The Legal Concept of Changing the Status of a Legal Entity from a Commanditaire Vennootschap (Limited Partnership) to a Limited Liability Company

Abstract

There is no detailed legal concept regarding CV, especially when businesses want to change CV to LLC, including the deed of the changing of CV to LLC and the authority of each ally. CV regulations are still guided by the Commercial Code and Civil Code, while technical regulations refer to MoLHR Number 17 of 2018. The research indicates that while the LLC establishment deed contains a statement that all assets and liabilities of the dissolved CV become the authorized capital of the LLC, the CV dissolution deed contains a statement that the CV is declared dissolved and transferred to a LLC. Additionally, the legal concept of CV needs to be governed by a separate law, so the government must review and assess the 2018 Draft Law on Legal Plans of Business Entities, which needs to incorporate provisions for CV continuity into the CVR concept adopted from the Dutch Draft Law on Legal Plans of Partnership and CV to LLC. Through a qualitative research approach called normative juridical with a statutory approach and a comparative approach, the research aims to reconstruct and identify the legal concept of changing CV to LLC in the Netherlands in comparison to the Nieuw Burgerlijk Wetboek and the Draft Law on Legal Plan of Partnership.