The explicit aim of keeping the partnership a low-threshold legal form is, at first sight, quite understandable given its users. These mainly operate in small and medium-sized Dutch enterprises. However, partnerships are also used outside these circles. In particular, the Dutch limited partnership (commanditaire vennootschap) is also used in complex financial structures (such as fund and financing structures discussed in more detail in this article), which are subject to financial regulatory law and usually do not exclusively have Dutch partners. Issues such as the holding of the legal title of the partnership’s assets and the admission and withdrawal of partners are usually already sufficiently catered for in the partnership agreement and/or the applicable rules of financial regulatory law. These partnerships will now have the legal personality mandatorily imposed on them if the provisions as included in the Second Preliminary Draft would enter into force. However, the reasons for these provisions do not apply to such partnerships while they do suffer the disadvantages thereof. This article therefore proposes an alternative regime with optional legal personality for limited partnerships that can be used in financial structures.
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