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There are several advantages in the choice of a Netherlands C.V. ("Commanditaire Vennootschap") or Limited Partnership as a tax-deferring vehicle for passive investments by entrepreneur in all kinds of securities, in real estate (located in countries other than the Netherlands) and may maintain bank accounts among others.

 

Formation. In order to establish the Dutch Limited Partnership (“C.V.”), a partnership agreement will have to be signed between two (or more) partners, of whom at least one will be the limited partner and one will be the general partner. Both the limited and general partners can be individuals and/or legal entities. OLYMPUS SERVICES offers ready-made companies in Belize and provides the service to act as the nominee shareholder.

 

Registered Office and Agent. An IBC must appoint a Registered Agent and a Registered Office within the country.

 

Types of Partners and their Functions. The limited partner is normally the party that contributes the assets into the partnership and is not liable to third parties for debts of the partnership, provided that the limited partner refrains from active management.

 

Disclosure. A Dutch Limited Partnership that does not conduct a business in the Netherlands is not required to register with the Dutch Commercial Register. In case that registration is chosen, only the general partner needs to register. Anonymity can be saved by using nominees.

 

Bearer Shares. Bearer shares are not allowed in this jurisdiction.

 

Annual Costs. A Dutch Limited Partnership will not be subject to any annual fixed costs or fees except for the annual Domiciliation Fee (US$1,200).

 

Taxation. From the Dutch law point of view, the C.V. is considered fiscally transparent in the Netherlands, provided that it is a closed partnership. A partnership is considered "closed" if admission and substitution of partners and the transfer of participations is the subject to the consent of all partners.

 

Transparency in this context means that the profits of the partnership are taxed at the level of the partners. If the Dutch Limited Partnership is considered fiscally transparent in the Netherlands and the Dutch Limited Partnership does not conduct businesses in the Netherlands, the Dutch tax authorities will not issue a statement of residence, indicating that the Dutch Limited Partnership is a resident of the Netherlands.

 

There will be no Dutch corporate income tax liability on income or profits generated by the partnership, provided the partners of a closed partnership are not residents of the Netherlands and do not trade or conduct businesses in the Netherlands and provided the partnership’s principal place of business is located outside the Netherlands.

Annual accounts. In the case of a closed C.V., transparent for Dutch tax purposes, the Dutch Limited Partnership is not required by law to prepare and publish annual accounts.

 

Powers of Attorney. An IBC may grant general or special Powers-of-Attorney to any person, to act on its behalf and to execute contracts, agreements, deeds and other instruments. These powers are not recorded in the Public Registry.