De Beer

De BeerINTERNATIONALknowledge partnerof private companiesA partnership is an arrangement by means of which at least two partners, who may be individuals or legal entities,agree to conduct a joint business. Each partner brings money, goods and/or manpower into the business. Each partneris personally, either jointly or severally, liable for all the obligations of the partnership. A partnership does not possesslegal personality.A public partnership (openbare maatschap) participates in judicial matters under a common name. The possessions ofa public partnership are legally separated from the possessions of the partners.General/commercial partnership (VOF)A general partnership can be defined as a public partnership that conducts a business instead of a profession. A publicpartnership and the partners must be registered in the Commercial Register at the Chamber of Commerce.A limited partnership (CV)A limited partnership is a special form of the general partnership (VOF) which has both active and limited (or sleeping/silent) partners.An active partner is active as an entrepreneur and is liable, as in the case of the general partnership.The silent partner, however, tends to finance the business and stays in the background. The silent partner is liable onlyup to the amount of his capital contribution. He is not allowed to act as an active partner and his name cannot beused in the name of the partnership. If the silent partner enters the business (to provide extra finance for growth) hebecomes liable as an active partner.Sole proprietorship (eenmanszaak)In the case of a sole proprietorship (eenmanszaak), 1 (natural) person is fully responsible and liable for the business. Asole proprietorship does not posses legal capacity and there is no distinction between the business assets and privateassets of the natural (person).Legislative proposalThere is currently a bill pending in the Dutch Parliament which provides for replacement of the partnerships describedabove by a new legal form of partnership. Depending on whether it is public or not, it will be possible for such apartnership to obtain legal personality and, consequently, to hold property, to contract in its own name, to sue and besued. Obtaining legal personality, however, does not result in a reduction of the liability of the owners or partners inthe partnership. This new form of partnership will be introduced in the Dutch Civil Code in the near future.Trust companyA trust company is entitled to perform corporate trust services, such as the administration and management of a companythat conducts business in the Netherlands. A trust company can take care of (required) administrative services,such as the preparation of annual reports. In certain instances the trust company is the (sole) director of the companyfor which it provides the services.Intellectual propertyThe Benelux Convention on Intellectual Property regulates the provisions regarding the registration, use and protectionof trade marks, designs and models in the Netherlands, Belgium and Luxembourg.Trademarks can be names, drawings, stamps, letters, numbers, shapes of goods or packages and all other signs usedto distinguish the goods of one company from those of others. A registered trademark is protected for a period of 1010 Doing business in The Netherlands