Buying out a partner in a VOF or partnership

Buying out a partner in a VOF: no shares, different rules

In a general partnership (vennootschap onder firma) or a professional partnership (maatschap) there are no shares to buy. Here, "buying out" a partner means ending the collaboration, letting one partner continue the business, and paying the departing partner what his share in the assets is worth. That runs through termination or, in a genuine conflict, dissolution on serious grounds. And there is a risk that a private limited company does not have: joint and several liability for the debts continues.

How a partner leaves

A partner can terminate the partnership, and that is not subject to any particular form. In a case about two cameramen with a general partnership for filming darts tournaments, an email setting out two exit scenarios counted as a valid termination, even though it had only been discussed orally before (ECLI:NL:RBDHA:2017:3572). The partner who gives notice does not automatically lose the right to continue: in an agricultural partnership between former spouses it was precisely the terminating party who was allowed to continue the business, because the question of who continues is separate from who caused the ending (ECLI:NL:RBOVE:2020:4166).

If it truly deadlocks, there is dissolution on serious grounds (Section 7A:1684 DCC). A serious ground exists where, weighing all the circumstances, continuation of the collaboration can reasonably no longer be required of a partner. Disturbed relations and mutual distrust, to the point of needing lawyers at every partners' meeting, met that test (ECLI:NL:RBDHA:2023:15764). Anyone hoping to force a partner out on a constructed ground is disappointed: two restaurant partners who tried to force a third partner out immediately, through a process they internally called "frexit", were sent away because their own addendum did not provide for it (ECLI:NL:RBROT:2020:9775).

The settlement: what is your partner's share worth?

This is where it stands or falls. The starting point is the partnership agreement, and that often turns out stricter than expected. In a dental practice a goodwill claim of 147,160 euro was rejected outright, simply because the agreement nowhere mentioned goodwill (ECLI:NL:RBOVE:2023:584). In a physiotherapy practice a goodwill claim of over 91,000 euro was cut to 11,579 euro: the multiplication factor of 3.5 used in the claim had no basis in the agreement, and customary normalisation had not been agreed (ECLI:NL:GHARL:2021:9625).

Where a usable arrangement is missing, or no longer fits the business as it has grown, the court switches to the economic value. In a family meat-products business an outdated book-value clause was set aside in favour of the going-concern value under the discounted cash flow method (ECLI:NL:RBDHA:2023:15764). Such a valuation is laborious: in a logistics partnership a registered valuator assessed the total goodwill at 504,690 euro, of which the departing partner's 40% share came to 201,876 euro; after her objections to the expert's report the court raised that share to 273,055 euro, payable in five annual instalments (ECLI:NL:RBROT:2026:623). What determines the method, moreover, is not who continues but whether the business is continued: a continued business retains its future earning capacity and is settled at going-concern value, whereas on cessation only the liquidation value of the assets remains (ECLI:NL:RBNNE:2016:2267).

The liability risk: deregistering does not help

Unlike in a private limited company, the partners of a general partnership are jointly and severally liable for the debts of the partnership (Section 18 of the Commercial Code). Anyone who leaves or stays on must therefore know for which debts he can be held liable. An attempt to escape this by deregistering the partnership from the commercial register does not work. Registration is mandatory but not constitutive: a general partnership can exist without it, so deregistering does not end it. In a funeral business that deregistered while the collaboration simply continued, the court accordingly held that the deregistration was a deception of creditors and that the partnership, and with it the joint and several liability, in fact continued to exist (ECLI:NL:RBNNE:2018:1045). A buyout therefore calls for clear arrangements on who bears which debts and on indemnification.

Who may continue when no one is at fault

Often the agreement designates the departing partner as the one who caused the dissolution. But where neither is unambiguously the cause, that clause offers no solution and the court decides on a balancing of interests (Section 3:185 DCC). In a sports-centre partnership it was not the question of fault but a practical fact that was decisive: the partner who had privately bought the business premises was allowed to continue, because the other would otherwise remain dependent on his former partner as landlord; he bought out that partner's share for 68,500 euro (ECLI:NL:RBNNE:2025:3740). An underlying lease with a third party can likewise determine who can in fact continue the business (ECLI:NL:RBDHA:2022:7873).

The announced Modernisation of Partnerships Act will renew the rules, but it is not yet in force; the rules described above apply. The doctrine is set out more fully in the guide to disputes between partners.

Frequently asked questions

Can I force my partner out of the VOF?

There is no "expulsion" as with a private limited company. The partnership can, however, be dissolved on serious grounds (Section 7A:1684 DCC), after which one partner may continue and the other is bought out. Forcing a partner out one-sidedly on a constructed ground usually fails; the court examines whether there is genuinely a serious ground.

How is a departing partner's share determined?

First of all under the partnership agreement. If that is silent on goodwill, goodwill is often not compensated. Where a usable arrangement is missing, the settlement is at economic value, usually via an expert and the discounted cash flow method. Whether going-concern or liquidation value applies depends on whether the business is continued.

Do I remain liable for the debts after I leave?

For debts from the period in which you were a partner you remain, in principle, jointly and severally liable (Section 18 of the Commercial Code). Deregistration from the commercial register does not end that liability if the partnership in fact continues. So make clear arrangements on the division of debts and on indemnification when you buy out.

Cited case law

Court of appeal
- ECLI:NL:GHARL:2021:9625: contractual goodwill formula limits the compensation

District courts
- ECLI:NL:RBDHA:2023:15764: dissolution on serious grounds, economic value via discounted cash flow
- ECLI:NL:RBROT:2020:9775: failed attempt to force a partner out immediately
- ECLI:NL:RBNNE:2025:3740: who may continue, balancing of interests (Section 3:185 DCC)
- ECLI:NL:RBDHA:2022:7873: continuation determined by an underlying lease
- ECLI:NL:RBOVE:2020:4166: the terminating partner may nonetheless continue
- ECLI:NL:RBOVE:2023:584: no goodwill where the agreement does not mention it
- ECLI:NL:RBROT:2026:623: goodwill valuation via expert, payment in instalments
- ECLI:NL:RBNNE:2016:2267: going-concern versus liquidation value
- ECLI:NL:RBNNE:2018:1045: joint and several liability continues despite deregistration
- ECLI:NL:RBDHA:2017:3572: termination is not subject to any particular form

Juriaan de Vries — lawyer at Prime Law, specialised in corporate and commercial litigation. See the disclaimer.