Guide to Doing Business
Within the BES islands’ legislation there are three forms of partnerships:
A regular partnership, referred to as the Maatschap, 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 partners are equally liable for the obligations of the partnership.
A general partnership in which the individual partners are jointly and severally liable for the debts resulting from the enterprise of the partnership, is referred to as the Vennootschap onder Firma (VOF).
A limited partnership in which there is a distinction drawn between the limited partners and the general or managing partners, is referred to as the Commanditaire Vennootschap (CV). 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, contributes to the partnership a certain amount of capital. His liability is limited to the amount of capital contributed. A limited partner is prohibited from directly managing the affairs of the CV. However, he can represent the general partners as their attorney-at-fact. If a limited partner is involved in the direct 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.
Incorporation of the VOF and CV
All the abovementioned 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 abovementioned partnerships must be registered at the Trade Register of the Chamber of Commerce and Industry on Bonaire. It is not necessary to disclose the identity of limited partners. Foreign corporations and/or individuals can act as limited or as general or managing partner.