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Limited Partnership (C.V.)
Limited Partnership (C.V.)
A limited partnership is referred to as Commanditaire Openbare Vennootschap (CV) in Dutch. The CV is a limited partnership in which there is a distinction drawn between the limited partners and the general or managing partners. In a limited partnership (C.V.), partners have limited liability –that is, their liability is limited to their investment.
Key Characteristics
- The general or managing partners manage the affairs of the CV and represent it in dealings with third parties. They are jointly and severally liable for the debts of the CV.
- A limited partner however contributes to the partnership a certain amount of capital. His/ Her liability is limited to the amount of capital contributed.
- A limited partner is prohibited from directly managing the affairs of the CV, however he can represent the general partners as their attorney-at-fact.
- If a limited partner is involved in the direct management of a CV he forfeits his right to the protection of limited liability and becomes jointly and severally liable for the debts of the partnership, together with the general or managing partners.
- Dutch Caribbean Islands’ partnerships are formed by either a notarial or a private deed. The absence of a signed deed however cannot be used to defeat the claims of third parties. Partnerships must be registered at the Commercial Registry. It is not necessary to disclose the identity of limited partners. Foreign corporations and/or individuals can act as limited or as general or managing partner.