Dutch Limited Partnership
(Commanditaire Vennootschaap, CV)

The Netherlands is not generally considered a tax haven or low tax jurisdiction but the country is well regulated. It is considered an open, top tier jurisdiction that welcomes international business and boasts millenary experience in the trade, financial services, and more.

The Netherlands is a highly developed member state of the EU, and jurisdiction with a standard level of taxation. The rate of corporate tax in the Netherlands is 25%. However, Dutch legislation provides the opportunity of registering and using Netherlands entities with a zero rate of tax using a vehicle known as a Commanditaire Vennootschaap (CV), similar in its composition to most limited partnerships in other jurisdictions.

The CV is a limited partnership having no less than two partners. One of the partners is a General Partner, while the other partners have the status of Limited Partner.

The legislation by default provides that the operating body of a CV company is the General Partner. However, there are no restrictions to appoint additional persons to the position of director or manager of a CV company. Nonetheless, the General Partner bears the basic responsibility for the commercial activity and for the financial obligations of a CV company.

CV administration

Basic CV requirements

The C.V. consists of at least two partners: a general partner; or one or more limited partners. The relationship between the partners is established by way of a Limited Partnership Agreement that includes their respective percentage of ownership.

The partnership agreement will include a restriction on the inclusion of a new limited partner or the removal of an existing partner.

The general partner is entrusted with the representation of the C.V. in regard to its business activities. By contrast, limited partners may not be involved in the active conduct of the C.V.’s business.

The percentage of ownership held by the general partner can be small or large depending on the agreement reached 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.

Benefits of Dutch Limited Partnership CV

Legal aspects

A CV can be set up easily and within a few days. Dutch law does not include requirements as to the contents of the CV agreement, pursuant to the principle of contractual freedom. Also, there are no requirements with regard to the identity of the partners. Hence, residents, as well as non-residents, can be partners in a CV, while the partners can be private individuals as well as corporate bodies.

The management of the CV must be performed by the general partner(s). The general partner(s) can be held liable for the debts of the CV. While the general partner is entrusted with the management of the CV, the limited partner is typically the party that provides the funding of the CV.

The limited partner may under no circumstances be involved with the management of the CV; violation hereof means that the limited partner also will become liable for any debts and obligations of the CV. It should also be noted that the partners are free to determine their respective interests in the profits of the CV. While no partner may be completely deprived of the profits of the CV, a profit allocation of e.g. 0.001% for the general partner and 99.999% for the limited partner is allowed.

In international structures, it is common that the CV only has one general partner. This general partner is typically a designated corporate entity, often a Dutch foundation, provided and managed by a Dutch fiduciary service provider. This is basically for two reasons:

Tax aspects

Hence, the partners are free to decide whether or not the CV should be tax transparent or not, by including adequate provisions in the CV agreement. Any CV which is not “closed”, is considered “open”. For completeness sake, we note that the Dutch tax treatment of an open CV is very similar to the tax treatment of a Dutch company, i.e. it is liable to Dutch corporate income tax.

Profit distributions by a “closed” CV to its partners are not subject to Dutch withholding taxes. Furthermore, the contribution of assets to a CV does not trigger any (capital) taxes.

CV as a portfolio investment holding company

Hence, the limited partner is mostly not required to report any income, as long as he does not receive any profit distributions from the CV. As such, a significant tax deferral can be achieved, allowing the profits of the CV to be reinvested for as long as desired. Furthermore, distributed profits could qualify as tax-exempt income under the participation exemption regime at the level of the corporate limited partner.

CV as a trading entity

We have extensive experience with trading structures and can advise on all aspects for the setting up of a proper functioning trading structure. Furthermore, it should be noted that a similar set-up with a “trading” CV is in principle also possible for the international routing of services.

Income taxation

There are various forms of partnerships in the Netherlands. The most common forms of partnerships are:

• The private unlimited partnership (in Dutch, “Maatschap”);
• The collective unlimited partnership (in Dutch, “Vennootschap onder Firma” or “VOF”);
• The limited partnership (in Dutch, “Commanditaire Vennootschap” or “CV”).

The partnerships referred to above, have the mutual characteristic that they do not have legal personality, meaning that they cannot themselves enter into agreements or own assets. The VOF and the CV can however under Dutch law have equity separated from their owners.

For the levy of Dutch income tax, the VOF and the Maatschap are always treated as tax transparent entities. This implies that each partner is taxed for his/her share in the income of the partnership as if it was earned directly and each partner should report this income in his/her own annual income tax return as income from entrepreneurship in Box 1.

A CV has per definition partners with limited liability (the Limited Partners), but also partners with unlimited liability (the General Partners).

For the General Partner, the CV is always considered tax transparent, meaning that for the levy of income tax the general partner is, in essence, treated the same way as partners in a Maatschap or VOF: each partner is taxed for his/her share in the income of the partnership as if it was earned directly.

The tax status of the Limited Partners is dependent on the tax status of the CV.

Open and closed Limited Partnerships (CV) in a Dutch Limited Partnership

Dutch Limited Partnership with TBA Associates

The TBA Associates experts will enable you to make the right decisions, while you receive constant guidance as you need it, during the process. The team will assist you in planning and implementing strategies that will enable you to conduct your financial affairs with absolute confidentiality in an environment free from adverse tax laws.