GCV supports proposal for partnerships with legal personality

The Joint Committee on Company Law (GCV) wholeheartedly supports a system in which partnerships can have legal personality. The committee states this in its advisory report on three draft laws for the modernization of partnerships.

The draft proposals consulted constitute the new, modern legal framework for partnerships (general partnerships, general partnerships, and limited partnerships). They concern the civil law regime, tax measures, and several implementing provisions (including transitional law). In its advisory report , the committee addresses the civil law regime and the implementing provisions. Regarding the tax measures, the GCV, with a few comments, leaves the substantive response to tax experts.

Objective
The committee considers the arrangement with silent partnerships without legal personality and public partnerships with legal personality an improvement over the previously proposed system. Whether one or the other type is involved is determined based on actual conduct. Given the far-reaching consequences of becoming a public partnership, the GCV recommends introducing a clearer, more objective system. This could include a system under which the distinction between silent and public is aligned with registration in the Trade Register. A partnership not registered in the Trade Register is silent, while a registered partnership is public and has legal personality.

Merger, demerger and conversion
The GCV understands that, to ensure the smooth implementation of the legislation, it has been decided to include the merger and demerger of public partnerships at a later date. Furthermore, the GCV welcomes the inclusion of a provision that allows for the conversion of and into a public partnership. However, the (practical) implementation of this provision still requires detailed attention.