Liability arises:
1. From an agreement
2. Under the law
3. From a lawful act

If a party fails imputably in the performance of an agreement, this is referred to as breach of contract. In such a case, the other party claims compensation for damage. A party can also be liable on the basis of the law. A distinction is made between fault-based liability and strict liability. Fault-based liability refers to culpable actions or omissions. Strict liability refers to liability for the actions of (inter alia) others (animals, children and employees).

Legal form affects liability

Under Dutch law, there are various types of enterprises. The legal form of your company determines the liability of the persons involved in the company. Below, we will discuss (the difference in) the liability of a private limited company, a partnership and a general partnership.

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Private limited company (BV)

A BV is a legal form with legal personality. Liability for debts and obligations rests with the private limited company (BV). Officers of a BV, such as directors, are in most cases not privately liable. This is only different where so-called ‘mismanagement’ is concerned.

General partnership (VOF)

A general partnership is a cooperation agreement in which certain operations are conducted. Unlike a BV, a general partnership (VOF) is not a legal entity. Therefore, each partner is jointly and severally liable (read: fully liable) for all the debts of the company. This also includes the debts caused by another partner.

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Partnership

A partnership (Dutch “maatschap”) is a cooperation agreement in which a profession is exercised. Like a general partnership, a partnership has no legal personality. However, there is a difference in liability between a partnership and a general partnership. Each of the partners is liable for an equal part of the debts of the company, and not (as is the case in a VOF) jointly and severally.

Broad support for your organisation

Our team of lawyers has many years of experience in providing advice about different types of companies and numerous liability disputes. Our legal experts can therefore provide customised advice about your potential liability risks. In this process, attention is paid to all stakeholders.

Assistance in liability proceedings

If you engage a lawyer from VIOTTA, you are assured of the assistance of an experienced litigation lawyer. If you are held liable our lawyers are there for you. We can also assist you in the settlement of possible liability proceedings.

Need advice about insolvency and possible restructuring? Bring in VIOTTA

Do you need expert advice from an experienced litigation lawyer about possible liability risks? Contact VIOTTA. Thanks to our experience and knowledge, we are familiar with the subject matter and we know how to handle the most complex cases effectively and efficiently. Contact us, we will be happy to help you.

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VIOTTA is a law firm based in Amsterdam and is specialized in advising on the areas of corporate law, mergers and acquisitions, contract law and corporate & commercial dispute resolution. We advise in transactional matters.

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