This is how to prove accuracy of final statement of partnership or VOF

Last summer, the Zeeland-West Brabant District Court (ECLI:NL:RBZWB:2025:4871) ruling on a dispute in a partnership. Two mates had resigned. The remaining partners then drew up a final settlement. According to them, the exiting partners still had to pay a substantial amount to the partnership. After all, they were not only entitled to a share of the profits, but also had to contribute to the losses. The parties disagreed on the final settlement. According to the departing partners, there was not even a loss, but a profit. Lawyer Robert van Ewijk explains the verdict in this blog.

Liquidate VOF and partnership

When a VOF or partnership ends, it must be liquidated. That means assets must be sold or divided and debts must be paid. For the VOF, this is stated in Article 32 Commercial Code. For the partnership, this follows from the system of the law (see also Court of Appeal of The Hague, Dec. 6, 2022, ECLI:NL:GHDHA:2022:2372).

Discussion over accuracy of final partnership statement

In mid-2022, two partners are stepping out of the partnership. The three remaining partners continue the partnership. They send a final statement to both partners in October 2022, based on the interim financial statements for that year. This shows a loss. The losses are in proportion to their contribution charged to the outgoing mates. They do not agree. Although it has been agreed that they share in the profits and losses in proportion to their contributions, the way in which the losses have been calculated is not correct, according to them. Unable to reach a mutual agreement, the partnership went to court.

Partnership final account inaccurate

In the lawsuit that follows, the exiting partners argue that the final account is incorrect. For example, the partnership has a substantial claim against the former accountant of the partnership. According to the exiting partners, that claim will have to be collected first. In any case, that claim is an asset of the partnership and should also be included in the partnership's final settlement.

Partnership must prove accuracy of final account

The district court rejected the partnership's claim. Due to the arguments presented by the outgoing partners, the court finds that the final account is incorrect. The partnership wants payment for the partners' share of the losses, but it must prove the accuracy of the final statement. This has not been done sufficiently. The court considered:

“The Subdistrict Court is of the opinion that [the partnership's] claims cannot be granted because it has not been sufficiently substantiated that the final statement on which [the partnership] bases its claim presents a clear and true picture of [the partnership's] assets and liabilities as of July 1, 2022.”

One of the main reasons for this is that it has been made sufficiently plausible that the partnership still has a substantial claim against a third party that must be collected. In this regard, the district judge said the following:

“Of particular relevance here is that [Mate 1] and [Mate 2] argue that the partnership has a claim of some €125,000.00 against [company] and [Name 1] and that initially the partnership also assumed the existence of a substantial claim against them. The claim of [the partnership] is therefore not assignable.”

What should you do in a dispute over final partnership settlement?

This ruling shows the following. In a lawsuit about a partnership's final account, the partnership will have to prove that the final account is correct. The partners who disagree will have to specify specifically what is incorrect. Only then can the court conclude that the other party's assertions are incorrect. So it is not just a matter of stating (saying that something is so), but above all of proving with documents or arguments that it is as you state.

Lawyer in partnership or limited liability company dispute

Do you have a dispute over a partnership or limited liability company? If so, please contact with the specialized attorney at Lexys Lawyers.