An Addendum To Partnership Deed is a critical legal document used in the Netherlands when partners need to modify their existing partnership arrangement without creating an entirely new partnership agreement. This document is commonly required when partners join or leave the partnership, when profit-sharing arrangements change, or when other substantial modifications to the partnership structure are needed. It must comply with Dutch partnership law, including relevant provisions of the Civil Code (Burgerlijk Wetboek) and Commercial Code (Wetboek van Koophandel). The addendum needs to be properly executed and, depending on the partnership type, registered with the Dutch Chamber of Commerce (KVK). It's essential to maintain clarity about which provisions of the original deed are being modified while explicitly stating which terms remain unchanged.
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1. Parties: Identification of all current partners and any incoming/outgoing partners
2. Background: Reference to original Partnership Deed, date of execution, and reason for modification
3. Definitions: Key terms used in the addendum, including reference to definitions in original deed
4. Amendments: Specific modifications to the original deed, clearly referencing affected clauses
5. Effective Date: When the modifications take effect
6. Confirmation: Statement that all other provisions of original deed remain unchanged
7. Registration: Provisions regarding registration of changes with Chamber of Commerce
8. Governing Law: Confirmation of Dutch law governance
9. Execution: Signature blocks for all partners
1. New Partner Provisions: Used when adding new partners, including capital contributions and liability provisions
2. Retiring Partner Provisions: Used when partners are leaving, including settlement of accounts and release of obligations
3. Profit Sharing Modifications: Used when changing profit/loss distribution arrangements
4. Management Changes: Used when modifying management structure or authority
5. Capital Adjustment: Used when modifying partner capital contributions
6. Tax Elections: Used when changes affect tax status or requirements
7. Transition Provisions: Used for complex changes requiring phased implementation
1. Schedule of Amendments: Detailed list of specific clauses being modified with old and new text
2. Updated Partner Information: Current details of all partners including ownership percentages
3. Financial Schedule: Updated capital accounts and financial arrangements if relevant
4. Consent Documentation: Required partner resolutions or third-party consents
5. KVK Registration Forms: Required forms for Chamber of Commerce registration
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