General partnership (VOF)

The company’s assets are also called the separate assets of the general partnership, that are primarily intended for business creditors. During the existence of the partnership the private creditors of the partners cannot recover from the company’s assets. However, the business creditors can recover from the private assets of the partners, if the company’s assets are insufficient.

Otherwise than in a professional partnership, where you have to receive a power of attorney from the other partners for ‘authorized representation’, each partner is entitled to act on behalf of the general partnership. However, there are three legal exceptions. You are not authorized to act if:

• The partnership deed states that you have no representation authority;
• The act concerned is not within the objective of the partnership;
• This concerns an act for which you are not authorized under the agreement.

If one of the business partners dies, the general partnership is terminated. You and possible other partners can only continue the company (possibly with a new partner) if special contractual arrangements have been agreed. This can be the continuation clause, the survivorship clause and the assignment clause. These can be included in the partnership agreement. It is advisable, to ensure continuity, to ask your civil-law notary for advice. Marks Wachters notarissen would be happy to work with you.