Guide to Doing Business
There are three forms of partnerships:
i. A regular partnership (maatschap);
ii. A general partnership (Vennootschap onder Firma or VOF); and
iii. A limited partnership (Commanditaire Vennootschap or CV).
Partnerships are formed by either a notarial deed or a private deed. The absence of a deed can, however, not be used to defeat the claims of third parties. The VOF and the CV must be registered at the Chamber of Commerce.
A regular partnership is incorporated by an agreement between two or more persons who agree to bring in certain assets in a common property with the purpose to share the benefits from the partnership. The benefits can be profit sharing, but could also be other benefits such as cost savings. The partnership may operate under the same name, in which case the partnership is regarded to be a public partnership (openbare maatschap). If the partnership does not operate under the same name, the partnership is regarded to be a so-called silent partnership (stille maatschap). The public partnership has its own capital, which is separated from the private capital of the partners. The partners are equally liable for the obligations of the partnership. The Civil Code of Aruba applies to the regular partnership.
A general partnership is a partnership in which the individual partners are jointly and severally liable for the debts resulting from the enterprise of the partnership. The general partnership is a species of the regular partnership. The partners in a general partnership conduct a business and operate under the same company name. The general partnership has its own capital which is separate from the private capital of the partners. The Civil Code of Aruba as well as the Code of Commerce of Aruba apply to the general partnership.
A limited partnership is a partnership where a distinction is made between the limited partners and the general or managing partners. The limited partnership is also a species of the regular partnership. The general or managing partners manage the affairs of the CV and represent it in dealings with third parties. They are jointly and severally liable for the debts resulting from the enterprise of the CV. A limited or “silent” partner, however, only contributes to the partnership a certain amount of capital, while his liability is limited to the amount of capital contributed. A limited partner is prohibited from managing the affairs of the CV. If a limited partner, disregarding the foregoing, is actually involved in the management of a CV he forfeits his right to the protection of limited liability and becomes jointly and severally liable for the debts resulting from the enterprise of the partnership, together with the general or managing partners.
It is not necessary to disclose the identity of limited partners in the Trade Register of the Chamber of Commerce and Industry. Foreign corporations and/or individuals can act as limited or as general or managing partner.