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Doing business in the Netherlands 112.7.5 Limited partnership (Commanditaire vennootschap,CV)A limited partnership is a special form of the generalpartnership (VOF) which has both active and limited(or silent) partners. A general partner is active as anentrepreneur and is liable, as in the case of the generalpartnership. The silent partner, however, tendsto finance the business and stays in the background.The limited partner is liable only up to the amount ofhis capital contribution. He is not allowed to act as ageneral partner and his name cannot be used in thename of the partnership. However, in the event that alimited partner would promote or otherwise beactively involved in the business he would becomeliable as if he were a general partner.2.8 Dutch business entities formed pursuant to EURegulationsIn addition to the business entities which are incorporatedpursuant to the Dutch Civil Code, theNetherlands being an EU member state, pursuant tovarious EU directives,allow the following businessentities to be incorporated in the Netherlands:2.8.1 European Company (SE)Since 8 October 2004 a European Company(Societas Europaea (SE); Council Regulation (EC)No 2157/2001) can be incorporated in theNetherlands. A holding SE can be set up by two ormore public limited liability companies or privatelimited liability companies of which at least two ofthem (a) is governed by the law of a different EUMember State, or (b) has for at least two years had asubsidiary company situated in another EU MemberState. In the Netherlands an SE has the form of aN.V. A public limited-liability company, formed underthe laws of another EU Member State can be convertedinto an SE registered in the Netherlands, ifsuch company for at least two years has had a subsidiarycompany in the Netherlands. A holding SE canfreely incorporate further SE’s in any EU MemberState. The issued capital of a SE at least amounts to€ 120,000.- The advantage of an SE as opposed to aN.V. was the SE’s ability to transfer its registeredoffice to another EU Member State.2.8.2 Cross Border Conversion into a B.V. or N.V.Pursuant to the judgments of the European Court ofJustice of 13 December 2005 in the Sevic-case, of 16December 2008 in the Cartesio-case, and of 12 July2012 in the Vale-case, pursuant to the right of freedomof establishment another EU Member State isobliged to allow and acknowledge a cross borderconversion of a Dutch N.V. into a company subject tothe laws of that EU Member State. Although in mostEU Member States the cross border conversion hasnot yet been codified, which may complicate thesecure implementation thereof subject to the lawsof the EU Member States involved, a cross borderconversion of a public or private limited liabilitycompany existing under the laws of another EUMember State into a Dutch B.V. or N.V. can in principlebe effectuated. The choice for a cross borderstructuring via an SE instead of an implementationof a cross border conversion would be mainlybecause at present only the SE Regulation providesa clear outline of all requirements of the structuringprocess.2.8.3 European Cooperative Society (SCE)Since 16 August 2006 a European CooperativeSociety (Societas Cooperativa Europaea (SCE);Council Regulation (EC) No 1435/2003) can beincorporated in the Netherlands by among othersfive natural persons or entities of at least two differentEU Member States. As opposed to a Dutch cooperativethe SCE has a capital divided by shares andcan transfer its registered office to another EUMember State.2.8.4 European Economic Interest Grouping(EEIG/EESV)Originally, the Europees EconomischSamenwerkingsverband (EESV) was introduced in1985 by the European Commission (EEG 2137/85) toserve as a cross-border operating company withmembers within the European Community. An EESVincorporated in the Netherlands has legal personality,and may not be focussed on profit-making. Forthe structuring of European business activitiesthrough the Netherlands, since 2004 a SE is a moreobvious business entity choice.2.9 Management assistance: Licensed trustcompanyA trust company is entitled to provide corporatetrust services, such as the administration and managementof a company that conducts business in theNetherlands. In addition, a trust company is allowedto offer domiciliation services to foreign companiesand can take care of (required) administrative services,such as the preparation of annual reports. Incertain instances the trust company is the (sole)director of the company for which it provides the