LIMITED PARTNERSHIPS UNDER THE DUTCH CARIBBEAN LAWS
A silent partner must stay silent
Limited partnerships are often used, a.o. for (investment) fund activities. Limited partnerships are not legal entities but contractual arrangements between the general partner (often a limited liability company) and one or more limited (or silent) partners.
The principle of freedom of contract as it applies in the Netherlands Antilles and Aruba to contractual parties also applies to limited partnerships and its general and limited partners, absent certain mandatory provisions of law regarding limited partnerships, e.g. the general liability of all debts of the limited partnership by the general partner, and the prohibition that the limited partner(s) name shall not appear in the partnership’s name and that the limited partner(s) shall not act as a general partner, for risk of liability in full.
A limited partner shall at all times remain liable for the amounts funded or committed to be funded to the partnership by him (art. 17 of the commercial code). This liability can not be “ring-fenced” and each limited partner can be forced to contribute his agreed upon contribution at the call of a bankruptcy trustee.
Karel Frielink
Curacao-based Attorney (lawyer) / Partner
