Silent Partnership Agreement Template for Netherlands

The Silent Partnership Agreement is a crucial document used in the Netherlands when establishing a business relationship where one partner wishes to invest capital while remaining anonymous to third parties. This arrangement, formally known as a "Stille Vennootschap" under Dutch law, is particularly valuable for businesses seeking private investment without public disclosure of their investors' identities. The agreement covers essential aspects such as capital contributions, profit-sharing mechanisms, management rights, and confidentiality provisions. It's commonly used in situations where investors want to participate in business profits while limiting their public exposure and involvement in day-to-day operations. The document must comply with Dutch Civil Code requirements, tax regulations, and commercial law principles, making it essential to have proper legal guidance during its preparation and execution. This type of agreement is particularly relevant for private investments in established businesses, start-ups seeking silent capital, and family business arrangements.

1. Parties: Identification of the active partner and silent partner(s), including full legal names and addresses

2. Background: Context of the partnership formation, business purpose, and general intent of the parties

3. Definitions: Key terms used throughout the agreement

4. Partnership Structure: Legal form of the partnership and confirmation of silent partner status

5. Capital Contributions: Details of initial and any subsequent capital contributions from both partners

6. Profit and Loss Sharing: Formula and mechanics for distribution of profits and allocation of losses

7. Management and Control: Rights and limitations of the active partner in managing the business

8. Silent Partner's Rights: Information rights and limitations on involvement in management

9. Confidentiality: Obligations to maintain the silent partner's anonymity and protect business information

10. Duration and Termination: Term of the partnership and circumstances for termination

11. Financial Records and Reporting: Requirements for maintaining books and providing financial information to silent partner

12. Tax Matters: Tax treatment and responsibilities of the partners

13. Representations and Warranties: Standard declarations by both parties

14. Governing Law and Jurisdiction: Confirmation of Dutch law application and dispute resolution mechanism

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability