Limited Partnership in Netherlands
The Dutch investment fund industry is highly regulated by the central authorities who have provided for many types of investment funds that can be set up and for the vehicles that can be used for their establishment. Among these, limited liability companies, cooperatives, and funds for joint account are common among expert investors. Another helpful vehicle that can set up an investment fund in the Netherlands is the limited partnership .
Limited Partnership registration conditions
A limited partnership comprises at least two individuals. Within a CV, there are two types of partner–a managing partner and a LP.
Managing partners. The managing partner runs the business every day.
Silent partners are also known as limited partners. The silent partner does not actively interfere with the company.
You can think of a commanditaire vennootschap as a special type of ‘commercial partnership. Like the VOF, the CV is not a legal corporate identity. The managing partners are liable for debts of the company.
The establishment of a limited partnership for investment is the same as the CV enabled for commercial purposes. However, in the investment funds sector, the general partner will be the Netherlands company managing the fund, while the limited partner or partners will be investors taking part in or gaining interests in the fund.
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Incorporation usually takes up to 3-5 business days.
You pay a onetime fee of €50 to register your Limited Partnership in the Commercial Register. The costs for drawing up a partnership agreement vary depending on the notary or lawyer. Average cost are between €200 and €400. It is not obligatory to draw up a partnership agreement.
It’s obligatory to list your limited partnership in the Commercial Register maintained by the Chamber of Commerce.
Managing partners have to supply their personal details. You only have to state how many limited partners are taking part in the CV and the amount of equity they bring to the company.
Typical charter documents include: partnership agreement signed by all partners and a partner register. It’s not obligatory to draft a partnership agreement when setting up a LP, but it’s often sensible to do so if you want to put your agreements in writing. For example, a CV contract might cover arrangements about:
- Who the managing and LP partners are and the equity they each bring into the company, e.g. cash, labour, equipment, etc.
- How partners will share in any profit.
- How and when the CV can be ended.
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