The Commanditaire Vennootschap (“CV”) is a limited partnership in which there is a distinction drawn between the limited partners and the general or managing partners. 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 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.

Netherlands Antilles’ partnerships are formed by either a notarial or a private deed. The absence of a signed deed however can not 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.

Taxation of the VOF and CV

The VOF is not considered a separate entity for profit taxt purposes. Therefore, the partners in the VOF are each of them individually subject to tax on their share in the profit of the VOF. The same applies to the CV. The exception is the so-called CV by shares. The CV by shares is considered a separate entity for profit tax purposes. The CV is then subject to tax, but only on the profit share of the limited partners. The general partner remains himself subject to tax on his profit.

In general terms, a CV is considered to be by shares in case the partners are free to transfer their share in the partnership's capital to another person or entity without prior consent of the other partners.