art. 7A:1688 lid 1 BW). A court can dissolve a partnership for serious reasons, without retroactive effect (art. 7A:1684). A notice contrary to reasonableness and fairness is voidable, and a fixed-term partnership cannot be ended by notice unless that was stipulated (art. 7A:1686). No new partner joins without the others' consent (art. 7A:1678).
According to business.gov.nl, a partner who joins later is liable for the partnership's earlier debts, and a partner who leaves stays liable for debts incurred while a partner, and for new debts until they are deregistered from the register.
When a VOF ends, the managing partners liquidate it in the firm name unless otherwise agreed, and the partners pay in if the cash does not cover the due debts (arts. 32 and 33 WvK). Changes that concern third parties are registered (arts. 31 to 34 WvK) and filed with the KVK within one week (art. 20 lid 2 Hrw 2007).
Are the Dutch partnership rules changing?
A reform is planned, but it is not law. The government set out the wetsvoorstel modernisering personenvennootschappen (bill modernising partnerships) in a letter of 27 June 2022 (Kamerstuk 29752 nr. 15). KVK's page, edited on 26 May 2026, says: "The law is still in preparation and its effective date is not yet known." Both chambers of parliament must still approve it (KVK, rules for VOF, CV and maatschap change, checked on 4 October 2026). Until then, WvK arts. 15 to 34 and BW Book 7A arts. 1655 to 1688 apply.
What the bill would change, according to KVK:
- The bill proposes to replace the VOF and the maatschap with the openbare vennootschap (OV, public partnership).
- The bill proposes legal personality for the OV and the CV.
- The bill proposes that partners are jointly and severally liable after the company.
- The bill proposes to cap a partner's liability after leaving at 5 years.
- The bill proposes that an incoming partner is not liable for claims already due.
- The bill proposes that a silent partner may act under a power of attorney without becoming jointly liable.
- The bill proposes 3 months to continue the business when one partner remains.
- The bill proposes no filing of financial statements.
The law today against the reform bill (KVK, 26 May 2026); the bill is not law.
| Topic | The law today | The bill proposes (not law) |
|---|---|---|
| Legal personality | none for the VOF, the CV or the maatschap (Kamerstuk 29752 nr. 15) | legal personality for the OV and the CV |
| Partners' liability | VOF partners and CV managing partners jointly and severally liable for the whole (art. 18 WvK) | partners jointly and severally liable after the company |
| Silent partner acting under a power of attorney | not allowed; doing so makes them jointly and severally liable (arts. 20 lid 2 and 21 WvK) | allowed without joint liability |
| Liability after leaving | for debts incurred while a partner, and for new debts until deregistered (business.gov.nl) | capped at 5 years |
From our practice
Joost van Leeuwen, Company formation and company law lead, eleven years on Dutch company files, prepares the KVK forms and the registration file for partnerships. The question founders abroad ask first is whether they need a notary. For a VOF, CV or maatschap they do not, but every natural-person partner attends the KVK appointment, so the file is planned around that visit.
Reviewed by Ilse Brouwer, Tax, VAT and licensing lead, on 4 October 2026.
Sources
- Wetboek van Koophandel (Commercial Code), arts. 15 to 34, wetten.overheid.nl, version in force from 1 July 2025, checked on 4 October 2026
- Burgerlijk Wetboek Book 7A (Civil Code), Ninth Title Van maatschap, arts. 7A:1655 to 1688, wetten.overheid.nl, version in force from 1 July 2025, checked on 4 October 2026
- Handelsregisterwet 2007 (Business Register Act), arts. 5, 10, 20 and 47, wetten.overheid.nl, version in force from 16 July 2025
- Financiële regeling handelsregister 2019, art. 5, wetten.overheid.nl, version in force from 1 July 2026
- Wet op de vennootschapsbelasting 1969 (Corporate Income Tax Act), art. 2, wetten.overheid.nl, version in force from 1 January 2026
- Burgerlijk Wetboek Book 2 (Civil Code), art. 2:360, wetten.overheid.nl
- Kamerstuk 29752 nr. 15, letter of 27 June 2022 on the wetsvoorstel modernisering personenvennootschappen, officielebekendmakingen.nl
- KVK, Register a new business, checked on 4 October 2026
- KVK, Registering and making an appointment for a VOF, checked on 4 October 2026
- KVK, Registering a VOF with non-natural persons, checked on 4 October 2026
- KVK, Rules for VOF, CV and maatschap change, page edited 26 May 2026, checked on 4 October 2026
- KVK, Registration fee: https://www.kvk.nl/en/registration/registration-fee/
- business.gov.nl, General partnership: https://business.gov.nl/running-your-business/legal-forms-and-governance/general-partnership/
- business.gov.nl, Limited partnership: https://business.gov.nl/running-your-business/legal-forms-and-governance/limited-partnership/
- business.gov.nl, Professional partnership: https://business.gov.nl/running-your-business/legal-forms-and-governance/professional-partnership/
- business.gov.nl, Business structures in the Netherlands, overview (the sentence on a notary for a CV, not followed): https://business.gov.nl/running-your-business/legal-forms-and-governance/business-structures-in-the-netherlands-overview/
- business.gov.nl, UBO register (ultimate beneficial owner): https://business.gov.nl/regulations/ubo-register-ultimate-beneficial-owner/
- Belastingdienst, Buitenlands rekeningnummer doorgeven of wijzigen (logging in with eHerkenning): https://www.belastingdienst.nl/wps/wcm/connect/nl/betalenenontvangen/content/buitenlands-rekeningnummer-doorgeven-of-wijzigen
Related service
company registration netherlands The formation page takes the enquiry for a VOF, CV or maatschap: tell us who the partners are and where they live, and we set out the KVK route that applies.