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Drafting a Limited Partnership (CV) Contract

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Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A legal document must not only be legally correct. Above all, it must align with how the entrepreneur will actually use the document

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About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

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Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
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  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year
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from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

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from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

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  • Delivered within 5 working days, express delivery possible

About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year

Reviews (21)

Walid

The first impression was simply excellent. The service felt personal and reliable. The service was professional and personal.

Chaimae

Very clear and professional guidance. The lawyer showed great commitment to safeguarding our interests. It is clear that they have a passion for entrepreneurship.

Dennis

We needed a custom solution, and that was handled well. The feedback we received on our own concept was incredibly insightful and useful. It is clear that they have a passion for entrepreneurship.

Selma

The clear start gave us a lot of confidence for the rest of the process. Legal jargon was avoided where possible or explained in understandable language. These documents will undoubtedly save us a lot of headaches in the future.

Marouane

We didn't feel like a number, but received truly personal attention. We didn't have to figure out much ourselves. The quality fully met our expectations.

Michiel

Good service and a clear working method. The advice regarding the collection terms in the terms and conditions was particularly useful for our cash flow. The document was accepted flawlessly by our investors.

Ismail

We had a rather specific legal issue, but this was no problem at all. They were fantastic at thinking along with us about how we could keep the document commercially friendly. A party that delivers on what it promises on its website.

Karlijn

We were pleasantly surprised by the proactive initial approach. We didn't just receive a standard template, but true custom work for our general partnership. It is clear that they have a passion for entrepreneurship.

Wim

They acted quickly when we indicated that there was a sense of urgency. The document was clearly aligned with our working method. The document was accepted flawlessly by our investors.

Fleur

Very clear and professional guidance. The clarity of the penalty clauses leaves no room for interpretation. Our business partners were impressed by the professionalism of the contracts.

Khadija

We immediately clicked well with the lawyer who assisted us. The process was clear from start to finish. A reliable partner who strives for perfection in their documents.

Bjorn

The nuances of our business operations were listened to carefully. They immediately recognized where the sensitivities lay within our collaboration. Our business partners were impressed by the professionalism of the contracts.

Joris

We needed tailored legal advice quickly and received excellent assistance. The sharpness in the negotiations with our opposing counsel was impressive. The quality fully met our expectations.

Amani

They really thought along with our situation. The contact was approachable and professional. A reliable partner that strives for perfection in their documents.

Karima

Excellent communication and a carefully drafted document. The attention to detail when reviewing the fine print was phenomenal. The quality fully met our expectations.

Tijn

The speed of action pleasantly surprised us. Communication was always handled through a single point of contact, which prevented confusion. The document was accepted flawlessly by our investors.

Gerard

The initial outline of the approach aligned seamlessly with what we had in mind. We received valuable tips on how to present the documents to our clients in practice. Fantastic value for money for this level of expertise.

Rayan

The speed of action pleasantly surprised us. The review gave us more certainty before using the document. These documents will undoubtedly save us a lot of headaches in the future.

Rob

No waiting times or endless menus; we got someone on the line immediately. The expertise regarding privacy and GDPR was clearly noticeable and up-to-date. The end result aligns 100% with our high standards.

Bass

The lawyer took a practical approach with our company. They flawlessly exposed the pain points in our current contract. The document was accepted flawlessly by our investors.

Emma

It is clear that they know what they are talking about, right from the first word. The complexity of our shareholder structure was effortlessly translated into the agreement. Everything was delivered neatly and on time.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

  • Nationwide coverage
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First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

A number of key choices determine the format of your CV contract. Make these choices consciously before the contract is drafted.

Choice or question Why this matters legally
How many partners and what roles? Determine the number of managing and limited partners; this directly relates to management and liability.
How do you distribute profit and loss? Choose an allocation key based on contributions or a deviating arrangement, with limits on the loss for the silent partner.
What powers will each partner receive? Specify which decisions the managing partner may take alone and which require consent.
What happens upon leaving or death? Choose whether the limited partnership is continued and how the departing partner's share is settled.
How is the contribution arranged? Determine whether the contribution is made as a lump sum or in installments and how it is valued.
Clauses and provisions

What elements belong in a limited partnership (CV) contract?

A limited partnership agreement governs the relationship between managing partners and limited partners. The components below ensure that roles, contributions, and liability are clearly defined.

Provision Relevant to Legal point of attention
Parties and roles Always Designate who is the managing partner and who is the limited (silent) partner; this determines liability.
Contribution per partner Always Record what each partner contributes: capital, labor, or assets, and the valuation thereof.
Profit and loss distribution Always Determine the allocation key; the limited partner shares in the loss no further than his contribution.
Management and powers Always Describe that only the managing partner manages and the limited partner refrains from doing so (prohibition of management).
Accession and withdrawal With multiple partners Rule how a partner joins or leaves and how the share is valued.
Continuation and dissolution Recommended Determine what happens in the event of the death, bankruptcy, or termination of a partner.
Disputes and applicable law Recommended Specify how disputes are settled and which law and court apply.
Use in practice

How do you use this document correctly?

A CV contract only works if all partners sign it and adhere to the agreed roles. Follow the steps below.

Situation What should you do? Point of attention
At founding Have all partners sign the contract and register the limited partnership with the Chamber of Commerce. In this way, the agreements and the CV structure are formally established.
At the start of the collaboration Strictly adhere to the prohibition on management for the limited partner. Interference with the management leads to joint and several liability of the silent partner.
In case of changes Amend the contract in writing in the event of new partners or changes in contributions. Oral agreements are difficult to prove and lead to disputes.
In case of disputes Consult the dispute and exit provisions before taking any steps. The contract determines the route and prevents unnecessary escalation.
Common mistakes

Common mistakes

Things often go wrong with a few points on a CV. You can avoid the mistakes below with a good contract.

Wrong Consequence Better approach
Limited partner co-manages The silent partner becomes jointly and severally liable for all limited partnership debts. Explicitly establish the management ban and enforce it in practice.
No written contract Lack of clarity regarding contribution, profit, and powers in the event of a conflict. Draft a complete written CV contract that all partners sign.
Profit distribution not determined Discussion and potential tax issues regarding the distribution. Determine a clear distribution key in advance and record it.
No exit package Deadlock upon withdrawal, death, or dispute between partners. Include provisions regarding withdrawal, continuation, and valuation.
Name of silent partner in trade name Risk that the limited partner is viewed as a managing partner. Do not use the name of the silent partner in the trade name of the limited partnership.
Risk profile

What is your situation and what do you pay attention to?

The proper structuring of your CV contract depends on your situation. Below are some common starting points.

Risk profile Example Focus in the document
Investor as silent partner Someone contributes capital without co-managing. Monitor the management prohibition and the loss-to-contribution limit.
Family CV Partners are family members with mutual agreements. Formally document roles and exit arrangements to prevent conflicts.
CV alongside existing business The CV constitutes a distinct form of collaboration or investment. Align contribution, profit distribution, and liability with the existing structure.
Admission of new partner A partner joins after the incorporation. Arrange for the valuation of the contribution and amend the contract in writing.
Additional documents

When is this document not enough?

A CV contract governs the corporate relationship, but not every collaboration or protection. In these situations, additional documentation is advisable.

Situation Supplementary document Why
Situation Related document Explanation
You collaborate without a corporate structure Cooperation Agreement For a loose partnership without a limited partnership structure, this agreement provides the right basis.
You are setting up a private limited company with multiple owners Shareholders' Agreement In a private limited company, you define control and profit distribution in a shareholders' agreement.
You share confidential information with partners Confidentiality Agreement To protect business-sensitive information, you enter into a separate confidentiality agreement.
Explanation of this document

Drafting a Limited Partnership (CV) Contract, why?

Not every entrepreneur knows exactly what a limited partnership (CV) contract is, when you need one, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal advice is important.

What is a limited partnership and when should you choose one?
A limited partnership (CV) is a partnership of persons in which two categories of partners collaborate under a common name: the managing partner , who operates the business and is jointly and severally liable with their private assets, and the silent or limited partner, who contributes capital and is liable no more than their contribution, provided they do not interfere with the day-to-day operations. The CV is regulated in Articles 19 through 33 of the Commercial Code and is chosen due to the combination of entrepreneurial freedom for the managing partner and limited liability for the investing party. In practice, the CV is used as a structure for real estate funds, private equity constructions, family businesses where one family member invests but does not participate in the day-to-day operations, and collaborations in which a silent investor wishes to participate without assuming day-to-day management. Our lawyers will draft a tailor-made CV contract for you that clearly defines the division of roles between managing and silent partners, manages the liability risks for the silent partner, and correctly incorporates the new tax rules effective from 2025.
What are the tax implications of the CV as of 2025?
As of January 1, 2025, the tax rules for the CV have changed significantly as a result of the adjustment to the qualification policy for legal forms. The CV is no longer automatically transparent for corporate income tax purposes. For corporate income tax purposes, the CV will henceforth transparent , which means that profits are attributed to the partners and taxed at their level — not at the CV itself. This has implications for foreign investors in Dutch CVs, for CVs used as fund structures, and for the treatment of the CV for VAT purposes. The change also affects existing CV contracts: the tax provisions regarding profit rights, loss allocation, and distribution must be reviewed to ensure they align with the new tax reality. Our lawyers ensure that your CV contract complies with the tax rules as of 2025 and that you do not face any surprises when filing your tax return.
What are the essential components of a CV contract?
A comprehensive limited partnership agreement covers at least the following topics. The names and roles of all partners: who is the managing partner, who is a silent partner, and what is the contribution of each? The contribution: money, goods, goodwill, labor, or a combination, including the valuation of non-monetary contributions. The profit and loss sharing: in what proportion do partners share in the results, and is there a preferential distribution for the silent partner as a return on their capital contribution? Control and decision-making: which decisions can the managing partner make independently, and for which is the consent of the silent partner required? The duty to disclose: what financial information does the silent partner receive, and how often? The admission and withdrawal of partners: under what conditions can a partner leave the limited partnership, and how is their capital contribution valued and repaid? And the dissolution and liquidation: what happens at the end of the limited partnership? Our lawyers ensure that each of these elements is watertight.
When does a silent partner lose his limited liability?
The limited liability of the silent partner is the primary reason for choosing the CV structure, but it is also the most vulnerable feature of that structure. Pursuant to Article 20, paragraph 2 of the Dutch Commercial Code, the silent partner loses their protection and becomes jointly and severally liable if they interfere with the business operations —even if these involve limited actions. Management actions deemed to be interference include: signing agreements on behalf of the CV, giving instructions to employees or third parties, acting as a representative of the CV, and participating in the day-to-day business operations. The CV agreement must explicitly define the boundary between permitted information rights and prohibited management actions for the silent partner. Our lawyers advise you on the precise limits of liability protection and draft a CV agreement that provides optimal protection for the silent partner.
How do you regulate the admission and withdrawal of partners in the limited partnership agreement?
The admission of a new silent partner and the withdrawal of an existing partner require careful contractual arrangements. Upon admission, it must be stipulated how the new partner's contribution is valued in relation to the existing capital accounts, which consent requirements apply, and whether the admission affects the profit distribution. Upon withdrawal —whether voluntary or involuntary—the valuation of the withdrawing share, the payment term for the buyout sum, and whether the withdrawing partner remains liable for debts incurred during their participation must be regulated. For a withdrawing silent partner, their liability towards third parties is limited to their contribution, but internal claims by fellow partners may extend further. Our lawyers draft withdrawal and admission arrangements that prevent partners from blocking the limited partnership or manipulating the buyout sum in the event of disagreement.
What are the consequences of the UBO registration obligation for the CV?
All limited partnerships (CVs) are required to register their ultimate beneficial owners (UBOs) in the Chamber of Commerce's UBO register. A UBO is defined as any person who holds more than 25% of the economic interest or control in the CV, or who must be considered an ultimate beneficial owner on other grounds. For CVs used in fund structures or as a shell for private asset management, the UBO registration obligation requires extra attention: all silent partners with an interest of more than 25% must be registered, even if they specifically chose a CV for the anonymity of the silent partnership. The CV contract must address the UBO registration obligation and require partners to report changes in their interest. Our lawyers advise you on the UBO registration obligation and the implications for your CV structure.
How does it work at MKBjuristen?
After a brief intake, our lawyers map out your form of cooperation, the roles of the partners, the tax structure, and your specific wishes. Based on this, we draft a CV agreement that clearly defines the division of roles, manages liability risks for the silent partner, correctly incorporates tax regulations as of 2025, and formulates a watertight entry and exit policy. We also advise you on whether the CV is the most suitable legal form for your situation, or whether a BV, VOF, or professional partnership better suits your objectives.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
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Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

Webshops & e-commerce

Focus on online sales, delivery, returns, complaints, payment, digital products, and consumer regulations.

Business services

Attention to the assignment, additional work, liability, payment, termination, and reliance on client information.

Construction, installation & execution

Attention to planning, delivery, warranties, additional work, materials, delays, and liability risks.

Software, SaaS & digital services

Attention to licenses, availability, support, updates, data, intellectual property, and limitation of liability.

Trade, supply & wholesale

Attention to delivery, transport, payment, retention of title, warranties, delivery times, and international agreements.

Consultants, freelancers & advisors

Attention to scope, best efforts obligations, cancellation, payment, liability, and confidential information.


A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
  • Forgot important agreements regarding payment, delivery, liability, or termination
  • Have a document generated without legal review
  • Continuing to use old documents while the company has changed
  • Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

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Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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