As of one share jointly liable in a general partnership (VOF)

Corporate law

Some have already experienced it: a good friend or family member asks you to join as a partner of a VOF, often for an amount of just €1. Many are won over by the message that liability is limited to the contribution. But is this true?

Acting as a partner in a VOF is not without obligation. A recent judgment of 28 October by the Antwerp Enterprise Court, Antwerp Division, once again demonstrates this. With this judgment, the Commercial Court once again clarified the general principles that partners of a VOF, regardless of the size of their contribution, are jointly and severally liable for the obligations of the VOF. And this pursuant to Sections 201 and 204 W. Venn (new article 4:22 WVV).

The judgment in this case concerns a VOF set up on 31 August 2015, where two partners together had a contribution of €100, divided into €99 through the first partner and €1 through the second partner. Since the first partner who owned 99 shares (€99 contribution) had also been declared bankrupt, the receiver had initiated proceedings against the second partner who had contributed only €1.

On 28 October, the court ordered this second partner to pay quasi the entire liabilities of the company amounting to €173,191.63 in principal. “We see this very often in practice; people who accede to the request of family or friends to become a joint partner in a VOF,” points out Valère Vereecke (Agio Legal). “They usually do so without fully realising the consequences. We therefore recommend not to blindly step into such a story. And always get legal advice or information first.”

Our specialists in the field