Dutch Limited Partnership
Commanditaire Vennootschaap (CV)
Within the Dutch business structures, Commanditaire Vennootschaap (CV), known as the Dutch Limited Partnership, is a distinctive and flexible option. Unlike some tax havens, the Netherlands is recognized for its stringent regulations and is considered an open, top-tier jurisdiction, fostering international business and carrying a rich legacy of expertise in trade and financial services.
The Netherlands is not typically categorized as a tax haven or a low-tax jurisdiction; it is known for its well-regulated environment. It is regarded as an open and reputable jurisdiction with a long-standing history in trade and financial services.
As a highly developed EU member state, the Netherlands maintains a standard level of taxation. The corporate tax rate in the Netherlands stands at 25%. Nevertheless, Dutch law offers an avenue for registering and operating Dutch entities with a zero-tax rate through a legal structure called a Commanditaire Vennootschaap (CV). This structure shares similarities with limited partnerships in other jurisdictions.
A Dutch CV is essentially a limited partnership with a minimum of two partners. One partner holds the position of General Partner, while other partners are designated as Limited Partners.
By default, Dutch legislation designates the General Partner as the entity responsible for the day-to-day operations of a CV company. However, there are no restrictions preventing the appointment of additional individuals to serve as directors or managers of a CV company. Nonetheless, the General Partner bears primary responsibility for the commercial activities and financial obligations of the CV company.
The majority of C.V.s – Limited Partnerships in the Netherlands, employed in international planning for families and entities from countries that impose restrictions and penalties on the use of jurisdictions with no or low taxes are primarily utilized for holding passive investments, such as bank or brokerage accounts.
This is typically accomplished through the following steps:
Fulfilling Institutional Due Diligence: To meet the stringent requirements of financial institutions and adhere to compliance protocols, rigorous due diligence processes are carried out. This involves comprehensive checks and verifications to ensure adherence to legal and regulatory standards.
Appointment of Limited Attorneys-in-Fact: Within the framework of the CV, one or more limited attorneys-in-fact are designated to oversee the operation of bank accounts. It is notable that the beneficial owner may be chosen as one of these designated individuals, depending on the specific circumstances and preferences.
Financial Statements in the CV’s Name: All financial institution statements are issued under the name of the CV. This practice ensures transparency and consistency in financial documentation, aligning with the CV’s strategic objectives.
Annual Administrative Responsibilities: The routine administration of the CV is a crucial aspect of its management. This duty is generally overseen by the general partner, who assumes responsibility for the administration’s day-to-day operations. Alternatively, the CV may opt to contract with a specialized administrator, such as Atrium, to efficiently manage its administrative tasks.
Essential C.V. Requirements
A Commanditaire Vennootschaap (C.V.) must comprise a minimum of two partners, which include a general partner and one or more limited partners. The terms of their partnership are established through a Limited Partnership Agreement, specifying their respective ownership percentages.
This partnership agreement typically contains provisions governing the admission of new limited partners and the removal of existing partners.
The general partner holds the responsibility for representing the C.V. in its business operations, while limited partners are not actively involved in the day-to-day activities of the C.V.
The ownership stake of the general partner can vary, depending on the terms agreed upon by the parties involved. Some C.V.s are structured in a way that the general partner owns a small fraction of the C.V.’s assets, such as 0.001%, with the remaining 99.999% held by the limited partner.
As long as the C.V. is classified as non-resident, it is exempt from the obligation to maintain financial records, file accounting statements, or submit tax returns in the Netherlands. However, registration of the C.V. with the relevant Chamber of Commerce is a mandatory requirement.
between the parties. Some C.V.’s are structured with the general partner owning a fraction of the C.V.’s assets (for example 0,001%) and the limited partner holding the remaining 99,999%.
Provided the C.V. is deemed to be non-resident it does not need to maintain books or file accounts or tax returns in the Netherlands. Registration of the C.V. in the relevant Chamber of Commerce is required.
Key Information about Dutch Limited Partnership (Commanditaire Vennootschaap, CV)
Type of Company
Dutch Limited Partnership (Commanditaire Vennootschaap, CV)
Netherlands CV companies require a minimum of 2 Partners, who may be natural persons or corporate entities from any legal jurisdiction. Each Netherlands CV company is obligated to register its partners with the Netherlands Trade Register (Kamer Van Koophandel).
The legislation pertaining to Netherlands CV companies does not categorize individuals as shareholders.
Authorized Share Capital
No specific minimum capital requirements exist; the determination is typically made within the Partnership Agreement.
The process for establishing a CV usually takes 3-5 working days.
The name of a Netherlands CV company must conclude with the terms “Commanditaire Vennootschaap” or the suffix “CV.” Incorporating names containing restricted words such as “Bank,” “Insurance,” “Trust,” etc., is subject to approval only when the company holds an appropriate national operating license.
There is no statutory obligation to appoint a Company Secretary.
Beneficial Ownership Information
Information regarding the ultimate beneficial ownership must be disclosed to the Registered Agent of the company and is maintained confidentially by the agent.
Filing of Annual Return
An Annual Return is mandatory and must be submitted every 12 months following the registration date.
Filing of Financial Statements
This requirement is contingent upon the residency status of the Limited Partners (LP) for tax purposes.
For Netherlands CV companies with non-resident partners, the corporate tax rate is set at 0%.
CV companies are not recognized as residents for tax purposes in the Netherlands, thus rendering them ineligible to benefit from the Double Tax treaties established by the Netherlands with other countries.
Benefits of Dutch Limited Partnership (CV)
A CV is fundamentally a contractual arrangement between one or more general partners and one or more limited partners. Although a CV agreement can be informally concluded, it is common practice to establish a CV via a written agreement (contract), often executed as a notarial deed by a Dutch civil-law notary.
The establishment of a CV is straightforward and can be accomplished in a matter of days. Dutch law does not impose specific requirements regarding the content of the CV agreement, allowing for a high degree of contractual freedom. Moreover, there are no restrictions on the identity of the partners, enabling residents and non-residents, as well as individuals and corporate entities, to participate in a CV.
The management of a CV is primarily the responsibility of the general partner(s). It is essential to note that general partners can be held liable for the CV’s debts. In contrast, limited partners typically provide the financial backing for the CV.
Limited partners are not involved in the active management of the CV under any circumstances. Deviating from this principle results in the limited partner assuming liability for the CV’s debts and obligations. Partners possess the freedom to determine their respective shares of the CV’s profits, with varying profit allocations allowed. For instance, a distribution of profits such as 0.001% for the general partner and 99.999% for the limited partner is permissible.
In international structures, it is common for a CV to have only one general partner, often represented by a designated corporate entity. This entity is usually a Dutch foundation, provided and managed by a Dutch fiduciary service provider. This arrangement is designed to mitigate liability risks, primarily due to two key reasons:
The CV lacks legal personality and cannot hold legal title to assets. As such, legal title to the CV’s assets is held by the general partner, who assumes responsibility for these assets on behalf of the CV.
The Dutch Foundation is not intended for conducting business activities and, when serving as a general partner, refrains from engaging in any other business operations. Consequently, this structure minimizes potential liability risks to a great extent.
Tax Aspects of Dutch Limited Partnerships (CV)
For Dutch tax purposes, a Dutch Limited Partnership (CV) can be categorized as either “closed” (tax transparent) or “open” (tax non-transparent). Under Dutch tax legislation, a CV is considered “closed” if the admission and substitution of limited partners require unanimous consent from all other partners. Therefore, the partners have the flexibility to determine whether the CV should be tax transparent or non-transparent by incorporating appropriate provisions in the CV agreement. Any CV that does not meet the criteria for a “closed” CV is considered “open.” Notably, the tax treatment of an “open” CV closely resembles that of a Dutch company, rendering it subject to Dutch corporate income tax.
Tax Planning Opportunities
The “closed” CV is a widely favored international tax planning tool due to its tax transparency and high degree of flexibility. With tax transparency, profits of the CV are allocated to partners in proportion to their respective interests in the CV for Dutch tax purposes. When partners are not tax residents of the Netherlands, they are generally exempt from Dutch taxation concerning their share of CV profits, as long as they do not generate Dutch source income through the CV. Dutch source income encompasses activities carried out in the Netherlands, substantial shareholdings in Dutch resident companies, and real estate located in the Netherlands. Here are two common international tax planning structures employing a CV:
- CV as a Portfolio Investment Holding Company
- CV as a Trading Entity
CV as a Portfolio Investment Holding Company
In this setup, a “closed” CV serves as a vehicle for holding portfolio investments. Typically, the limited partner holds a 99.999% interest in the CV, while the general partner holds a 0.001% interest. Both the limited and general partners are based outside the Netherlands. Although the CV is tax transparent for Dutch tax purposes, it is considered tax non-transparent in the home country of the limited partner. Consequently, the limited partner is usually not obligated to report income unless they receive profit distributions from the CV. This arrangement allows for a significant tax deferral, enabling the reinvestment of profits over an extended period. Moreover, distributed profits may qualify as tax-exempt income under the participation exemption regime for the corporate limited partner.
CV as a Trading Entity
In this scenario, the CV engages in international trade. The CV, acting as an agent, receives instructions from a company (Principal) located in a low-tax jurisdiction to conduct specified trading activities on the Principal’s behalf. While the Principal can be a partner in the CV, it is not a requirement. Profits realized by the CV from these trading transactions are not subject to Dutch taxation due to the tax-transparent nature of the CV.
Various partnership forms exist in the Netherlands, with the most common being:
- The private unlimited partnership (“Maatschap”)
- The collective unlimited partnership (“Vennootschap onder Firma” or “VOF”)
- The limited partnership (“Commanditaire Vennootschap” or “CV”)
Partnerships like the VOF and Maatschap are regarded as tax-transparent entities for Dutch income tax purposes. Each partner is taxed individually for their share of the partnership’s income. Partners are required to report this income in their annual tax returns as income from entrepreneurship in Box 1.
A CV comprises partners with limited liability (the Limited Partners) and partners with unlimited liability (the General Partners). The tax treatment of Limited Partners is contingent on the CV’s tax status.
Open and Closed Limited Partnerships (CV) in a Dutch Limited Partnership
From a tax perspective, two distinct forms of CVs must be recognized: open CVs, where partners can freely transfer or enter without requiring consent from all partners, and closed CVs, where this is not the case. In the context of income tax, participation in an open CV is akin to participating in a corporation, subjecting Limited Partners to tax treatment similar to shareholders in a corporation.
An open CV is subject to Dutch corporate income tax for the income allocated to Limited Partners, which is typically taxed as income from substantial shareholding (Box 2) or income from savings and investments (Box 3), unless special circumstances apply.
In a closed CV, Limited Partners are treated similarly to General Partners for income tax purposes, and each partner is individually taxed based on their share of the partnership’s income. This is the default unless specific conditions necessitate a different tax treatment.
About Dutch Limited Partnership with TBA Associates
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