Limited partnership (CV)

Limited partnership (CV)

The limited partnership is a separate legal form that includes a limited partner and a managing partner. The limited partner, also called a silent partner, only puts money into the CV, while the managing partner also undertakes in the CV.

As managing partner of a limited partnership, you are personally liable for the debts of the limited partnership. If you are a limited partner, you are only liable for the amount you contributed in the limited partnership. You will not receive interest on the money you contributed to the limited partnership.

In a limited partnership (with more than one managing partner) there are separate assets of the limited partnership, that are primarily intended for business creditors. Private creditors cannot recover from these assets. However, the business creditors can recover from the private assets of the partners, if the partnership’s assets are insufficient.

Authority

A limited partner has to comply with a number of conditions not to be considered a managing partner:

  • The limited partner cannot act publicly as a managing partner, so he cannot conduct acts of management or disposition.
  • The limited partner’s own name cannot appear in the name of the partnership. This would make it appear that the limited partner is a managing, and therefore, liable partner. From this rule can be deviated in certain circumstances.

Advice

Marks Wachters notarissen advises on starting up a limited partnership and on drawing up a proper agreement in which the rights and obligations of the partners are recorded in writing. We can also help you in drawing up general terms and conditions, making a proper order confirmation or with general business issues.

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Do you have any questions?

You can always call one of our specialists during office hours if you have a question. You can reach us at our telephone number (040) 244 88 55. Of course you could also contact us by sending us a message. We are happy to help you and advise you on the best solution for your personal situation.

Jaap van Zwet

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