The Silent Partner Agreement (Stille Vennootschap) is essential for businesses in the Netherlands seeking private investment while maintaining operational independence. This document is typically used when an investor wishes to provide capital funding but remain anonymous and uninvolved in business operations, making it particularly valuable for entrepreneurs who need funding but want to retain full control of their business. The agreement, governed by Dutch law, must comply with the Dutch Civil Code and relevant tax regulations. It covers crucial aspects such as capital contribution, profit sharing, liability limitations, confidentiality provisions, and reporting requirements. This type of agreement is commonly used in various sectors from startups to established businesses, offering a flexible structure for private investment while protecting both the active business operator and the silent investor's interests.
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1. Parties: Identification of the active partner(s) and the silent partner, including full legal names and addresses
2. Background: Context of the agreement and brief description of the business venture
3. Definitions: Key terms used throughout the agreement
4. Partnership Structure: Details of the partnership arrangement, clarifying the silent nature of one partner's involvement
5. Capital Contribution: Specific details of the silent partner's investment and any terms related to additional contributions
6. Profit and Loss Sharing: Framework for distribution of profits and allocation of losses
7. Management and Control: Clarification that active partner(s) maintain full control of operations and management
8. Confidentiality: Obligations regarding the confidential nature of the partnership and the silent partner's identity
9. Duration and Termination: Term of the agreement and circumstances under which it can be terminated
10. Financial Reporting: Requirements for financial updates and access to business information for the silent partner
11. Tax Matters: Handling of tax obligations and responsibilities
12. Governing Law: Specification of Dutch law as governing law and jurisdiction
13. Signatures: Execution block for all parties
1. Non-Competition: Restrictions on silent partner's involvement in competing businesses, if relevant
2. Transfer of Interest: Terms for transferring the silent partner's interest to third parties, if allowed
3. Death or Incapacity: Provisions for handling the silent partner's interest in case of death or incapacity
4. Dispute Resolution: Alternative dispute resolution mechanisms like mediation or arbitration
5. Insurance: Requirements for business insurance and coverage specifications
6. Intellectual Property: Handling of IP rights if relevant to the business
7. Additional Capital Calls: Procedures for requesting additional capital from the silent partner
8. Exit Strategy: Detailed provisions for partner exit or business sale scenarios
1. Schedule A - Capital Contribution Details: Detailed breakdown of initial and any planned future capital contributions
2. Schedule B - Profit Sharing Formula: Detailed calculation method for profit distribution
3. Schedule C - Business Plan: Overview of business objectives, strategy, and financial projections
4. Schedule D - Financial Reporting Template: Format and frequency of financial updates to be provided to silent partner
5. Schedule E - Valuation Methodology: Agreed method for valuing the business and partnership interests
6. Appendix 1 - KYC Documentation: Required documentation for anti-money laundering compliance
7. Appendix 2 - Tax Elections: Any specific tax elections or arrangements agreed between the parties
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Technology Startups
Hospitality
Retail
Manufacturing
Professional Services
Entertainment
Food and Beverage
Construction
E-commerce
Agriculture
Healthcare
Financial Services
Consulting
Relevant Teams
Legal
Finance
Corporate Development
Executive Leadership
Business Development
Tax
Compliance
Investment
Corporate Secretariat
Risk Management
Relevant Roles
Business Owner
Managing Director
Chief Executive Officer
Chief Financial Officer
Investment Manager
Legal Counsel
Corporate Lawyer
Business Development Manager
Finance Director
Partnership Manager
Company Secretary
Tax Advisor
Investment Analyst
Compliance Officer
Private Equity Manager
Venture Capitalist
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