In a letter of 5 September 2011 to the Dutch Senate, the Dutch Minister of Safety and Justice announced that he intends to withdraw the legislative proposal on partnerships (personenvennootschappen) (the “Bill”)1. In practice, the introduction of the Bill had already been anticipated by some. It has now become very unlikely that the Bill will be enacted.
The Bill contained a complete overhaul of Dutch partnership law and would have replaced the current legislative provisions regarding partnership law that dates from 1838. The Bill intended to offer a complete and integrated regulation of the special provisions pertaining to partnerships. It would have replaced the current regulations for a partnership (maatschap), a general partnership (vennootschap onder firma) and a limited partnership (commanditaire vennootschap). The Bill not only codified much of the corporate law as currently in force based on current regulations, doctrine and case law; it also offered modernisations. The most important innovation under the Bill was the possibility of a public partnership acquiring legal personality.
One of the arguments for withdrawing the Bill that the Minister has given is that the Bill does not offer sufficient flexibility to existing partnerships and general partnerships. Furthermore, the Minister has doubts on the clarity and usefulness of the current wording of the Bill. Finally the Minister mentions that especially the future users of the Bill, according to the Minister mainly small and medium enterprises (“SMEs”), have been very critical of the Bill. This criticism mainly results from the fear of extra costs. Organisations representing the SMEs also argued that they do not see a practical need for implementing the Bill.
Finally, please note that your usual contact within our firm is of course available to provide you with further information on this topic.
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1 The Bill has been submitted to the Dutch Lower House in December 2002, and has been accepted by the Lower House in January 2005. The implementation act relative to the Bill has been accepted by the Lower House in December 2009.