LIMITED PARTNERSHIPS UNDER THE LAWS OF THE NETHERLANDS ANTILLES
A limited partnership has no legal personality
A limited partnership (‘commanditaire vennootschap’) under the laws of the Netherlands Antilles has no legal personality but has a contractual basis. A limited partnership can be ‘established’ (concluded) pursuant to the provisions of the Commercial Code (‘Wetboek van Koophandel’) as well as the Civil Code of the Netherlands Antilles.
Limited partnerships are created for various purposes, for example, as an investment vehicle or a joint venture. A business can be jointly owned by two or more corporations (joint venture); a limited partnership is a suitable vehicle for such a venture.
The general partner (‘beherend vennoot’) bears full exposure to the creditors for all obligations of the limited partnership (unlimited liability). However, the general partner itself can be a corporation (with limited liability). In general, the responsibilities of a general partner are the day-to-day affairs of the limited partnership as well as its general management.
The limited partners – a.k.a. the investment or silent partners – bear limited exposure to the creditors of the limited partnership. With a few exceptions, e.g. when they represent the limited partnership in respect of third parties, their liability is limited to the amount of their capital contributions.
Karel Frielink
Attorney (lawyer) / Partner
