REPRESENTING A NETHERLANDS ANTILLES PARTNERSHIP
Internal versus external authority
Netherlands Antilles law sharply distinguishes between the capability of a partner to represent a partnership and the acceptability of an act of representation under the contractual relationship among the partners.
These concepts could be labeled as ‘external authority’ and ‘internal authority’ respectively. Although the internal authority can influence the external authority, it is generally possible that an act of representation that is in clear breach of the contractual relationship is nevertheless binding on the partnership. Special rules could apply if the party entering into an agreement with the partnership is aware that the acting partner acts in breach of its contractual obligations.
If a partnership has only one general partner, it is clear that it has external authority to represent the partnership.
If a partnership has two general partners the following applies. In a limited partnership with more than one limited partner, all partners are assumed to have full external authority, provided that (i) such authority does not extent to acts that transgress the object of the partnership, and (ii) such external authority may be limited by the partnership agreement, provided such limitation was recorded with the commercial register.
Karel Frielink
Curacao-based Attorney (lawyer) / Partner
