by Wannes Gardin
The advantages of entering into a professional collaboration are self-evident. It nevertheless remains a far-reaching commitment requiring a degree of consideration, with the required legal framing being indispensable. The golden rule is, after all: good arrangements mean good (professional) friends.
First and foremost, it needs to be determined what the optimum form of collaboration is, which is most appropriate for the collaborating parties' needs. In its most integrated form, the collaboration will be subsumed into a company with legal personality, such as general partnership, limited or public limited company. However, parties do not usually wish to go that far, with the collaboration being regulated on a purely contractual basis. This is known as an 'association agreement', although an agreement such as this can generally be classified as a partnership. In its loosest form, all manner of collaboration agreements can be concluded, with a specific collaboration in certain areas being more the case.
What the optimum form of collaboration is should always be examined on a case-by-case basis. Moreover, potentially opting for a form of collaboration entails certain significant legal, tax, accounting and administrative implications.
After having opted for a classic 'association agreement' (partnership), the next step involves determining how you wish to collaborate. How do you currently work in practice? Would you like to alter something in this, or merely wish to outline the collaboration?
The following factors certainly need to be included:
Even when opting for a different form of collaboration, such as a limited company, it is advisable to make clear arrangements concerning the points above in the articles of association, internal regulations or a shareholder agreement.
However good the intentions are at the time of your professional marriage, things can still sometimes go wrong. If everything is going well, the documents drawn up when starting the collaboration often remain hidden away deep in some drawer. These are only fished out when things are in danger of going wrong, and the importance of proper contractual arrangements becomes really clear.
If a dispute between the professional partners cannot be defused, a properly drafted agreement will provide the solution, since this will present a fairly detailed arrangement on the options for bringing the collaboration to an end. If the divorce turns into an acrimonious break-up, the agreement will also include a dispute settlement. That might also concern indicating a competent court, but also a mediation or arbitration procedure.
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In our opinions, we rely on current legislation, interpretations and legal doctrine. This does not prevent the administration from disputing them or from changing existing interpretations.
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