What to do with creditors when taking over a company?

Questioner

I work for a construction company, the owner is going to stop, now a friend and I have the opportunity to take over this company, I do have private debts, our question is whether the creditors could seize the partnership that we want to set up, or whether they could hold my business partner liable or harm him with this. Or can the creditors do nothing with the partnership because it is not the partnership's fault? Mvgr

Lawyer

Dear, the answer to your question largely depends on the answer to the question of whether you will actually continue the company, or whether you will take over parts of the company that are closing down (such as the order portfolio). If you are not sure what (potential) claims there are in the company, then I would certainly advise you not to take over the business, or to have a proper audit carried out. Obtaining an indemnity from the 'old' company often sounds good, but in practice this means that (1) you are held liable for a debt; and (2) you hold the old entrepreneur liable: and (3) if he no longer has any resources, then it remains your problem.

Lawyer

If I read it correctly, the question is different from the one you received an answer to. Creditors with respect to debts that you have privately can hold the VOF, or at least your share in it, liable for their claims on you. A VOF does have its own assets as a legal form, but these are not shielded from your private assets, which means that creditors of yours privately can also hold the VOF liable and seize assets of the VOF; creditors of the VOF can also recover from your personal assets. If you were to place the construction company in a BV, the creditors of your personal debts cannot seize the assets of the construction company, but they can seize the shares of the company, because these shares are part of your (private) assets.