Limited Liability Partnership Contract for the Netherlands

Limited Liability Partnership Contract Template for Netherlands

A comprehensive legal agreement governed by Dutch law that establishes a Limited Liability Partnership (Commanditaire Vennootschap) between general partners who manage the business and limited partners who invest capital. The document outlines the partnership structure, capital contributions, profit-sharing arrangements, management responsibilities, and liability limitations in accordance with the Dutch Civil Code and Commercial Code. It provides a framework for business operations while protecting limited partners' investments and defining general partners' management authority and obligations.

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What is a Limited Liability Partnership Contract?

The Limited Liability Partnership Contract is a crucial document used in the Netherlands when establishing a Commanditaire Vennootschap (CV), which combines active business management with passive investment. This agreement is particularly valuable for businesses seeking to attract capital investment while maintaining operational control with managing partners. The document complies with Dutch partnership law requirements and includes essential provisions for capital contributions, profit sharing, management structure, and liability limitations. It's commonly used in professional services, real estate development, and investment ventures where some partners want to participate as investors with limited liability while others manage the business operations. The contract must be properly executed under Dutch law and registered with the Dutch Chamber of Commerce (KvK).

What sections should be included in a Limited Liability Partnership Contract?

1. Parties: Identification of all partners, distinguishing between general partners (beherend vennoten) and limited partners (stille vennoten)

2. Background: Context of the partnership formation and intended business purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Partnership Formation: Declaration of partnership establishment, business name, and registered address

5. Business Purpose: Detailed description of partnership's business activities and objectives

6. Capital Contributions: Details of initial and any required future capital contributions from all partners

7. Management and Control: Management structure, decision-making processes, and voting rights

8. Rights and Obligations: Specific rights and obligations of general and limited partners

9. Profit and Loss Distribution: Formula and timing for distribution of profits and allocation of losses

10. Banking and Financial Matters: Banking arrangements, accounting principles, and financial reporting requirements

11. Transfer of Partnership Interests: Rules and procedures for transferring partnership interests

12. Addition and Withdrawal of Partners: Procedures for admitting new partners and handling partner withdrawals

13. Duration and Termination: Partnership term and conditions for termination or dissolution

14. Governing Law: Confirmation of Dutch law application and jurisdiction

15. Dispute Resolution: Procedures for handling disputes between partners

What sections are optional to include in a Limited Liability Partnership Contract?

1. Intellectual Property Rights: Provisions regarding ownership and use of IP when the partnership's business involves intellectual property

2. Non-Competition: Restrictions on partners' involvement in competing businesses, if relevant to the business context

3. Confidentiality: Detailed confidentiality obligations when dealing with sensitive business information

4. Insurance: Requirements for business insurance coverage when specific risks need to be addressed

5. Employment Matters: Provisions regarding employment of staff when the partnership intends to hire employees

6. International Operations: Additional provisions for partnerships operating across borders

7. Environmental Compliance: Specific provisions for businesses with environmental impact

8. Data Protection: GDPR compliance provisions when processing personal data

What schedules should be included in a Limited Liability Partnership Contract?

1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions

2. Schedule 2 - Partner Contact Details: Complete contact information for all partners

3. Schedule 3 - Business Plan: Initial business plan and strategic objectives

4. Schedule 4 - Management Structure: Detailed organizational structure and management procedures

5. Schedule 5 - Profit Sharing Ratios: Detailed calculations and examples of profit/loss distribution

6. Appendix A - KvK Registration Details: Chamber of Commerce registration information

7. Appendix B - Partnership Bank Account Details: Banking information and authorized signatories

8. Appendix C - Professional Licenses: Copies of required professional licenses and permits

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Consulting

Real Estate

Investment Management

Technology

Manufacturing

Healthcare

Architecture

Engineering

Financial Services

Media and Entertainment

Retail and Consumer Goods

Energy and Natural Resources

Agriculture

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Risk Management

Operations

Business Development

Executive Leadership

Administrative

Investment

Relevant Roles

Chief Executive Officer

Managing Partner

Legal Counsel

Chief Financial Officer

Business Development Director

Investment Manager

Corporate Lawyer

Finance Director

Operations Manager

Risk Manager

Compliance Officer

Partnership Administrator

General Counsel

Managing Director

Company Secretary

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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