The forms of partnerships under Surinamese law are the regular partnership (maatschap), general partnership (vennootschap onder firma) and the limited partnership (commanditaire vennootschap). The partnerships are construed on the basis of an authentic (notarial) deed or private deed and, except for the regular partnership, are required to be registered with the Surinamese Chamber of Commerce when the partnerships act as a business.
The regular partnership (maatschap)
The general partnership is usually used for the conduct of a profession rather than for the conduct of a business. The regular partnership is incorporated by an agreement between two or more persons who undertake to bring something into the common property, with the aim of sharing the resulting benefit with each other. These benefits can be profit sharing, but could also be other benefits such as cost savings. The regular partnership commences upon the signing of the agreement, unless otherwise specified in the agreement and is not a legal entity.
The influence each partner has on the partnership is dependent on the agreement between the partners and is not determined by law.
When entering into agreements with third parties on behalf of the partnership, only the partner that is a party to such agreement, is responsible for the agreement.
The general partnership (vennootschap onder firma)
The general partnership is in contrast to the regular partnership used for the conduct of a business under a common name and is a species to the regular partnership. The general partnership is incorporated by an agreement between two or more persons and is not a legal entity.
All partners are authorized to represent the general partnership, provided it concerns acts that fall within the purpose of the general partnership, or if the acts are afterwards ratified by the general partnership. The partners are fully jointly and severally liable.
The partners in the general partnership are obliged to register the general partnership in the Trade Register of the Chamber of Commerce of Suriname in accordance with the Trade Register Act. As long as the aforementioned registration has not taken place, in respect to third parties, the general partnership will be regarded as general for all matters, entered into for an indefinite period.
The limited partnership (commanditaire vennootschap)
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 (silent partner) is, in principle, limited to the amount of capital contributed. The investor is prohibited to act in the name or on behalf of the partnership (including on the basis of a power-of-attorney).
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.