Guide to Doing Business
in Suriname

The partnerships

The forms of partnerships under Surinamese law are the general partnership codified in the Surinamese Civil Code and the limited partnership as codified in the Surinamese Commercial Code.  The partnerships are construed on the basis of an authentic (notarial) deed or private deed and are required to be registered with the Surinamese Chamber of Commerce when the partnerships act as a business. A Civil Code partnership is not a legal entity, a Commercial Code private partnership neither, but the Commercial Code limited company is a legal entity.

The general partnership

The forms of partnerships under Surinamese law are the general partnership codified in the Surinamese Civil Code and the limited partnership as codified in the Surinamese Commercial Code.  The partnerships are construed on the basis of an authentic (notarial) deed or private deed and are required to be registered with the Surinamese Chamber of Commerce when the partnerships act as a business. A Civil Code partnership is not a legal entity, a Commercial Code private partnership neither, but the Commercial Code limited company is a legal entity.

The limited partnership

The limited partnership (the Commercial Code based commanditaire vennootschap) is the partnership between one or more (jointly and severally liable) partners and one or more investors (‘silent partners’) who contribute a certain amount of capital to the  partnership. The liability of the investor is, in principle, limited to the amount of capital contributed and the investor is prohibited to act in the name or on behalf of the partnership (including on the basis of a power-of-attorney). The investor is, in principle, (only) liable for an amount to the value of the capital contributed. However, investors not complying with the prohibition to act in the name of the limited partnership are jointly and severally liable for the debts and obligations of the partnership.