Leaving the V.O.F - Rights of partners

[ania29]

sorry for posting in dutch. I am wondering what happens is one partner leaves V.O.F. ? I am the one who stayed and want to continue the company but the partner who left ( she de-registered from Kamer von koophandel ) is negotiating now the fees from sold product claiming the she still owns 50% of the company. is that possible? it is all happening under dutch law.

[R.I.P. | Peter Bonjernoor]

The VOF was disbanded the moment she de-registered, so she can no longer claim 50% of the company.

 

Usually the assets and debts of the VOF are settled between the partners before ending the VOF, and I'm not sure what rights, if any, she'd have at this point. Not much, I guess...

[ania29]

thank you for quick answer

 

I found this article which suggest that sometimes this sharing of assets happens afterwords

https://www.amsadvocaten.nl/blog/ondernemingsrecht/uitkoop-vennootschap-onder-firma-vof/

 

and I know that she particularly cares about the website and instagram so I wonder if there are ways to evaluate that part and the she can chase me afterwords..

[R.I.P. | Peter Bonjernoor]

I guess I was wrong - a VOF itself has no debts or assets, they are shared between the partners. So even after leaving the VOF, she'd still have a claim to 50% (assuming default ratio) of the net worth.

 

Non-monetary things like websites and goodwill would have to be valued (by you both, in mutual agreement) and added to the financial balance.

 

So income from products sold (minus costs) before she left would be 50% hers. You'd have to agree on what the website and Instagram account are worth, and if you want to keep them you'd have to pay her her half of that.

 

Are you still on speaking terms?

[mmint]

So income from products sold (minus costs) before she left would be 50% hers.

I disagree. You need to assess the value of the products at time of the split. If you manage to sell the products at a high profit, that profit is due to your efforts, not hers.

 

[R.I.P. | Peter Bonjernoor]

Yup, that's why I said 'before she left'.

[ania29]

and here is the problem as she is claiming a lot of money for the website and brand name ( no patent) we are using the website platform- so monthly cost ) and images she made and put it there - not patented ) people that come there ( not buying enough to make profit ) and instagram followers 1.5K. Impossible to track who is buying what. Name of the company is also not patented

 

 

 

ideally we both reach the conclusion - but it is hard to find a number ..

 

 

 

[R.I.P. | Peter Bonjernoor]

If it's not enough to make a profit, the website or brand name can't be very valuable.

 

Try turning the tables: ask her what she thinks everything is worth, and when she comes up with a number, tell her "Okay, I'll let you have it all for that amount". Maybe that will help her see thing a little more realistically.