If you were thinking about setting up a 'commercial partnership' (VOF), but were short on capital or needed a financial backer, then a 'limited partnership' (commanditaire vennootschap, CV) might be just the legal structure you're looking for. 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.
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What is a CV?
A limited partnership consists of at least two persons. Within a CV, there are two types of partner – a managing partner and a limited partner.
- Managing partners. The managing partner runs the business on a day-to-day basis.
- Silent partners, also known as limited partners. The limited partner involves him/herself with the business's financial affairs. The silent partner does not actively interfere with the company, unlike shareholders within a BV.
You can think of a commanditaire vennootschap as a special type of 'commercial partnership' (VOF). Like the VOF, the CV is not a legal corporate identity. The managing partners are personally liable for possible debts of the company.
Setting up a CV
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.
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.
You pay a one-time fee of €50 to register your CV in the Commercial Register. The costs for drawing up a partnership agreement differ depending on the notary or lawyer. On average, the cost are between €200 and €400. It is not mandatory to draw up a partnership agreement.
You are legally obliged to keep records. You can outsource this to a bookkeeper or accountant. The prices range from €500 to €1,000 per year.
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.
UBO registerFrom 27 September 2020 onwards, limited partnerships that are registered in the Dutch Commercial Register will have to include their 'ultimate beneficial owner(s)' or UBOs in the 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) the KVK website.
As a managing partner, you'll have to pay income tax on your share of the profit. The Tax and Customs Administration (Belastingdienst) views you as a business owner, which means that you'll be entitled to certain tax benefits, including 'entrepreneur allowance' (ondernemersaftrek) and a 'tax-deferred retirement reserve' (fiscale oudedagsvoorziening). The CV also pays VAT.
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).
Each partner is authorised to sign. This means that he may sign contracts or perform certain legal acts on behalf of the CV, such as reporting a change in the Commercial Register. If you want to limit the authority of partners, you can make agreements about this in the partnership contract and the Commercial Register.
A CV can also choose to appoint power of attorney to someone else. This person is then authorised to act on behalf of the company. It can be useful to register this person in the Commercial Register. This way your business partners also know who is allowed to act on behalf of the company.
If you choose to hire personnel, you have to pay payroll taxes and social contributions for your personnel. If you are hiring an employee for the first time, you must register as an employer with the Dutch Tax and Customs Administration. You must also report this to the Netherlands Chamber of Commerce. Read the checklist Employing staff in the Netherlands for more information.
Social security and national insurance contributions
As a managing partner, you pay national insurance contributions. You'll be entitled to an old-age pension (AOW) when you reach retirement age. You'll have to supplement this pension 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. If you are pregnant, you are entitled to maternity allowance of at least 16 weeks. You can apply at The Employee Insurance Agency (Uitvoeringsinstituut Werknemersverzekeringen, UWV).
Health insurance is mandatory and basic cover is sufficient. You'll pay a premium to your health insurance company and a contribution as part of your tax return.
Depending on your type of business, it can be wise to take out additional insurance.
Dissolving and liquidating a limited partnership
The CV ceases to exist if a partner leaves the partnership agreement or dies. However, it is possible to include a survivorship or takeover clause in the partnership contract, so that the remaining partners can continue running the business, e.g. by seeking a new partner or continuing as a sole proprietorship (eenmanszaak).
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.
Make sure you report the changes to the Dutch Chamber of Commerce and the Dutch Tax and Customs Administration.
Changing your legal structure
You can change a CV into a different legal structure, such as the commercial partnership (VOF) or sole proprietorship. You must report your changes to the Dutch Chamber of Commerce and the Dutch Tax and Customs Administration. Check Belastingsdienst.nl (in Dutch) to see if you have to pay discontinuation profit (stakingswinst).
You can also change the CV to a BV. One of the differences is that the BV is liable for finances and possible debts. There are several ways to change a CV into a BV. These steps are similar to changing a sole proprietorship into a BV.
Statistics: limited partnerships
Number of limited partnerships.