A Dutch limited partnership, or commanditaire vennootschap, is a business structure with at least one managing partner who runs the business and at least one silent partner who contributes capital.
A CV can be useful when an active founder wants to start a business with a financial backer, but it must be reviewed carefully. Managing partners can be personally liable, silent partners must avoid acting like managers, and the tax position depends on the partners and activities.
NetherBridge Partners helps international founders compare a CV with a BV, VOF or branch, prepare the KVK and UBO registration route, coordinate the CV agreement, and arrange tax, accounting, payroll and compliance after setup. For a broader overview, see our guide to company formation in the Netherlands.
A Dutch CV is usually chosen when one or more people actively run a business and one or more investors provide capital in the background. It is simpler than a BV in some cases, but it does not give managing partners the same liability protection as a company with legal personality. Before registration, the key questions are: who manages, who invests, who may sign, how profits are divided, what the tax consequences are, and whether a BV would be safer.
These are the practical points most founders and investors want clear before choosing a limited partnership.
| Topic | What you need to know |
|---|---|
| Legal form | A CV is a Dutch partnership structure. Under current rules, it is not a legal entity in the same way as a BV. |
| Partners | A CV has managing partners who operate the business and silent partners who contribute capital but do not manage the business. |
| Liability | Managing partners can be personally liable for CV debts. Silent partners generally risk their contribution, unless they act like managing partners or their name is used in the CV. |
| Registration | The CV must be registered in the KVK Business Register. Managing partner details are registered, while the number of silent partners and their total contribution are recorded. |
| UBO register | UBOs must be identified and reported to KVK. A CV can have one or more UBOs, for example people with a significant economic interest or control. |
| CV agreement | A written CV agreement is not mandatory, but it is highly recommended to avoid disputes about contributions, profit sharing, authority, exits and liability. |
| Tax | Tax treatment depends on the partners and activities. From 2025, a CV is generally transparent for Dutch corporate income tax, unless another rule applies. |
| Employees | A CV can hire staff. If it does, employer registration, payroll taxes and social contributions must be arranged. |
| Foreign founders | Foreign founders may be able to use a CV, but Dutch business activity, address, identification, tax and banking points should be checked before setup. |
Factual references: Business.gov.nl limited partnership guidance, KVK CV guidance, Dutch Tax Administration CV tax guidance, KVK partnership law update.
A limited partnership is not the default choice for every Dutch business. It is most relevant when capital and management are intentionally separated.
A CV can work when one partner runs the business and another partner contributes capital without taking a management role.
For some early-stage or project-based ventures, a CV can be more flexible than immediately forming a BV.
Silent partners can receive a share of profits while staying outside day-to-day business management.
A CV may be considered for private investment or family participation structures, subject to tax and legal review.
Some businesses begin with a CV and later convert to a BV when liability, banking, investment or growth needs change.
If limited liability, external investors, holding-company planning or international scaling matter, a Dutch BV may be more suitable.
Choosing the right Dutch legal structure affects liability, tax, signing authority, banking and future growth. A CV should normally be compared with a BV and VOF before registration.
| Structure | Best suited for | Main difference |
|---|---|---|
| Limited Partnership (CV) | Businesses with active managing partners and one or more silent financial partners. | Silent partners can invest without managing. Managing partners can still be personally liable. |
| Private Limited Company (BV) | Trading companies, subsidiaries, holding companies, startups, investor-backed businesses and structures needing limited liability. | A BV has legal personality, shareholders and shares. It requires a Dutch civil-law notary for incorporation. |
| General Partnership (VOF) | Businesses where all partners are actively involved in running the company. | There are no silent partners. Partners are generally personally liable for the obligations of the business. |
| Branch | Foreign companies expanding into the Netherlands without forming a separate Dutch company. | The foreign company remains directly connected to the Dutch activities and liabilities. |
Dutch partnership rules are being modernised, but the effective date is not yet known. If you are setting up a CV for long-term use, the structure should be checked against current law and expected reforms before registration.
The registration is usually simpler than forming a BV, but the preparation should still be precise because partner authority and liability can have serious consequences.
We compare the CV with a BV, VOF or branch based on liability, tax, banking, investors, activities and long-term plans.
We map who will run the business, who contributes capital, what each partner contributes and how profits or losses will be shared.
The agreement should cover authority, contributions, profit sharing, decision-making, exits, death, disputes and restrictions for silent partners.
We collect the business name, activities, address, partner details, contribution information, identity documents and any corporate partner documents.
The CV is registered in the Business Register and UBO information is prepared for KVK based on ownership, economic interest and control.
After registration, the CV may need VAT, payroll, bookkeeping, banking preparation, tax filings and ongoing compliance support.
Liability is usually the most important reason to get advice before choosing a CV. The wrong partner role or signing arrangement can create personal exposure.
Managing partners run the business and can be personally liable for CV debts and obligations, including debts created by another managing partner.
A silent partner generally risks the money or assets they contribute. That protection can be lost if the silent partner acts like a managing partner.
Authority should be agreed clearly. If no limits are recorded, managing partners may have broad authority to sign contracts for the CV.
A CV can grant power of attorney to another person, such as a staff member, with clear limits on what that person may sign.
A silent partner should not negotiate contracts, present themselves as a managing partner, sign on behalf of the CV or allow their name to be used in a way that creates confusion. These actions can create liability risk.
A written CV agreement is one of the most important documents for preventing disputes between managing partners and silent partners.
A CV can be registered without a formal notarial deed, but that does not mean the partners should rely on verbal arrangements. The agreement is where the commercial deal, authority rules and exit arrangements are written down.
For international founders, the agreement also helps banks, accountants and advisors understand who controls the business, who contributes capital and who may act on behalf of the partnership.
The exact requirements depend on whether the partners are individuals, foreign residents, Dutch entities or foreign companies.
Foreign documents may need translation, legalisation or apostille. Banking and tax onboarding can take longer than KVK registration.
A simple CV registration is different from a cross-border structure with corporate partners, tax review, agreement drafting, VAT registration, payroll and bank onboarding. We scope the work before giving a quote, so you know what is included and what is not.
A CV is not only a registration choice. It also affects income tax, VAT, payroll, financial records and sometimes foreign partner reporting.
Managing partners may be treated as entrepreneurs for income tax if they meet the relevant conditions. Silent partner income also needs tax review.
For VAT, the CV can be treated as the entrepreneur. VAT registration and VAT returns may be required depending on activities.
From 2025, a CV is generally transparent for Dutch corporate income tax unless another rule applies, such as reverse hybrid rules or fund-related rules.
The CV must keep proper business records. Some CVs, including cases with foreign managing partners, may need additional filing review.
If the CV hires employees, payroll tax, employer registration, employment administration and social contributions must be arranged.
Banks commonly ask for partner roles, ownership, control, source of funds, business activities, address and expected transactions.
A CV should be set up with the future in mind. Partners may join, leave, pass away, stop investing or decide that a BV is better later.
Partner changes should be recorded in the CV agreement, KVK details and UBO register where applicable.
A BV may become more suitable when the business grows, raises investment, hires staff or needs stronger liability separation.
Ending a CV usually requires dissolution, settlement with the Tax Administration and deregistration from the KVK Business Register.
We help you choose the right legal structure and handle the practical setup work needed to operate compliantly after registration.
We compare a CV with a BV, VOF, branch or other Dutch legal form before you commit to registration.
We prepare partner, activity, contribution, address and UBO information for a cleaner registration process.
We help coordinate the commercial and legal points that should be documented before the CV starts trading.
We review VAT, income tax, corporate partner taxation and Dutch tax compliance requirements.
We support bookkeeping, VAT returns, payroll setup and ongoing accounting after registration.
We help with partner changes, UBO updates and corporate governance and registry services.
A CV touches company formation, liability, tax, registration, banking and administration. We connect these points before the structure is registered.
We work with foreign founders, foreign partners, corporate investors and cross-border business structures.
We first check whether a CV is actually the right answer, instead of simply registering the fastest available structure.
We can continue with VAT, payroll, bookkeeping, registry updates and annual tax filings.
Send us your partner structure, activities, countries involved and whether you have a silent investor. We will outline the likely registration route, key risks and next steps.
A Dutch limited partnership, or commanditaire vennootschap, is a partnership with at least one managing partner and at least one silent partner. The managing partner runs the business. The silent partner contributes capital and does not manage the business.
Under current Dutch rules, a CV does not have legal personality in the same way as a BV. This is one reason managing partner liability must be reviewed carefully. Partnership law is expected to be modernised, but the effective date is not yet known.
A notarial deed is usually not required to register a CV. However, a written CV agreement is strongly recommended, and legal or notarial support may be useful for more complex partner arrangements.
Foreign founders may be able to use a Dutch CV, but they should check Dutch business address, local activity, identification, tax, UBO, banking and document requirements before registration.
Yes. A CV registered in the Netherlands needs a business address for KVK registration. If the visiting address is also a home address, shielding options may need to be checked separately.
Managing partner details are registered with KVK. For silent partners, the number of silent partners and their total contribution are recorded, but you do not usually register each silent partner in the same public way. UBO registration still needs separate review.
A silent partner can create liability risk by acting like a managing partner, signing contracts, negotiating externally as if they manage the business, or allowing their name to be used in the CV in a way that misleads third parties.
Yes. A CV can hire employees. If it does, employer registration, payroll taxes, employment administration and social security contributions must be arranged.
Not always. A CV can be useful for an active founder with a silent investor, especially in simpler or lower-risk cases. A BV may be better where limited liability, shareholders, external investment, holding-company planning or scaling are important.
The tax position depends on the partners and activities. From 2025, a CV is generally transparent for Dutch corporate income tax unless another rule applies. VAT, income tax, payroll tax and foreign partner tax points should be reviewed before setup.
Yes, a CV can be changed into another legal structure, including a BV. The tax, legal, accounting and registration consequences should be reviewed before conversion.
Yes. NetherBridge Partners can support VAT registration, bookkeeping, payroll, annual tax filings, registry changes, UBO updates, accounting and ongoing Dutch compliance after the CV is registered.
NetherBridge Partners helps you choose the right Dutch structure, prepare CV registration, arrange UBO and tax steps, and keep the business compliant after formation.
NetherBridge Partners specialises in supporting entrepreneurs with the incorporation of a Dutch Limited Liability Company (BV), as well as providing accounting, legal, tax, and advisory services in the Netherlands.
