Dutch annual accounts for a cv: preparing, filing and costs
A commanditaire vennootschap (cv, limited partnership) has managing and silent partners. The accounts show what each contributed and is entitled to; filing is required in one special case only.
The short answer
A cv is not a legal entity and as a rule does not file annual accounts. The managing partners keep the books and prepare a balance sheet and a profit and loss account each year, showing the limited-partner capital and the profit allocation per partner. If all managing partners are foreign companies with share capital, Title 9 applies and the cv must file (art. 2:360(2) DCC).
Updated 30 October 2026
Key facts
| Legal form | Partnership with managing and limited (silent) partners (art. 19 WvK); not a legal entity |
| Filing requirement | Only if all managing partners are foreign companies with share capital |
| Silent partner | Bears losses up to his contribution and performs no management (art. 20 WvK); for tax purposes a co-entitled party |
| Corporate income tax | Since 1 January 2025 the cv is no longer independently liable to tax |
| Bookkeeping obligation | art. 3:15i DCC, with art. 52 AWR (General Tax Act) for the tax authorities |
Two kinds of partners, two kinds of capital
The commanditaire vennootschap is formed between one or more jointly and severally liable partners and one or more financiers (art. 19 WvK). The managing partner runs the business and is liable for its debts with all his assets. The limited partner contributes money and stays at a distance: he may not perform any act of management and does not bear losses beyond his contribution (art. 20 WvK). If he does so anyway, he becomes jointly and severally liable for all debts (art. 21 WvK).
The accounts of a cv make that distinction visible. Besides the result of the business, they show per partner what was contributed, allocated and paid out.
Preparing the accounts of a cv
- The managing partner closes the books and determines the result of the cv.
- Deduct the remuneration for management if the cv agreement provides for it.
- Allocate the result according to the agreement: a share for the managing partner and the rest in proportion to the limited-partner contributions.
- In case of a loss, check the limit per silent partner: his share in the loss cannot exceed his contribution.
- Update the limited-partner capital and the capital account of the managing partner.
- Give each partner a statement of his share for his own tax return.
Silent partners do not need daily access to file a return, but they do need a reliable annual statement. Record in the agreement when they receive it and which documents they may inspect.
Components and an example: one managing and four silent partners
The accounts of a cv consist of a balance sheet, a profit and loss account and the allocation per partner. In this example four silent partners, natural persons, each contribute € 50.000. The managing partner contributes € 20.000 and his labour. The agreement gives him a management fee of € 36.000 and 20% of the remainder; 80% goes to the silent partners.
| Allocation of 2025 result | Amount |
|---|---|
| Result of the cv before management fee | € 96.000 |
| Management fee | − € 36.000 |
| To be distributed | € 60.000 |
| Managing partner (20%) | € 12.000 |
| Silent partners together (80%) | € 48.000 |
| Per silent partner | € 12.000 |
| Partners' equity, 31 December 2025 | Amount |
|---|---|
| Limited-partner capital (4 × € 50.000) | € 200.000 |
| Capital of managing partner | € 20.000 |
| 2025 profit shares, not yet withdrawn | € 60.000 |
| Total | € 280.000 |
The managing partner reports € 48.000 as profit from business (fee plus profit share) and, if he meets the conditions, can apply the entrepreneur's deduction and the SME profit exemption. Each silent partner reports € 12.000, also as profit from business, but as a co-entitled party: without the entrepreneur's deduction and without the SME profit exemption.
Filing: what counts is who the managing partner is
The main rule is the same as for the vof: a cv does not file annual accounts. The exception in art. 2:360(2) DCC applies if all partners with full liability are companies with share capital under foreign law. In a cv those are the managing partners; who the silent partners are does not matter.
| Managing partner | Title 9 for the cv? | Consequence |
|---|---|---|
| Natural person | No | No filing; accounts for partners and tax returns |
| Dutch BV | No | The BV files its own annual accounts; the cv counts for it as a subsidiary (art. 2:24a(2) DCC) |
| Foreign company with share capital, such as a GmbH or Ltd | Yes | Annual accounts according to size class and filing with the KVK (Dutch Chamber of Commerce) (art. 2:394 DCC) |
| A Dutch BV and a foreign company | No | Not all managing partners are foreign |
The structure with a Dutch BV as the sole managing partner therefore falls outside Title 9. The cv does however carry through into the accounts of that BV: assets, turnover and employees of the cv count towards the BV's size class if it would have to include them in a consolidation (art. 2:396(2) DCC).
For tax purposes something changed on 1 January 2025 that is often confused with filing: the open cv, which paid corporate income tax itself, no longer exists. Every cv is in principle transparent and the partners are taxed. That has not changed anything in Book 2 DCC.
What do the accounts of a cv cost?
A cv has more parties than a sole proprietorship or vof, and that shows in the work: one set of accounts, an allocation per partner and an annual statement for each silent partner.
| Cost item | Borne by | Remark |
|---|---|---|
| Bookkeeping and accounts of the cv | The cv | Part of operating costs; settle it in the agreement |
| Annual statements for silent partners | The cv | One per partner |
| Tax return of each partner | The partner himself | Silent partners report their share as co-entitled parties |
| Filing (only under art. 2:360(2) DCC) | The cv | The KVK charges nothing; the costs lie in preparing under Title 9 |
There is no fixed rate. Firms charge by the hour or agree a fixed price; the number of partners and the complexity of the allocation determine the work.
Doing it yourself or outsourcing for a cv
The managing partner may prepare the accounts himself. The law requires no accountant, except when the cv falls under Title 9 and is medium-sized or large (art. 2:393 DCC). In three situations an independent preparer is wise:
- there are silent partners who are neither family nor business partners and who must be able to rely on the figures;
- the cv agreement prescribes a compilation, review or audit report;
- the cv has a BV or foreign company as managing partner, so that Book 2 and the consolidation rules come into play.
A silent partner who starts keeping the books or making payments himself risks performing an act of management. Leave the bookkeeping with the managing partner or an external firm.
Common mistakes with the cv
- Allocating a loss to a silent partner beyond his contribution.
- Forgetting the management fee before the distribution.
- Letting silent partners claim the entrepreneur's deduction.
- Still assuming the open cv and preparing a corporate income tax return for the cv.
Jaarrekening.io and the cv
The annual accounts route of Jaarrekening.io is not meant for the ordinary cv. If you choose the legal form cv when creating the entity, the app asks whether all fully liable partners are foreign companies with share capital; only then does the cv fall under Title 9 and follow the annual accounts route. A cv with a natural person or a Dutch BV as managing partner you create without that route, for the bookkeeping, VAT, payroll and income tax per partner. The bookkeeping with VAT can already be used for that; income tax and payroll are coming soon. The BV that is managing partner can make its own annual accounts with the app. The app sends nothing to the KVK or the Belastingdienst.
Sources
- Art. 19 Dutch Commercial Code (Wetboek van Koophandel): the commanditaire vennootschap
- Art. 20 and 21 Dutch Commercial Code: contribution, ban on management and its sanction
- Art. 2:360 DCC: Title 9 for the cv with only foreign companies with share capital as managing partner
- Art. 2:24a DCC: the cv as subsidiary of a managing BV
- Art. 2:396 DCC: counting group companies at the managing BV
- Art. 3:15i DCC: bookkeeping obligation of the managing partner
- KVK on cvs with foreign managing partners: Annual accounts: file or not? (in Dutch)
- Belastingdienst: Limited partnership (cv) and consequences for your taxes (in Dutch)
- Belastingdienst: Co-entitled party in a business or financier (in Dutch)
Frequently asked questions
Does a silent partner pay income tax on his share of the profit?
Yes. The Belastingdienst (Dutch Tax Administration) taxes the silent partner's income as profit from business. He is a "medegerechtigde" (co-entitled party): no entrepreneur's deduction and no SME profit exemption, but accelerated depreciation and investment deduction do apply.
Can a silent partner lose more than his contribution?
In principle not: he does not bear losses beyond the amount he contributed or was obliged to contribute (art. 20(3) WvK, the Dutch Commercial Code). That changes if he performs acts of management or his name is used in the firm name; he is then jointly and severally liable (art. 21 WvK).
Does a cv with a foreign silent partner fall under Title 9?
No. What counts are the partners with full liability, i.e. the managing partners. Title 9 applies only if all of them are companies with share capital under foreign law (art. 2:360(2) DCC).
Does a cv have to file a corporate income tax return?
Since 2025, as a rule not. According to the Belastingdienst the cv is no longer independently liable to tax, unless another rule makes it liable, such as the rule for the reverse hybrid entity.
What is the difference between an open and a closed cv?
That tax distinction has been abolished. Because the consent requirement was removed, the Belastingdienst in principle treats every cv as transparent from 1 January 2025.
Read more
A BV as managing partner?
The annual accounts route of Jaarrekening.io is not for the ordinary cv, but it is for the BV that is managing partner. You create an account yourself.
Get started