Working together in a VOF (partnership)
How a Dutch VOF works: shared profit, tax treatment, liability, partnership agreements, and when to form one with a co-worker.
Teaming up with another freelancer to share the work, clients, or risk is appealing—but it has tax and legal implications that matter. A VOF (vennootschap onder firma, a general partnership) is the simplest legal structure for two or more self-employed people to work together. This guide explains how it works, what it costs, and whether it's right for you.
What is a VOF?
A VOF is a legal partnership formed by two or more independent contractors (zzp'ers or sole proprietors). It's not a separate company like a BV; instead, each partner is personally liable for the whole business, and the partnership itself has no legal personality.
In English, it's closest to a "general partnership" or "unlimited partnership."
Key feature: A VOF is transparent for tax purposes. The partnership itself doesn't pay tax; instead, each partner pays income tax on their share of the partnership profit. It's simple and common for freelancers working together.
The tax setup: how profit is split
Here's how a typical VOF works for tax and finance:
- The partnership earns revenue from clients.
- Costs are paid jointly (office rent, software, shared tools, etc.).
- At year-end, profit is calculated: revenue minus all joint costs.
- Profit is split between partners, usually 50/50 (but any split is possible if documented).
- Each partner pays personal income tax on their share of profit, as if they were a sole proprietor.
So if your VOF earns €100,000 profit and you're a 50% partner, you pay income tax on €50,000. Your partner does the same. You each get your own entrepreneur deductions (zelfstandigenaftrek, startersaftrek, MKB-winstvrijstelling) applied to your personal share.
A worked example
This is different from a BV, where the company pays corporate tax and you pay a second layer of tax on dividends. A VOF is simpler for modest profits but scales less well at high profit levels.
The legal side: partnership agreement
To form a VOF, you need a partnership agreement (samenwerkingsovereenkomst). This is a contract between the partners that sets out:
- Profit-sharing ratio. (e.g., 50/50, 60/40, etc.)
- Capital contributions. How much money (if any) each partner invests.
- Roles and responsibilities. Who does what?
- Decision-making. Do all partners decide everything, or only certain matters? (e.g., one partner signs contracts, another handles finance.)
- How to handle exit. What happens if one partner leaves, retires, or dies? Can they sell their share to the other?
- Dispute resolution. What if partners disagree?
You don't need a lawyer to draft this if it's very simple (e.g., two friends splitting 50/50, no capital, loose arrangement). But a written agreement is strongly recommended—it prevents misunderstandings later. A lawyer will charge €500–€1,500 to draft or review a basic partnership agreement.
Without an agreement, the law fills the gaps
If you don't have a written agreement, Dutch law assumes equal profit-sharing, equal liability, and equal say in decisions. That might not match your reality. A written agreement protects you both.
Registering the VOF
Unlike a BV, a VOF doesn't have to be registered at the Chamber of Commerce (KVK)—but it's wise to do so.
When you register at the KVK:
- You get a KVK number for the partnership (separate from your personal KVK entries).
- You get a BTW-id for the partnership.
- The registration is public record (credibility).
Each partner can also remain registered as a solo zzp'er if they do outside work. Check with the KVK what you need to report.
The registration takes a few days and costs little (€15–€25 for a KVK update); the main benefit is clarity and professionalism.
Liability: the key difference from a BV
In a VOF, each partner is jointly and severally liable for all partnership debts. That means:
- If the partnership owes €50,000 to a supplier and you can't pay, your personal assets can be seized to cover it.
- Any partner can sign contracts on behalf of the partnership, binding all partners.
This is a major difference from a BV, where liability is limited to the company's assets.
When is this acceptable? For low-risk freelance work (writing, consulting, design), the risk is low. For higher-risk work (construction, property, healthcare), you might want a BV or another structure. Also consider professional indemnity insurance (beroepsaansprakelijkheidsverzekering)—it protects you both if a client sues for professional negligence.
Partners also manage partner risk
Even with a good partnership agreement and insurance, working with a partner means their mistakes are your risk. Choose partners carefully, and maintain a trust-based relationship.
The practical side: operations
When running a VOF:
Bank account. You can have a joint partnership bank account, or each partner can invoice separately and transfer their share to a joint account at year-end. Either way, good bookkeeping is essential.
Bookkeeping. Record all income and costs. At year-end, calculate total profit and split it per the agreement. Each partner reports their share on their individual tax return.
Invoicing. You can invoice under the partnership name, or each partner can invoice separately and the partnership reimburses them. Be consistent and clear.
Taxes and deadlines. There's no separate VOF tax return; each partner files as a self-employed person on their personal return (box 1). But keep joint records of all partnership transactions so you can prove each partner's share.
- Draft or obtain a partnership agreement (lawyer: €500–1,500)
- Register at KVK (optional but recommended)
- Open a joint bank account (or set up a transfer system)
- Agree on bookkeeping responsibility (one partner or split?)
- Define who signs contracts and invoices
- Discuss: what if one partner wants out? (exit clause in agreement)
- Get professional indemnity insurance if relevant
Partnership vs staying separate
Why form a VOF?
- Shared risk and responsibility.
- Clearer governance and profit-sharing.
- Easier to scale and take on bigger projects.
- Professional appearance for clients.
- One bank account and simpler admin.
Why stay separate (two independent zzp'ers)?
- Flexibility—either partner can exit immediately.
- No joint liability (each is responsible only for their own actions).
- Simpler bookkeeping.
- Lower overhead (no partnership agreement, no KVK registration).
Many freelancer duos start informally (sharing clients, splitting fees) and later formalize into a VOF if the relationship is solid. There's no rush—test the partnership first.
Let ZZP Belasting do the maths
Automatic BTW returns, income-tax forecasts and depreciation — from the invoices you already have.
Try it freeThe tax advantages of a VOF vs employment
If you're considering adding a partner instead of hiring an employee, the VOF is much simpler:
- Employee: You pay employer contributions (15–20% on top of salary), manage payroll, and have legal obligations. Cost: €42,000–€44,000 per year for a €36,000 salary.
- VOF partner: You split profit and costs. There's no fixed salary cost; instead, profit (if any) is shared. Much lower overhead.
The downside: a partner is equal, not subordinate. You're sharing control and liability.
When a VOF might not be enough
If your partnership grows and profit reaches high levels (over €100,000–€150,000 combined), you might eventually want to restructure into a BV to get corporate tax advantages. You can always convert a VOF to a BV later if the numbers justify it.
Also, if you bring in investors or plan a major exit (selling the business), a BV structure is clearer and more standard.
Frequently asked questions
Can a VOF have more than two partners?
Do both partners have to be self-employed, or can one be an employee?
What if I want to convert a VOF to a BV later?
Can I leave the VOF and take my clients with me?
Is a VOF suitable for passive ownership (I just invest money)?
A VOF is the natural first step when two freelancers want to work together seriously. It's simple, low-overhead, and tax-efficient at modest profit levels. But it requires trust, a clear agreement, and good communication between partners. If you're thinking of teaming up, start with a conversation and a written agreement—that's often all you need. ZZP Belasting helps each partner track their own profit share, so you can monitor whether the split is working fairly and handle tax time smoothly.