Besides legal entities such as the BV and the NV, in the Netherlands we are familiar with so-called partnerships such as the VOF and the maatschap. Unfortunately, legislation in this area lagged behind: twice before, attempts were made to arrive at a modern statutory regulation, but to no avail. Meanwhile, another draft bill is on the table. You can read more here:
What is it about?
Partnerships are defined as general partnerships (VOF), limited partnerships (CV) and partnerships. One clear legal regulation is currently lacking: the rules are contained in several laws and partly date back to 1839. Several attempts at new legislation have already been made.
What does the bill say?
Bills on this topic have already been introduced twice. In 2019, an amended bill was submitted for consultation. Following responses to that proposal, a new bill has now been submitted for consultation. The intention is to provide a clear and unambiguous regulation with appropriate safeguards, for the partners themselves and for creditors of the company.
For example, the draft bill regulates:
- the possibility to limit liability when accepting an assignment;
- the distinction between a public partnership with legal personality and a silent partnership without legal personality (but with separate assets in the form of a special community)
- that legal personality is linked to acting externally under a common name;
- that the public partnership should be compulsorily registered in the commercial register;
- fiscal measures;
- rules for conversion of partnerships into legal entities (and vice versa);
- the liability of the limited partner;
- what happens if only one partner remains.
Where can I find more information?
You can find more information on this subject here.
Of course, we will keep you informed of further developments! Do you have any questions about company law in the meantime? SPEE lawyers & mediation has the expertise.