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The Dutch Limited Partnership (Comanditaire Venootschaap) CV

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The Dutch Limited Partnership (Comanditaire Venootschaap) CV

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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 which welcomes international business and boasts millenary experience in trade, financial services, and more.

The Netherlands is a highly developed member state of the EU, and a jurisdiction with a standard level of taxation. The rate of corporate tax in 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 Venootschaap (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 Partners.

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.

Dutch CV as an Attractive Planning Tool Basic CV Requirements

The C.V. consists of at least two partners:

A general partner

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.

C.V. Administration

Most C.V.s used in international planning for families and companies from countries that place restrictions and impose penalties on the use of no tax or low tax jurisdictions are used for the holding of passive investments, such as a bank or brokerage accounts. In practice, this is achieved as follows:

Ensuring that the financial institution with which the account is held will accept the C.V. as an account holder.

Satisfying the institution’s due diligence requirements.

The appointment by the C.V. of one or more limited attorneys-in-fact to operate the bank account (the beneficial owner can be selected as one of the persons).

Financial institution statements will be issued in the name of the C.V.

The annual administration of the C.V. will be the responsibility of the general partner who may undertake responsibility for the C.V.’s administration or contract with a specialist administrator, like Atrium, to administer the C.V.

Company type

Commanditaire Venootschaap (CV)

Directors/Officers

Netherlands CV companies require a minimum of 2 Partners, who may be natural persons or corporate bodies from any legal jurisdiction.

Each Netherlands CV company must file a Register of its Partners with the Netherlands Trade Register (Kamer Van Koophandel)

Shareholders

The legislation on Netherlands CV companies does not consider a status of shareholders.

Secretary

There is no statutory requirement for a Company Secretary to be appointed.

Authorised share capital

No minimum capital requirements; to be decided on the Partnership Agreement.

Company Names

The name of Netherlands CV company must end with the wordsCommanditaire Venootschaap, or suffix“CV”.

Company names containing restricted words such as“Bank”, “Insurance”, “Trust”, etc. will not be permitted unless an appropriate national operating licence has been obtained by the company.

Beneficial Ownership information

Information with regard to ultimate beneficial ownership must be disclosed to the Registered Agent of a company and is held by the agent on a confidential basis.

Filing of Annual Return

An Annual Return must be submitted every 12 months after the date of registration.

Filing of Financial Statements

Depending on the LP residency for tax purposes.

Corporate Taxation

Corporate Tax rate for Netherlands CV companies with non-resident partners is 0%.

Tax Treaties

CV companies are not regarded as residents for tax purposes in Netherlands, and therefore are not entitled to take advantage of Double Tax treaties concluded by Netherlands with other countries.

Timeframe for incorporation

3/5 working days.

Article supplied by TBA & Associates

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