Supreme Court Archieven — KC Legal

Dutch Supreme Court Eases Accountability Of Limited Partner In Case Of Violating Management Restrictions

By Tax

The Dutch Supreme Court overturned a verdict by the Dutch High Court in which it limits the accountability of the limited partner (“Commanditaire Vennoot”) of a partnership (“Commanditaire Vennootschap”) in case the limited partner violates the management restrictions, as the management activities are solely reserved for the general partner (“Beherend Vennoot”).

When the management restrictions are violated (i.e. the limited partner acts as if it was the general partner), the Dutch Commercial Code dictates that the limited partner should be held accountable to all creditors of the partnership, even if the liabilities cannot be linked to the breach (for example, even if the liabilities already existed before the breach). The Supreme Court ruled that the sanction imposed should be in proportion with the breach. The accountability should therefore be limited to the liabilities of the partnership that are linked to the breach.

Supreme Court Rules Two Landmark Cases On The Dutch Participation Exemption

By Tax

The Supreme Court rules in two landmark case on the qualification shares having certain features of debt instruments for the Dutch participation exemption. The Supreme Court ruled that shares in Dutch or foreign companies cannot be regarded as debt for Dutch tax law purposes and that this characteristic is not affected by certain debt instrument type of features.