Professional partnership (Maatschap)

Each partner can conduct acts of management, unless agreed otherwise in the partnership agreement. Acts of management are those acts in the normal course of business of the partnership, such as conducting the day-to-day business.

These are acts outside the normal activities of the company. You can only conduct an act of disposition jointly with the other partners, because of its special nature. An example of an act of disposition is the purchase of premises where the partnership will conduct activities.

Your authority to take decisions or enter into agreements as a partner, depends on:

• The law;
• The objective of the partnership;
• The power of attorney granted by your partners;
• Further agreements in the partnership agreement.

If you, as authorized representative, conclude an agreement on behalf of the partnership, all partners are liable for equal parts. If you act contrary to your authority, that shall not be binding for the other partners.

Profits and losses are divided in proportion to each partner’s contribution, unless agreed otherwise in the partnership agreement. It is prohibited to determine that one of the partners will receive all profits. You can, however, agree that one partner shall bear all the losses.

If one of your business partners dies, the 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. You can include these in the partnership agreement. It is advisable, to ensure continuity, to ask your civil-law notary for advice.

Marks Wachters notarissen advises on starting up a general partnership and on drawing up a proper agreement in which the rights and obligations of the partners are recorded in writing. We have experience in and expert knowledge of advising partnerships of medical specialists, medical staff partnerships, lawyer partnerships and civil-law notaries and other professional groups.

We can also help you in drawing up general terms and conditions, making a proper order confirmation or with general business issues.