How do you change a partner in a general partnership?

Questioner

A VOF with 2 partners, of which 1 stops because he has reached the age of 65. Furthermore, a healthy company without debts! The remaining partner wants to continue, but wants his son as a partner in his VOF instead of the departing partner. So that the VOF is maintained. Is this possible? Or do all kinds of things have to be adjusted with insurance, tax, Chamber of Commerce and banks?

Lawyer

If a partner leaves the firm, this legally means that the business cooperation between both partners ends and that the joint assets and debts must be divided. It is therefore a kind of business 'divorce'. If the other partner wants to continue the company with a new partner, he will be able to conclude a new firm agreement with this partner and the new partner can make agreements with the outgoing partner about the takeover of that partner's share in the joint assets and debts with the continuing partner. This has some consequences, both in a fiscal sense (the outgoing partner will cease his taxable enterprise, which may lead to income tax being levied) but also in a legal and financial sense. The outgoing partner's share in the debts and assets will have to be transferred to the new partner in the appropriate manner (sometimes this can only be done by a notary, such as in the case of real estate), but this also applies to the debts. For the transfer of these, the creditors will have to be approached one by one and have to give their approval. Of course, the registration of the partners at the Chamber of Commerce will have to be adjusted in time. Also for long-term contracts (such as insurances) it is desirable that the other party declares in writing that it agrees to the 'change' of partners. The bottom line is that changing / modifying partners in a firm is often more difficult and requires more actions than the transfer of a share in a BV. After all, in principle one deed of share transfer is sufficient for this and the matter is settled.