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My financial backer as a partner?
If you were thinking about setting up a 'general partnership' (VOF), but were short on capital or needed a financial backer, then a 'limited partnership' might be just the legal structure you're looking for. In Dutch, this is called a commanditaire vennootschap (CV).
In a CV, your financial backer actually becomes a partner in your business. He or she is referred to as a limited, sleeping or silent partner.
Managing and limited partners
You can think of a commanditaire vennootschap as a special type of 'general partnership'. Within a CV, there are two types of partner – a managing partner and a limited partner.
The managing partner runs the business on a day-to-day basis and the limited partner involves him/herself with the business's financial affairs.
The limited partnership contract
It's not mandatory to draft a partnership agreement when setting up a limited partnership, but it's often sensible to do so if you want to put your agreements in writing. For example, a CV contract might include arrangements about:
- Who the managing and limited partners are and the equity they each bring into the company, e.g. cash, labour, equipment, etc.
- How partners will share in any profit or loss.
- How and when the CV can be ended, e.g. termination or disability, etc.
Listing your limited partnership in the Commercial Register
It's mandatory to list your limited partnership in the Commercial Register maintained by the Chamber of Commerce (Kamer van Koophandel, KvK).
Managing partners have to supply their personal details, e.g. name, address, etc. Limited partners don't, however, have to submit their personal details. You only have to state how many limited partners are participating in the CV and the amount of equity they bring to the company.
UBO registerParliament is currently discussing the implementation of a UBO register for Dutch businesses in 2020. If it is accepted, limited partnerships that are registered in the Dutch Commercial Register will have to include their 'ultimate beneficial owner(s)' or UBOs in this UBO register. This is one of the measures taken in accordance with the Prevention of Money Laundering and Terrorism Financing Act (Wet ter voorkoming van witwassen en het financieren van terrorisme, Wwft). Persons who have more than 25% of the company shares, more than 25% of the voting rights, and/or have the ultimate say in company matters are considered UBOs. Inclusion in the UBO register can be arranged via the website of the Netherlands Chamber of Commerce KVK. Companies that were already registered in the Commercial Register will have a year and a half to register their UBOs. See for more information (in Dutch) Rijksoverheid.nl.
A limited partnership is not a legal corporate entity. Therefore, as a managing partner, you're personally liable for your CV's debts. You'll also have to file for personal bankruptcy if your CV is declared bankrupt.
Be aware that a managing partner who enters into a limited partnership after its formation is also liable for debts that arose before he or she joined. A new managing partner should therefore examine the CV's accounts fully and assess its financial position very carefully before entering into the partnership.
A limited partner will lose only his or her financial investment in the partnership, unless they act as a managing partner representing the CV to the outside world. In which case, the limited partner is also personally liable.
As a managing partner, you'll have to pay income tax on your share of the profit. The Tax and Customs Authority (Belastingdienst) views you as a business owner, which means that you'll be entitled to certain tax benefits, including 'entrepreneurs' allowance' (ondernemersaftrek) and a 'tax-deferred retirement reserve' (fiscale oudedagsvoorziening).
A limited partner, on the other hand, is not viewed as being in business and is only entitled to tax breaks for investments, e.g. 'discretionary depreciation' (willekeurige afschrijving) and 'investment allowance' (investeringsaftrek).
Filing annual accountsIf all managing partners in your limited partnership are foreign, you will have to file your annual accounts with the Netherlands Chamber of Commerce.
As the owner of a CV, you'll be entitled to an old-age pension (AOW) when you reach retirement age. This pension is a minimum income, which you'll have to supplement this yourself. Start as soon as possible to keep your contributions affordable.
Because you're not an employee, you're not entitled to any of the benefits available to regular employees, such as sickness, unemployment or disability benefit (ziektewet, WW and WIA respectively). It's up to you to take out disability insurance as soon as you start your business.
What do I do if a partner leaves or dies?
Under Dutch law, the CV ceases to exist if a partner leaves the partnership or dies. However, it is possible to include a survivorship or takeover clause in the CV contract, so that the remaining partners can continue running the business, e.g. by seeking a new partner.
Dissolving a CV
When dissolving your CV, you'll have to pay any outstanding debts and return each partner's share in the partnership. This is called 'liquidation' or in Dutch vereffening.
Any surplus is then distributed to the partners based on their share in the CV's profits. Managing partners will have to deposit additional funds into the partnership if there's not enough cash in the CV to pay any outstanding debts.
The limited partner doesn't have to make any additional deposits.
Statistics: limited partnerships
Number of limited partnerships.