General partnership (VOF) and limited partnership(Comm.V.)
The general partnership (VOF) and the limited partnership (Comm.V.) are variants of the partnership WITH legal personality. In the general partnership, all partners are unlimitedly and severally liable for the obligations of the company. The limited partnership, in its turn, counts two types of partners: the active or general partners are unlimitedly and severally liable for the obligations of the company, while the limited partners are only liable up to the amount of their contribution.
Because the general partnership (VOF) and the limited partnership (Comm.V.) have legal personality, these company forms have their own capital which is separate from the capital of the partners.
Table of Contents
Incorporation formalities
As in the case of the partnership, the incorporation of a general partnership or limited partnership can occur with or without authentic deed. The deed of incorporation must be made public in any case.
Management
Like the partnership, the general partnership (VOF) and the limited partnership (Comm.V.) can be managed by one or more business managers. They can be the partners themselves, as well as third parties to whom the management is assigned. In the limited partnership, the rule that the limited partners cannot perform any act of management at all shall still have to be taken into account.
Unless other arrangements are made, the company is managed by all partners. The partners are only bound toward third parties by the act of one of them or of the business manager, insofar as the act falls within the limits of his/her competence.
The powers of the business managers are established by the certificate of appointment. The business managers act in the capacity of mandatary and can perform their tasks separately, unless the agreement or certificate of appointment stipulates that they have to act together.
Online incorporation procedure
Today, a general partnership (VOF) or a limited partnership (Comm.V.) can also be completely set up online and remotely by a notary.
- This incorporation is presently, however, not supported yet by this platform through a fully guided process. Therefore, you should contact your notary, for example, by e-mail, to arrange the preparations and to have the draft of the deed of incorporation prepared. The notary shall, thereafter, schedule a videoconference with you and send you a link during that videoconference in order to sign the deed electronically.
- For this incorporation as well, you must certainly verify whether all incorporators or, if they shall be represented by a power-of-attorney, their representatives, have a recognized eIDAS-conformable means of identification at their disposal.
Heb je een eIDAS-conform identificatiemiddel, maar nog geen compatibele elektronische handtekening voor de ondertDo you have an eIDAS-conformable means of identification, but no compatible electronic signature, such as the Belgian eID or itsme, yet? No problem: this platform provides for an online procedure to create such an electronic signature certificate for you:
