Limited partnership (cv): managing and silent partners
Written by Ilias Aarrass5 min read · Published on · Last reviewed on 
In short
A limited partnership has a managing partner who runs the business and is jointly and severally liable, and a silent partner who only contributes capital and can lose at most that contribution. Since 1 January 2025 the cv is no longer independently subject to corporate tax; profit is taxed at the level of the partners.
- A silent partner who gets involved in management becomes fully liable.
- The names of silent partners do not appear in the Business Register.
- For VAT the cv as a whole is the entrepreneur.
- The silent partner is entitled to the investment deduction, not to the self-employed deduction.
If you have an idea and someone who wants to put money into it without working in it, you will come across the limited partnership (commanditaire vennootschap, cv). The cv resembles a general partnership (vof), but has two kinds of partners: the managing partner, who runs the business and is fully liable, and the limited or silent partner, who only contributes capital and can lose at most that contribution. That division of roles is exactly the advantage, but also the pitfall. This article covers how to set up a cv, who is liable for what, how income tax and VAT work and who this legal form suits.
How to set up a cv
A cv requires at least two partners, at least one of whom is a managing partner. A notary is not required and there is no minimum capital. The managing partner registers the cv with the KvK; the registration fee in 2026 is € 85.15. The names of the silent partners are not listed in the Business Register, only how many there are and what they contribute. The ultimate beneficial owners must, however, be entered in the UBO register.
Record the arrangements in a partnership agreement: who contributes what, how profit is shared, what happens in case of a loss and how a partner can leave. A silent partner's name may not appear in the business name.
Liability: the key difference
A cv has no legal personality. The managing partners are jointly and severally liable: a creditor can claim the entire debt from any one of them, including from private assets. The silent partner only risks losing their contribution.
| Managing partner | Silent partner | |
|---|---|---|
| Role | Runs the business and deals with third parties | Contributes money or goods, takes no part in management |
| Liability | Joint and several, including private assets | Up to the amount contributed |
| Income tax | Entrepreneur, with entrepreneur's deductions if the conditions are met | Business profit, limited to investment deduction and accelerated depreciation |
Tax for the cv and the partners
Since 1 January 2025 the cv is no longer independently liable to corporate income tax. The distinction between open and closed cv has disappeared for tax purposes: profit is taxed at the level of the partners. The managing partner is an entrepreneur for income tax and may be entitled to the self-employed deduction if they meet the 1,225-hour criterion.
The silent partner's profit share is also business profit. According to the tax authorities they are entitled to the investment deduction and accelerated depreciation, but not to the other entrepreneur schemes. For VAT the cv as a whole is the entrepreneur, with one VAT number. If the cv hires staff, the cv pays payroll taxes.
Worked example: profit sharing in a cv
- Profit of the cv
- € 100,000
- Agreed share of silent partner (20%)
- € 20,000
- Share of managing partner (80%)
- € 80,000
Result: Both report their own share in their income tax return. Only the managing partner can apply the self-employed deduction, provided they meet the hours criterion.
Who is a cv suitable for?
A cv fits when there is a clear split between the entrepreneur and an investor who wants to stay at arm's length, for example a family member who wants to share in the profit. If you both want to work in the business, a general partnership is more logical. For healthcare providers and advisers there is the professional partnership. If you want better protection of your private assets, you arrive at the question sole proprietorship or BV.
There is a bill that would give the cv legal personality. When that law takes effect is not yet known. According to the KvK, you do not need to do anything yet.
Frequently asked questions
Is a cv still subject to corporate tax since 2025?
As a rule, no longer. Since 1 January 2025 profit is taxed at the level of the partners; the open cv no longer exists for tax purposes.
Do I need a notary for a cv?
No. A written partnership agreement is advisable, and the managing partner registers the cv with the KvK.
Can a silent partner lose more than their contribution?
Only if they get involved in management. They then become liable like a managing partner.
Sources
- Limited partnership and taxesBelastingdienst · belastingdienst.nl
- The limited partnershipKVK · kvk.nl
Sources checked on
This article provides general information based on the rules known for 2026 and does not replace personal tax advice. For your specific situation, we're happy to take a look with you.
