Liability of a former partner after dissolution of a general partnership
Former partner must pay nearly €70,000 in rent arrears despite leaving the vof
Two partners operated a business in the form of a general partnership (vennootschap onder firma, vof). The vof leased business premises under a lease within the meaning of Section 7:290 DCC, at a rent of €3,556.60 per month. The lease had been extended for five years after 31 August 2022.
On 31 December 2023 the partners entered into a settlement agreement (VSO) by which they dissolved the vof. All rights, debts and obligations were to pass to a private limited company (B.V.) of the other partner. The VSO expressly stated that the parties understood that this takeover had no effect against third parties. Nevertheless, the withdrawing partner maintained that she was no longer liable after 1 January 2024. The other partner failed to perform his obligations and was declared bankrupt on 11 November 2025.
The rent arrears rose to €68,798.90. The landlord issued a writ of summons against the vof and both former partners. The withdrawing partner brought indemnification proceedings (vrijwaring) against the other.
Subdistrict court: withdrawal does not terminate the obligation
The subdistrict court held at the outset that, under Section 18 of the Dutch Commercial Code (Wetboek van Koophandel), partners are jointly and severally bound for the obligations of the vof. As a partner, the withdrawing partner had bound herself jointly and severally to pay the rent until the end of the lease. That obligation was not ended by her withdrawal.
The VSO did not alter this. The arrangements on the transfer of the business have effect only as between the partners. The landlord was not a party to the VSO. The subdistrict court considered that, in certain circumstances, awarding the claim may be unacceptable according to standards of reasonableness and fairness, but that had not been sufficiently established here. That the withdrawing partner in fact no longer had access to the leased premises and had done everything possible to reach solutions was commendable, but did not release her from her payment obligation.
In the indemnification proceedings, the other partner was ordered by default judgment to pay everything to the withdrawing partner. The subdistrict court based this on the WhatsApp messages and the VSO, which showed sufficiently that the intention was that the other partner would personally indemnify her.
What does this mean for partners who want to leave a vof?
Withdrawal from a vof ends the internal cooperation, not the external liability. A partner who withdraws remains jointly and severally liable for obligations that arose during the existence of the vof — even where the rent arrears accrue only after withdrawal. This applies in particular to fixed-term leases, where the obligation continues until the end of the term.
An internal takeover agreement offers protection only via the indirect route of indemnification. In this case that worked: the subdistrict court granted the indemnification claim. But the withdrawing partner first had to be summoned herself, incur legal costs and bear the risk that the other party would become bankrupt in the meantime — which is what happened here.
For commercial practice, this decision underlines two points. First: anyone leaving a vof would do well to involve the counterparty to ongoing agreements (landlord, supplier) in the transfer and to arrange a transfer of contract under Section 6:159 DCC. Without the creditor's cooperation, an internal arrangement has no external effect. Second: include an indemnification clause that is clear about the personal liability of the transferee, not only that of his B.V.
Frequently asked questions
Does a former partner remain liable after deregistration with the Chamber of Commerce?
Yes. Deregistration with the Chamber of Commerce is an administrative act and has no bearing on a partner's joint and several liability for obligations that arose during the vof. Only a transfer of contract with the creditor's cooperation (Section 6:159 DCC) releases the withdrawing partner.
Does an internal settlement agreement have effect against third parties?
No. An agreement between partners on the allocation of debts after dissolution of the vof has effect only as between the parties to that agreement. Third parties such as landlords or suppliers may continue to address all (former) partners.
What is the difference between withdrawal and transfer of contract?
On withdrawal, a partner leaves the vof, but existing obligations remain in place. On a transfer of contract under Section 6:159 DCC, a third party takes over the legal relationship with the cooperation of the counterparty. Only on a transfer of contract is the withdrawing partner released from the obligation.
ECLI:NL:RBNHO:2026:2600, District Court of North Holland, 18 March 2026.
Cited case law
District Courts: ECLI:NL:RBNHO:2026:2600