Buying out a partner or leaving yourself: how to arrange it
Written by Ilias Aarrass6 min read · Published on · Last reviewed on 
In short
When a partner leaves a vof, they settle tax on their share of hidden reserves and goodwill as cessation profit, unless that claim is rolled over, subject to conditions, to a partner who has had profit from the business for at least 36 months. In a BV they sell their shares through a notary and pay box 2 tax on the gain.
- The buy-out price consists of capital, hidden reserves and goodwill, not just book value.
- A departing partner remains liable until deregistered with the KvK.
- If one partner remains, they continue as a sole proprietorship.
- Shares in a BV are transferred by notarial deed.
Partnerships change. One partner wants to stop, moves away or takes a salaried job, the other wants to keep growing. Splitting up is not a failure, but it is a moment when a lot must be arranged at once: what the departing partner's share is worth, who keeps the clients, what happens to the business name and how the tax authorities view it. It makes a big difference whether you run a general partnership (vof) or are joint shareholders in a BV. This article walks through both situations, with a worked example and a list of points to record in an exit agreement.
Start with your contract
First check what you agreed at the start. A good partnership contract contains a continuation clause: the remaining partner may continue the business and takes over the departing partner's share at an agreed valuation. In a BV those agreements are in the articles of association and any shareholders' agreement, often with a right of first refusal: anyone who wants to sell their shares must offer them to the other shareholders first.
If nothing is in writing, you will have to negotiate everything after all. Start early and keep the discussions businesslike. Anyone still starting out can read in starting a partnership with a co-founder which agreements to make beforehand.
Tax in a general partnership
For the departing partner, leaving means ceasing their business. They settle tax on their share of hidden reserves and goodwill; see cessation profit and cessation deduction. Under conditions, that tax can be rolled over to the remaining partner, provided they have earned business profit from the company for at least 36 months. The remaining partner then takes over the old book values, and the tax claim with them. In return they usually pay a lower buy-out price.
If only one partner remains, the partnership cannot continue. The remaining partner continues as a sole proprietorship and updates the registration with the KvK. The departing partner remains a partner, and therefore liable, until deregistered, and stays liable afterwards for debts from the period they were a partner.
What to record in the exit agreement
Record all agreements in a signed contract, so no disputes arise later:
- The exit date and the buy-out price, with the valuation method
- When and how payment is made
- Who keeps the clients, business name, website and phone number
- A non-compete or non-solicitation clause, with duration and region
- Who completes and invoices which ongoing assignments
- Whether the tax claim is rolled over and how that is reflected in the price
Frequently asked questions
Am I still liable for partnership debts after leaving?
Yes, for debts from the period you were a partner. Until you are deregistered with the KvK you are also liable for new debts, so report your departure immediately.
Can the tax on my cessation profit be deferred?
In a partnership, yes, through a roll-over to the remaining partner, provided they have had profit from the business for at least 36 months. The remaining partner then takes over the tax claim.
May the remaining partner keep the business name?
That is something you agree on. If it is not in the contract, arrange it in the exit agreement, together with the website and phone number.
Sources
- Leaving as a partner of a vofKVK · kvk.nl
- Transferring your business to a co-entrepreneur or employeeBelastingdienst · belastingdienst.nl
Sources checked on
This article provides general information based on the rules known for 2026 and does not replace personal tax advice. For your specific situation, we're happy to take a look with you.
