VOF converted into a BV: partner protected in a dispute

VOF partnerVOF converted into a BV

Legal · Liability

€55,000Shielded
LiabilityLimited
DisputeResolved

Initial situation: joint and several liability for a departing partner

Two Belgian entrepreneurs had worked together for years through a VOF (general partnership). When the partnership started to strain and one partner wanted to leave, the problem surfaced: in a VOF both partners are jointly, severally and unlimitedly liable. An outstanding supplier debt of €55,000 could be recovered in full from the departing partner's personal assets.

€55,000Debt
Joint and several liabilityLegal form at the outset
Personal assets at riskRisk

Approach: the exit structured correctly

Step 1
Situation analysed: the liability position of both partners mapped.
Step 2
Conversion supported: the VOF converted into a BV.
Step 3
Exit arranged: the departure structured through a proper transfer of shares.
Step 4
Debt placed: the supplier debt included in the balance sheet of the new BV.

Outcome: partner fully released from personal liability

The departing partner was released from personal liability. The remaining partner continues the business through a BV with a sound structure and clear articles of association that prevent future disputes.