Guide to Doing Business
Within Curaçao’s legislation there are three forms of partnerships:
A public partnership is a partnership that carries out a profession or business (or performs professional or business acts) and acts externally in a for third parties clearly identifiable manner under a name used by it as such. A public partnership is referred to as openbare vennootschap.
The possibility exists to convert a public partnership into an N.V. or a B.V., in which case the partners of the public partnership will become shareholders of the N.V. or B.V. by law, proportionate to their former share in the public partnership.
A silent partnership is a partnership that is not a public partnership and is referred to as stille vennootschap. Therefore, a partnership which does not carry out a profession or business or a partnership which does not participate in transactions is a silent partnership.
A limited partnership is a public partnership in which there is a distinction drawn between the limited partners and the general or managing partners and 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 a partnership
Curaçao law partnerships are formed by either a notarial deed or a private deed. The absence of a deed can, however, not be used to contest claims of third parties. Curaçao law partnerships must be registered at the Commercial Registry of the Chamber of Commerce and Industry. 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.