Accounts of a Dutch general partnership (vof): prepare, file and costs
A Dutch vof (general partnership) prepares annual documents for the partners and their returns, but does not file them with the KVK. One exception: the vof all of whose partners are foreign companies with share capital.
The short answer
A vof is not a legal entity and as a rule does not fall under Title 9: it files no annual accounts. The partners do prepare a balance sheet and a profit and loss account every year, with a capital account and profit share per partner for each person's income tax return. If all partners with full liability are foreign companies with share capital, Title 9 does apply (art. 2:360(2) DCC).
Updated 30 October 2026
Key facts
| Legal form | Partnership that runs a business under a joint name (art. 16 WvK, the Dutch Commercial Code); not a legal entity |
| Title 9 and KVK | No, except where the only partners are foreign companies with share capital |
| Bookkeeping duty | art. 3:15i DCC and art. 52 AWR (General Taxes Act) |
| Taxes | Income tax per partner; the vof itself is the entrepreneur for VAT |
| Liability | Each partner jointly and severally for all debts (art. 18 WvK) |
One business, several entrepreneurs
The vennootschap onder firma (vof) is a partnership that runs a business under a joint name (art. 16 WvK). It has its own name, registration and VAT number, but is not a legal entity. Each partner is jointly and severally bound for the obligations of the partnership (art. 18 WvK).
For the figures that creates a double layer. The vof keeps one set of records and files the VAT return. Then the profit is distributed, and each partner who meets the requirements for entrepreneurship reports their share as profit from business. The annual documents of the vof are the source for that. A balance sheet and a statement of income and expenses within six months are required in any case (art. 3:15i DCC).
Preparing the annual documents of a vof
- Close the records of the vof: bank, accounts receivable, accounts payable, stock, depreciation and VAT.
- Calculate the result of the vof as a whole.
- Apply the profit distribution from the vof contract: first fixed remunerations, such as a reward for labour or interest on capital, then the rest in the agreed proportion.
- Update the capital account per partner: opening position, profit share, deposits and withdrawals.
- Record non-partnership assets separately: assets of one partner that the vof uses, such as a building or car.
- Have all partners sign the annual documents for approval.
If the contract does not regulate the profit distribution, the law applies: each person's share is proportionate to their contribution, and whoever contributes only labour shares as the partner with the smallest contribution (art. 7A:1670 DCC).
Components and an example: installation business with two partners
The annual documents consist of a balance sheet, a profit and loss account, the profit distribution and the movement of the capital accounts. In this example the contract gives each partner a labour reward of € 30.000 and distributes the rest 60/40. The profit for 2025 is € 118.000.
| Profit distribution 2025 | Partner A | Partner B | Total |
|---|---|---|---|
| Labour reward | € 30.000 | € 30.000 | € 60.000 |
| Remaining profit 60/40 | € 34.800 | € 23.200 | € 58.000 |
| Profit share | € 64.800 | € 53.200 | € 118.000 |
| Capital accounts | Partner A | Partner B | Total |
|---|---|---|---|
| Position at 1 January 2025 | € 22.000 | € 9.500 | € 31.500 |
| Profit share | € 64.800 | € 53.200 | € 118.000 |
| Private withdrawals | − € 58.000 | − € 50.000 | − € 108.000 |
| Position at 31 December 2025 | € 28.800 | € 12.700 | € 41.500 |
The balance sheet of the vof shows € 41.500 of partnership capital, split by partner. Partner A reports € 64.800 as profit from business, partner B € 53.200. Each then applies their own entrepreneur's deduction and SME profit exemption. The labour reward is part of the profit, not wages.
Filing: only the vof of art. 2:360(2) DCC
An ordinary vof files no annual accounts. The documents stay within the circle of partners, adviser, Belastingdienst (Dutch Tax Administration) and possibly the bank.
The exception: Title 9 also applies to the vof whose partners that are fully liable for the debts are all companies with share capital under foreign law (art. 2:360(2) DCC). Think of a vof with only a German GmbH and a Belgian bv as partners. Such a vof prepares annual accounts by size class and files them within the deadlines of art. 2:394 DCC. The KVK names this group in its list of those with a filing duty.
| Partners of the vof | Title 9 for the vof? | File? |
|---|---|---|
| Natural persons | No | No |
| Dutch BVs or NVs | No | The vof does not; each BV files its own annual accounts |
| Persons together with a foreign company | No | No |
| Exclusively foreign companies with share capital | Yes | Yes |
If a BV is a partner, the vof counts for that BV as a subsidiary (art. 2:24a(2) DCC). If the vof keeps no proper records, in the bankruptcy of the BV that carries through into the liability of its directors (art. 2:248(2) DCC).
What do the annual documents of a vof cost?
| Cost item | Explanation |
|---|---|
| Bookkeeping of the vof | One set of records, kept yourself in bookkeeping software or outsourced |
| Annual documents with capital accounts | One set per year; more work than for a sole proprietorship because of the profit distribution |
| Income tax returns | One per partner; ask whether they are in the price |
| Filing | No costs, because no duty; under art. 2:360(2) DCC the KVK charges nothing either |
Ask for a quote that names the annual documents of the vof and the returns of all partners together, and agree who bears what: the vof, or each person their own return. There is no statutory rate.
Do it yourself or outsource at a vof
A vof has no audit requirement and no mandatory accountant. The figures do determine what each person gets, though, and that makes disagreement more likely than at a sole proprietorship. That is a reason to have the annual documents compiled by a firm that works for all partners. This is certainly wise in the case of:
- a partner joining or leaving, where hidden reserves and goodwill come into play;
- a husband-and-wife partnership (man-vrouwfirma), where the Belastingdienst looks at the unusual form of cooperation and the hours criterion;
- a BV as partner, because income tax and corporate income tax then run together;
- a vof that falls under art. 2:360(2) DCC and so must comply with Title 9.
The government is working on new rules for partnerships, in which the difference between vof and maatschap disappears. When these take effect is not yet known, according to Ondernemersplein (the Dutch government's business portal).
Common mistakes at the vof
- Booking withdrawals as costs or as wages; a partner is not employed by their own vof.
- Keeping one capital account for the whole vof instead of one per partner.
- Always distributing profit equally while the contract says otherwise.
- Assuming that a vof with a BV as partner falls under Title 9.
Jaarrekening.io and the vof
For an ordinary vof, Jaarrekening.io makes no annual accounts: the annual accounts route follows Title 9. If you choose the vof when creating it, the app asks whether all fully liable partners are foreign companies with share capital. If so, the vof follows the annual accounts route. A vof of natural persons or Dutch BVs you create without that route, for the bookkeeping, VAT, payroll and the income tax worksheet that calculates per partner. Of those modules the bookkeeping and VAT are already available; payroll and the worksheet per partner follow soon. Filing with the KVK or the Belastingdienst always happens outside the app.
Sources
- Art. 16 and 18 Dutch Commercial Code (Wetboek van Koophandel): the vof and joint and several liability
- Art. 2:360 DCC: Title 9 for the vof with only foreign companies with share capital
- Art. 2:24a DCC: the vof as subsidiary of a BV partner
- Art. 2:248 DCC: consequences for directors of a BV partner
- Art. 3:15i DCC: bookkeeping duty of the partners
- Art. 7A:1670 DCC: profit distribution if the contract regulates nothing
- KVK on vofs and cvs: To file or not to file annual accounts?
- Belastingdienst: General partnership (vof) and the consequences for your taxes
- Ondernemersplein: The maatschap (new rules for partnerships)
Frequently asked questions
Must the profit of a vof be distributed equally?
No. The partners agree the distribution in the vof contract. Without an agreement, each person's share is proportionate to their contribution; whoever contributes only labour shares as the partner with the smallest contribution (art. 7A:1670 DCC).
Does the vof itself pay tax on the profit?
Not income tax: each partner pays that on their own share of the profit. The vof as a whole is, however, the entrepreneur for VAT and deals with payroll taxes if it has staff.
Can anyone request the figures of our vof from the KVK?
No, unless the vof falls under art. 2:360(2) DCC. An ordinary vof files nothing; the Business Register shows the business and the partners, no financial data.
Does a vof with a BV as partner fall under the filing duty?
No. The exception applies only if all partners with full liability are companies with share capital under foreign law. A Dutch BV includes its share in the vof in its own annual accounts and files those; in its notes it states that as a partner it is liable for all debts of the vof (RJk B10.205).
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Considering a BV?
You create an ordinary vof in Jaarrekening.io for the bookkeeping with the VAT return, with income tax coming soon; a BV also follows the annual accounts route. You create an account yourself.
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