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Replacing a managing partner in a limited partnership (CV) has far-reaching consequences: in principle, the CV ends when a partner withdraws, unless continuation is stipulated in the CV agreement. For the change, you need a multi-party agreement to which the silent partner also consents. Below, you can read how this works and what it means for liability.
What is a limited partnership?
A limited partnership (CV) is a business form with at least two partners, in two types:
- The managing partner has day-to-day management and is personally liable for the debts of the limited partnership.
- The silent (limited) partner does not interfere with the management and is solely a financier.
The CV is not a legal entity. Establishment is simple via registration in the Trade Register; in doing so, you also register the UBOs (ultimate beneficial owners) in the UBO Register.
Replacing a managing partner: how does that work?
The silent partner places his trust — and his investment — in the managing partner. After some time, the managing partner may wish to step down, for example to enjoy his retirement or to pursue a new challenge. At that point, a new managing partner can take over.
For this, you need a managing partner's (CV) entry and exit agreement . This is a multi-party agreement: not only the old and new managing partners must agree, but also the silent partner. This is logical, because it is *his* investment that the new partner will be working with.
Please note: a CV is not made for a changing of the guard
In principle, the rule is: if a partner withdraws, the limited partnership automatically ceases to exist. However, you can include a continuation clause in the limited partnership agreement , allowing the partnership to continue with another partner. Legal advice is important regarding both the limited partnership agreement and the agreement on entry and exit. The latter agreement regulates, among other things:
- the transfer of the assets and liabilities (with a clear list thereof);
- the express consent of the silent partner.
Consequences for liability
The managing partner is personally liable for the debts of the limited partnership. If he leaves the limited partnership, he remains, in principle, jointly and severally liable for the debts incurred during his period of management. The partners may agree among themselves that the departing partner will no longer be held responsible for those old debts internally.
TODO_VERIFY: Please note that such mutual agreements apply in principle only between the partners. Creditors of the limited partnership cannot automatically consider themselves bound by them — therefore, have liability legally reviewed in the event of a change of partners.
The departure is only official once the agreement of entry and exit has been signed; from that moment, the agreed liability arrangement also applies. Finally, do not forget to notify the Chamber of Commerce of the change — this can be done online.
Frequently Asked Questions
Does a CV cease to exist if a partner withdraws?
In principle, yes. Unless a continuation clause is included in the limited partnership agreement, the limited partnership ends upon the withdrawal of a partner.
Does the silent partner have to consent to a new managing partner?
Yes. The agreement of entry and exit is a multi-party agreement to which the silent partner must also agree, because his investment is at stake.
Do I remain liable for old debts after I leave?
In principle, you remain jointly and severally liable for debts arising from your management period. Mutual agreements between partners can regulate this, but do not automatically bind creditors.
When is the departure official?
Only after signing the accession and withdrawal agreement. Subsequently, the change must still be reported to the Chamber of Commerce.
Replacing a managing partner or drafting a limited partnership agreement?
A change of partner in a limited partnership is legally complex and directly affects your liability. Therefore, ensure you receive proper advice and have the appropriate agreements drafted.
Our corporate law assist you with the CV contract and the entry and exit agreement. Schedule a no-obligation intake consultation.
