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  • 26-05-2020

The silent partnership does not exist as a distinct corporate form in the new Code of Companies and Associations (CCA). This type of entity is now a variation on the general partnership. A general partnership must have at least two partners, who are jointly and personally liable for all obligations and debts of the partnership (Art. 4:14 CCA). 

If the involvement of a partner in the business is not disclosed, this person is known as a silent partner. A silent partner's liability is limited to the value of the partner's contribution to the business, as defined in the partnership agreement. It should be noted, however, that the status of a silent partner can change if the partner is, at any time, openly involved in running the business. In this case, the (formerly) silent partner will be jointly and personally liable with the general partners, including for old obligations of the partnership. 

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