Dutch Limited Partnership (CV)
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
From a tax perspective, two forms of CV’s must be distinguished: the CV whereby the partners can freely transfer/exit/entry without consent of all partners (a so-called “Open CV”) and the CV whereby this is not the case (a so-called “Closed CV”).
For the Limited Partner, the participation in an Open CV resembles the participation in a Corporation, and therefore the Limited Partner is taxed the same way as shareholders in a corporation would be taxed.
The Open CV itself is subject to Dutch corporate income tax for the income allocable to the Limited Partners. The income of a Limited Partner in an Open CV is in most cases taxed as income from substantial shareholding (Box 2) or income from saving and investments (Box 3) unless special circumstances apply.
The Limited Partner in a Closed CV is treated similarly as the General partner: for the levy of income tax, they have basically 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, unless special circumstances apply.
Dutch Limited Partnership With TBA Associates
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